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HomeMy WebLinkAbout26-137 West Valley Community Services for Human Service Grant Program1 GENERAL FUND HUMAN SERVICE GRANTS PROGRAM CITY/NON-PROFIT CONTRACT (Services Only) This General Fund Human Services Grants Program City/Non-Profit Contract (the "Contract") is entered into between the CITY OF CUPERTINO, a political subdivision of the State of California (hereinafter “CITY”), and WEST VALLEY COMMUNITY SERVICES, a non-profit public benefit corporation (the "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of General Fund Human Service Grants ("HSG") funds to CORPORATION on July 1, 2026 WITNESSETH WHEREAS, CITY has reserved a portion of its HSG funds to be used on activities that benefit Cupertino’s residents; and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY’S HSG budget for the Program (as described below) to be operated within CITY for the benefit of low and very low-income households; NOW, THEREFORE, the parties agree as follows: I. Program CITY agrees to allocate a portion of its current HSG funds to CORPORATION, in the sum of Ninety Three Thousand Seven Hundred Dollars ($93,700) (the "Grant") for the purpose of implementing the CORPORATION'S program, as more particularly described in Exhibits A-E to the Contract (the "Program"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated herein by reference. Exhibit A: Program Description Exhibit B: Program Work Plan Exhibit C: Proposed Implementation Timeline Schedule Exhibit D: Program Budget Exhibit E: Basic Insurance and Bond Requirements For Non-Profit Contracts II. TERM A. The purpose of this Contract is for the CITY to disburse the Grant for eligible activities. B. The initial term of this Contract (the "Term") will begin on July 1, 2026 and will end on June 30, 2027, unless otherwise amended or terminated earlier pursuant to Section VII or Section VIII of this Contract. The Term of this Contract may be extended two (2) times, each for an additional one (1) year period, for a total Term of up to three (3) years; provided, however, 2 neither party is obligated to extend the initial Term. If the Term is extended, the subsequent Term shall commence on 12:00 am on the first day immediately following the last day of the current Term provided that the CITY and the CORPORATION have entered into a written amendment to this Contract providing for: (i) such extension of the Term, (ii) the amount of HSG funds allocated for such extended Term; and (iii) an update to the Project Budget, Program Work Plan, and Program Description (as applicable), in accordance with Article XVI of this Contract. Notwithstanding anything to the contrary in this Contract, CORPORATION acknowledges that CITY has only committed the funding of HSG funds for the initial Term, and CITY's obligation to enter into an amendment extending the Term or to fund any subsequent HSG funds to the CORPORATION in any subsequent year is wholly contingent on the satisfaction of the following condition precedent for each subsequent year: (i) the allocation and appropriation by the City Council of the CITY for the funding of the Grant in any subsequent year, in accordance with the CITY's standard process and procedure for approving the annual budget of the CITY. If such condition precedent is not satisfied for any reason prior to the expiration of the then existing Term, then this Agreement shall automatically terminate upon the expiration of the Term. Upon such termination, CITY shall have no further obligation to fund any portion of the HSG funds, and the CORPORATION releases CITY for any and all claims related to such termination. In no event shall the failure to enter into any amendment extending the Term of this Contract, be considered a breach or default by CITY under this Contract. In the event of any conflict between the terms of this provision and any other provision in this Contract, the terms of this provision shall control. III. ADDITIONAL YEAR RENEWAL OPTIONS In the event the Term of this Contract is amended, in accordance with Article II, above, the CORPORATION shall submit to CITY current proof of insurance satisfying the requirements set forth in Exhibit E. IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION shall: 1. Provide CITY with copies of the following documents, evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation under the laws of the State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Service non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 3 2. During the Contract Term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to CITY. 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. 4. Open to the public meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws. 7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's execution of this Contract. The CORPORATION hereby warrants to the CITY that this Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in accordance with its terms, and that the execution and delivery of this Contract and the performance of the CORPORATION's obligations have been duly authorized by the CORPORATION. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the Program within the City of Cupertino, for the purpose of benefiting low and very low-income households. 2. File quarterly reports on the type and number of services rendered through the operation of the Program, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the Program is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten (10) days after the close of each reporting period and must cover the three (3) months immediately preceding the date on which the report is filed. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award, inform CITY within ten (10) days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate program-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino General Funds." 4 C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: 1. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. 2. If the Term of this Contract is extended by an amendment for an additional fiscal year, submit a satisfactory audit within one hundred fifty (150) days of CORPORATION's fiscal year encompassed by the current year of this Contract. 3. Document all Program costs by maintaining records in accordance with Section IV, Paragraph D below. 4. Submit to the CITY, based on an agreed upon schedule, a request for payment, together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract Term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract Term. Funds not disbursed will be returned to the City for future reallocation. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit E and provide a current insurance certificate evidencing such coverage. 6. Deliver to the CITY a copy of the resolution authorizing CORPORATION's execution of this Contract. 7. Items 4 through 6 above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Contract. 8. If CORPORATION does not use the Grant funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings, which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. Maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (a) all direct and indirect costs of whatever nature claimed to have been 5 incurred or anticipated to be incurred to perform this Contract or to operate the Program, and (b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided in connection with the Program. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 1. Until five (5) years following date of final payment under this Contract, or 2. For such longer period, if any, as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five (5) years from the date of termination. F. Examination of Records and Facilities. At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of the later of: (a) five (5) years after final payment under this Contract, (b) five (5) years from the date of termination of this Contract, or (c) such longer period as may be described by applicable law, have access to and the right to examine its plants, offices and facilities used in the performance of this Contract or the operation of the Program, and all its records with respect to the Program and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to the Program and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors, and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees. H. Suspension and Termination. If CORPORATION materially fails to comply with any term of this Contract, CITY may suspend or terminate the Contract in whole or in part. In no event shall any payment by CITY hereunder constitute a waiver by CITY of any breach of this Contract or any default, which may then exist on the part of CORPORATION, nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach or default. CITY expressly reserves the right to demand of CORPORATION the repayment to the CITY of any funds disbursed to CORPORATION under this Contract, which were not expended in 6 accordance with the terms of this Contract, and CORPORATION agrees to promptly refund any such funds upon demand. Notwithstanding the above, CORPORATION shall not be relieved of liability to CITY for damages sustained by CITY or others by virtue of any breach of the Contract by CORPORATION, and CITY may withhold any payments to the CORPORATION for the purpose of set off until such time as the exact amount of damages due CITY from CORPORATION is determined. I. Reversion of Assets. Upon expiration or termination of this Contract, the CORPORATION will transfer to the CITY any Grant funds on hand at the time of expiration and any accounts receivable attributable to the use of such funds. J. Conflict of Interest. In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision-making process may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, during, or at any time after, such person's tenure. CORPORATION shall exercise due diligence to ensure that the prohibition in this Section is followed. Further, no person who is a director, officer, partner, trustee or employee or consultant of CORPORATION, or immediate family member of any of the preceding, shall make or participate in a decision, made by the CITY or a CITY board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090. V. OBLIGATIONS OF CITY A. Method of Payment. During the Term of this Contract, CITY shall disburse the HSG Grant funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the Program, not to exceed the total sum set forth in Article I. CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based on CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit B ("Program Work Plan"), failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section VII, Paragraph B of this Contract or 7 based on the refusal by CORPORATION to accept any additional conditions that may be imposed by City at any time to ensure compliance with the terms of this Contract. VI. PROGRAM COORDINATION A. CITY. The CITY has designated the Senior Housing Coordinator for CITY who will render overall supervision of the progress and performance of this Contract by CITY. B. CORPORATION. As of the date hereof, CORPORATION has designated Sujatha Venkatraman to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Senior Housing Coordinator Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CORPORATION: 10104 Vista Drive, Cupertino, CA 95014 All notices will either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72) hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. VII. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Program performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements, records, information and reports necessary for DIRECTOR to monitor, review and evaluate the performance of the Program and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by CITY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: 8 1. If CORPORATION (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the Program. 2. If there is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the Program. 3. If CORPORATION has taken any action pertaining to the Program, which action required CITY approval, and such approval was not obtained. 4. If CORPORATION is in default under any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in the Program Work Plan attached as Exhibit B. C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any corrective action recommendation. CITY will have the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Contract as set forth in Section VIII below. VIII. TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non- compliance as defined in Section VII, Paragraph B; CORPORATION is insolvent or in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or; there is reliable evidence that CORPORATION is unable to complete the Program as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VII, either CITY or CORPORATION may suspend or terminate this 9 Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued, and CITY shall have no further obligation to fund any portion of the HSG funds, other than any amount incurred by CORPORATION, in accordance with this Contract, prior to such written notice. Upon such termination, CITY shall have no further obligation to fund any portion of the HSG funds (other than for costs incurred by the CORPORATION prior to such notice), and the CORPORATION releases CITY for any and all claims related to such termination. In no event shall CITY's early termination of this Contract, be considered a breach or default by CITY under this Contract. In the event of any conflict between the terms of this provision and any other provision in this Contract, the terms of this provision shall control. C. Return of Funds. In the event that this Contract is terminated, CORPORATON may be required to return funds to the CITY. D. Access to Records. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to Grant made to CORPORATION pursuant to this Contract. IX. PROGRAM INCOME Income generated by the Program, is considered Program Income. CORPORATION will annually report all program income generated by activities carried out with Grant funds made available under this Contract. By way of further limitations, CORPORATION may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balance on hand. All unused program income shall be returned to the CITY at the end of the Contract period. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between CORPORATION and CITY. CORPORATION, including its officers, employees, agents or independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY CITY is entering into this Contract based on the experience, skill, and ability to perform of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are of particular concern to the CITY in view of the CITY's interest in providing services to lower income persons and the CITY's reliance on the unique qualifications of the CORPORATION. Consequently, this Contract may not be assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY. None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third parties 10 without the prior written approval of CITY, which the CITY may withhold in its sole discretion. Copies of all third party contracts shall be submitted to CITY at least ten (10) days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or subcontract, CORPORATION shall remain fully liable for all obligations and requirements under this Contract including the performance and any liabilities attaching to the assignees’ actions or omissions. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the Program pursuant to this Contract or their immediate families which may be obtained through application forms, interviews, tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information will be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities under this Contract, including those furnishing services under the Program through approved subcontracts. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E, "Basic Insurance and Bond Requirements for Non-Profit Contracts", CORPORATION will indemnify and hold harmless the CITY, its employees, agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION's Program to comply with applicable laws, ordinances, codes, regulations and decrees. XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the Program or this Contract. XV. NON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code 11 sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the Grant funds disbursed for this program. XVI. AMENDMENTS Other than the amendment related to a second year renewal option as stated in Section III. above, amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such amendments, and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto. Amendments will not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its obligations under this Contract. XVII. INTEGRATED DOCUMENT This Contract contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer, agent or employee of CITY prior to execution of this Contract shall affect or modify any of the terms of obligations contained in any documents comprising this Contract. XVIII. MISCELLANEOUS A. Captions. The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. B. Discretion Retained By CITY. CITY's execution of this Contract in no way limits the discretion of the CITY in the permit and approval process in connection with the Program. C. Exhibits. All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit A (Program Description), Exhibit B (Program Work Plan), Exhibit C (Proposed Implementation Time Schedule), Exhibit D (Program Budget), Exhibit E (Basic Insurance and Bond Requirements for Non-Profit Contracts). 12 D. Interpretation. Each party to this Contract has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the Contract. This Contract shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties have read and reviewed this Contract and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to Civil Code Section 1654 as may be amended from time to time, or any other state law, or common law principle) shall not apply to the interpretation of this Contract. E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract. F. Choice of Law and Venue. This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County. G. Parties Bound. Except as otherwise limited herein, the provisions of this Contract shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors, and assigns. H. Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms of this Contract, the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party. I. Severability. If any Term of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. J. Authorization. The persons signing below are duly authorized to execute this Contract. K. Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. [Signatures on following page.] 13 IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. CORPORATION: CITY: WEST VALLEY COMMUNITY CITY OF CUPERTINO, a municipal SERVICES OF SANTA CLARA COUNTY, benefit corporation a California nonprofit public corporation _____________________________________ ____________________________________ Sujatha Venkatraman Date Luke Connolly Date Chief Executive Officer Acting Director of Community Development APPROVED AS TO FORM AND ATTEST: LEGALITY: _______________________________________ ____________________________________ Michael K. Woo Date Lauren Sapudar Date Senior Assistant City Attorney City Clerk Michael K Woo Luke T Connolly Lauren Sapudar 08/27/2026 14 EXHIBIT A PROGRAM DESCRIPTION FY 2026/2027 Agency Name: West Valley Community Services of Santa Clara County Inc. DUNS: Not Applicable (Only for CDBG) Executive Officer: Sujatha Venkatraman Program Manager: Benaifer Dastoor Program # (For Office Use Only) 100-72-712 600-623 Street Address: 10104 Street Vista City: Cupertino State: CA Zip Code: 95014 Telephone number: 408-255-8033 Fax Number: Manager E-mail sujathav@wvcommunityservices. org Name of Program: Haven to Home Program Location: 10104 Vista Drive. Cupertino, CA 95014 Program Description: West Valley Community Services' (WVCS) Haven to Home (HTH) program is based on the Housing-First methodology that vulnerable and at-risk homeless individuals are more responsive to interventions and social services support after they are placed in their own housing, rather than living in temporary/transitional facilities or housing. The main goals of this program are to help homeless clients secure permanent housing, maintain employment, and enhance income opportunities. The clients receive intensive case management designed to provide easy access to resources at one location. Case Management uses a strength-based and mentoring approach in helping struggling families and individuals move out of crisis towards self-sufficiency by helping them build their own safety net. Haven to Home aims at ending homelessness by coordinating multilevel services and leveraging resources in the community. 15 EXHIBIT B PROGRAM WORK PLAN FY 2026/2027 AGENCY NAME: West Valley Community Services of Santa Clara County Inc. PROGRAM NAME: Haven to Home Objectives Benchmarks for Each Quarter 1st 2nd 3rd 4th TOTAL Supportive Services and Case Management 25 18 18 14 75 Total Beneficiaries 25 18 18 14 75 16 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2026/2027 AGENCY NAME: West Valley-Community Services of Santa Clara County Inc. PROGRAM NAME: Haven to Home Activity Number & Description: Activity # Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun 1. 2. 17 EXHIBIT D PROGRAM BUDGET FY 2026/2027 AGENCY NAME: West Valley Community Services of Santa Clara County Inc. PROGRAM NAME: Haven to Home Proposed Program Expenses FY 26-27 Salaries/Benefits/Payroll/Taxes $93,700 Office Supplies Communication Publications/Printing/Advertising Travel Rent/Lease/Mortgage Utilities Insurance Equipment Rental/Maintenance Audit/Legal/Professional Services (for CDBG portion only) Direct Services (Funding for specific service such as a me al, ride) Contracted Services Other (Admin) Total Expenses $93,700 18 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of HSG funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and program name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers 19 All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 c. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 20 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. c. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. 21 b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. c. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. 22 However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. c. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/16/2026 Inszone Insurance Services,LLC 2721 Citrus Road,Suite A Rancho Cordova,CA 95742 Certificate Team 877-308-9663 916-400-2625 certs@inszoneins.com License#:0F82764 Philadelphia Indemnity Insurance Company 18058 WESTVAL-21 Nova Casualty Company 42552WestValleyCommunityServicesofSantaClaraCounty,Inc. 10104 Vista Drive Cupertino,CA 95014-2253 Philadelphia Indemnity Insurance Company 18058 37713815 A X 1,000,000 X 100,000 5,000 1,000,000 3,000,000 X Y Y PHPK2553043-019 6/1/2026 6/1/2027 1,000,000 A 1,000,000 X PHPK2553043-019 6/1/2026 6/1/2027 A X X 2,000,000PHUB863436-019 6/1/2026 6/1/2027 2,000,000 X 10,000 B XYCF1-WK-10000414-03 12/31/2025 12/31/2026 1,000,000 1,000,000 1,000,000 A A C Professional Liability Accident Coverage Fidelity PHPK2553043-019 PHPA160171-002 PHPK2553043-019 6/1/2026 6/1/2026 6/1/2026 6/1/2027 6/1/2027 6/1/2027 Agg/Each Incident Aggregate Dishonesty/Forgery $3000000/$1000000 $500,000 25,000 RE:Legacy Event at Quinland Community Center -10185 N.Stelling Rd.,Cupertino,CA 95014 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as additional insured per forms attached. General Liability and Workers Compensation waiver of subrogation are provided.Coverage is primary and non-contributory per form attached. City of Cupertino Its City Council,Boards and Commissions,Officers,Officials,Employees Attn:Parks &Rec/Facilities 10300 Torre Ave. Cupertino,CA 95014 PI-GLD-HS (10/11) Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments – Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments – Bail Bonds $5,000 5 Supplementary Payment – Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement – Janitorial Services Client Coverage $10,000 limit 6 Additional Insured – Newly Acquired Time Period Amended 6 Additional Insured – Medical Directors and Administrators Included 7 Additional Insured – Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured – Broadened Named Insured Included 7 Additional Insured – Funding Source Included 7 Additional Insured – Home Care Providers Included 7 Additional Insured – Managers, Landlords, or Lessors of Premises Included 7 Additional Insured – Lessor of Leased Equipment Included 7 Additional Insured – Grantor of Permits Included 8 Additional Insured – Vendor Included 8 Additional Insured – Franchisor Included 9 Additional Insured – When Required by Contract Included 9 Additional Insured – Owners, Lessees, or Contractors Included 9 Additional Insured – State or Political Subdivisions Included 10 POLICY NUMBER: PHPK2553043-019 PI-GLD-HS (10/11) Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury – includes Mental Anguish Included 11 Personal and Advertising Injury – includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury “Bodily injury” or property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I – COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured’s request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter’s liability insurance of the client. C. Non-Owned Watercraft SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE PI-GLD-HS (10/11) Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word “fire” is changed to “fire, lightning, explosion, smoke, or leakage from automatic fire protective systems” where it appears in: a. The last paragraph of SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III – LIMITS OF INSURANCE. b. SECTION III – LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V – DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: PI-GLD-HS (10/11) Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I – COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a “violation(s)” of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any “suit,” “investigation,” or “civil proceeding” seeking these damages. However, we will have no duty to defend the insured against any “suit” seeking damages, “investigation,” or “civil proceeding” to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate “violation(s)” by any insured. b. Criminal Acts Any “violation” which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V – DEFINITIONS is amended to include the following additional definitions: a. “Civil proceeding” means an action by the Department of Health and Human Services (HHS) arising out of “violations.” b. “Investigation” means an examination of an actual or alleged “violation(s)” by HHS. However, “investigation” does not include a Compliance Review. c. “Violation” means the actual or alleged failure to comply with the regulations included in the HIPAA. PI-GLD-HS (10/11) Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company G. Medical Payments – Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I – COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I – COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an “employee” in a criminal proceeding occurring in the course of employment. The most we will pay for any “employee” who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of “employees,” claims or “suits” brought or persons or organizations making claims or bringing “suits . PI-GLD-HS (10/11) Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company K. Key and Lock Replacement – Janitorial Services Client Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the “clients” premises due to theft or other loss to keys entrusted to you by your “client,” up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, “employees”, “managers”, directors, trustees, authorized representatives or any one to whom you entrust the keys of a “client” for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organizat ion with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you . (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II – WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this PI-GLD-HS (10/11) Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators – Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors – Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your “employees” are also insureds for “bodily injury” to a co - “employee” while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured – Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source – Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers – At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises – Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any “occurrence” which takes place after you cease to b e a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment – Automatic Status When Required in Lease Agreement With You – Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreeme nt that such person or organization is to be added as an additional insured on your policy. Such person or PI-GLD-HS (10/11) Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company organization is an insured only with respect to liability for “bodily injury,” “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person’s or organization’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any “occurrence” which takes place after the equipment lease expires. h. Grantors of Permits – Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors – Only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; PI-GLD-HS (10/11) Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor – Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract – Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations l. Owners, Lessees or Contractors – Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. PI-GLD-HS (10/11) Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company m. State or Political Subdivisions – Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the “occurrence” or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of PI-GLD-HS (10/11) Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer’s rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury – Mental Anguish SECTION V – DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: “Bodily injury” means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury – Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of “personal and advertising injury” is amended as follows: 1. SECTION V – DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V – DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; PI-GLD-HS (10/11) Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. PI-CXL-001 (03/14) Page 1 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY This policy has been issued in reliance upon the statement in the Declarations made a part hereof and in the application submitted for this insurance. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person qualifying as a Named Insured under this policy. The words "we," "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II – WHO IS AN INSURED. Other words and phrases in this policy that appear in quotation marks have special meaning. Refer to SECTION V – DEFINITIONS. SECTION I – COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement We will pay on behalf of the insured the "ultimate net loss" in excess of the "applicable underlying limit,” whether or not collectible, which the insured becomes legally obligated to pay as damages because of "bodily injury," "property damage" or “personal and advertising injury” to which this insurance applies. Bodily Injury and Property Damage a. This insurance applies to “bodily injury” or “property damage” only if: (1) The “bodily injury” or “property damage” arising out of an “occurrence” takes place in the “coverage territory”; (2) The “bodily injury” or “property damage” occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1.a. of SECTION II – WHO IS AN INSURED and no “employee” authorized by you to give or receive notice of an “occurrence” or claim, knew that the “bodily injury” or “property damage” had occurred, in whole or in part. If such a listed insured or authorized “employee” knew, prior to the policy period, that the “bodily injury” or “property damage” occurred, then any continuation, change or resumption of such “bodily injury” or “property damage” during or after the policy period will be deemed to have been known prior to the policy period. b. “Bodily injury” or “property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.a. of SECTION II – WHO IS AN INSURED or any “employee” authorized by you to give or receive notice of an “occurrence” or claim, includes any continuation, change or resumption of that “bodily injury” or “property damage” after the end of the policy period. c. “Bodily injury” or “property damage” will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.a. of SECTION II – WHO IS AN INSURED or any “employee” authorized by you to give or receive notice of an “occurrence” POLICY NUMBER: PHUB863436-019 PI-CXL-001 (03/14) Page 2 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. or claim: (1) Reports all, or any part, of the “bodily injury” or “property damage” to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the “bodily injury” or “property damage”; or (3) Becomes aware by any other means that “bodily injury” or “property damage” has occurred or has begun to occur. Personal and Advertising Injury This insurance applies to “personal and advertising injury” caused by an offense arising out of your business but only if the offense was committed in the “coverage territory” during the policy period. 2. Defense of Claims or Suits and Supplementary Payments a. We will have the right and duty to defend the insured against any "suit" seeking damages which are payable under COVERAGES A or B including damages wholly or partly within the "retained limit," but which are not payable by a policy of "underlying insurance," or any other available insurance because: (1) Such damages are not covered; or (2) The "underlying insurance" has been exhausted by the payment of claims. Damages because of “bodily injury” include damages claimed by any person or organization for care, loss of services or death resulting at any time from the “bodily injury.” b. We may investigate and settle any claim or "suit" in a. above at our discretion. c. Our right and duty in a. above ends when we have used up the “applicable limit of insurance" in the payment of judgments or settlements. d. We will pay, with respect to any claims or "suits" we defend in a. above: (1) All expense we incur. (2) Up to $2000 for cost of bail bonds (including bonds for related traffic violations) required because of an “occurrence” we cover. We do not have to furnish these bonds. (3) The premium for appeal bonds and bonds to release attachments, but only for bond amounts within the "applicable limit of insurance." We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the insured in the "suit." However, these payments do not include attorneys’ fees or attorneys’ expenses taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If PI-CXL-001 (03/14) Page 3 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. we make an offer to pay the "applicable limit of insurance," we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have: (a) Paid, or offered to pay; or (b) Deposited in court; The part of the judgment that is within the "applicable limit of insurance." These payments will not reduce the limits of insurance. e. We will have no duty to defend the insured against any claim or "suit" that any other insurer has a duty to defend. If we elect to join in the defense of such claims or "suits," we will pay all expenses we incur, but we will not contribute to the expenses of the insured or the “underlying insurer.” f. If we defend an insured against a “suit” and an indemnitee of the insured is also named as a party to the “suit,” we will defend that indemnitee if all of the following conditions are met: (1) The “suit” against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an “insured contract”; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same “insured contract”; (4) The allegations in the “suit” and the information we know about the “occurrence” are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such “suit” and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the “suit”; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the “suit”; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the “suit”; and PI-CXL-001 (03/14) Page 4 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (ii) Conduct and control the defense of the indemnitee in such “suit.” So long as the above conditions are met, attorneys’ fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 3. Exclusions, f.(2) below, such payments will not be deemed to be damages for “bodily injury” and “property damage” and will not reduce the limits of insurance. Our obligation to defend an insured’s indemnitee and to pay for attorneys’ fees and necessary litigation expenses as Supplementary Payments ends when we have used up the “applicable limit of insurance” in the payment of judgments or settlements or the conditions set forth above or the terms of the agreement described in Paragraph f.(6) above. 3. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or “property damage” resulting from the use of reasonable force to protect persons or property. b. Workers Compensation and Similar Laws Any obligation of the insured under a workers’ compensation, disability benefits or unemployment compensation law or any similar law. c. Employment Related Practices "Bodily injury" or “personal and advertising injury” to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person’s employment; or (c) Employment related practices, policies, acts or omissions such as discrimination, criticism, self-defamation, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or malicious prosecution directed at that person (2) The spouse, child, parent, brother or sister of that person as a consequence of “bodily injury” or “personal and advertising injury” to that person at whom any of the employment- related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before, during or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and PI-CXL-001 (03/14) Page 5 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (3) To any obligation to share damages with or to repay someone else who must pay damages because of the injury. d. War “Bodily injury,” “property damage” or “personal and advertising injury” however caused arising, directly or indirectly out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Rebellion, revolution, insurrection, usurped power or action taken by governmental authority in hindering or defending against any of these. e. E.R.I.S.A. Any obligation of the insured under the Employees’ Retirement Income Security Act (E.R.I.S.A.) and any amendments thereto or any similar federal, state, or local statute. f. Contractual Liability "Bodily injury" or “property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an “insured contract,” provided the “bodily injury” or “property damage” occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an “insured contract,” reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of “bodily injury” or “property damage,” provided: (a) Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same “insured contract”; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. g. Aircraft or Watercraft "Bodily injury" or “property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft or watercraft owned, or operated by; or rented or loaned to any insured. Use includes operation and “loading or unloading.” This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. This exclusion does not apply to: PI-CXL-001 (03/14) Page 6 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (1) Watercraft while ashore on premises you own or rent; (2) Watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge. (3) Liability assumed under any “insured contract” for the ownership, maintenance or use of aircraft or watercraft. (4) The extent that valid “underlying insurance” for the aircraft or watercraft liability risks described above exists or would have existed but for the exhaustion of underlying limits for “bodily injury” or “property damage.” Coverage provided will follow the provisions, exclusions and limitations of the “underlying insurance” unless otherwise directed by this insurance; or (5) Aircraft that is: (a) Chartered by, loaned to, or hired by you with paid crew; and (b) Not owned by any insured. h. Auto Coverages (1) “Bodily injury” or “property damage” arising out of the ownership, maintenance or use of any “auto” which is not an “auto” covered by “underlying insurance”; or (2) Any loss, cost or expense payable under or resulting from any first party physical damage coverage; no-fault law; personal injury protection or auto medical payment coverage; or uninsured or underinsured motorist law. In addition, any other auto liability exclusions contained in the applicable “underlying insurance” shown in the Schedule of Underlying shall apply. i. Other Personal and Advertising Injury Exclusions “Personal and advertising injury": (1) Knowing Violation of Rights of Another Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict “personal and advertising injury.” (2) Material Published with Knowledge of Falsity Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. (3) Material Published Prior to Policy Period Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. All "personal and advertising injury" arising out of publication of the same or similar material subsequent to the beginning of the policy period is also excluded. PI-CXL-001 (03/14) Page 7 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (4) Criminal Acts Arising out of a criminal act committed by or at the direction of the insured. (5) Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of a contract or agreement. (6) Breach of Contract Arising out of a breach of contract, except an implied contract to use another’s advertising idea in your “advertisement.” (7) Quality or Performance of Goods – Failure to Conform to Statements Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your “advertisement.” (8) Wrong Description of Prices Arising out of the wrong description of the price of goods, products or services stated in your “advertisement.” (9) Infringement of Copyright, Patent, Trademark or Trade Secret Arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another’s advertising idea in your “advertisement.” However, this exclusion does not apply to infringement in your “advertisement” of copyright, trade dress or slogan. (10) Insureds in Media and Internet Type Businesses Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of websites for others; or (c) An internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 16. a., b. and c. under SECTION V – DEFINITIONS. For the purpose of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (11) Electronic Chatrooms or Bulletin Boards Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over PI-CXL-001 (03/14) Page 8 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. which the insured exercises control. (12) Unauthorized Use of Another’s Name or Product Arising out of the unauthorized use of another’s name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another’s potential customers. j. Damage to Property "Property damage" to property: (1) You own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property; (2) Premises you sell, give away or abandon, if the “property damage” arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of an insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the “property damage” arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because “your work” was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are “your work” and were never occupied, rented or held for rental by you. Paragraphs (1), (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to “property damage” included in the “products-completed operations hazard.” k. Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. l. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard." This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage to Impaired Property or Property Not Physically Injured “Property damage" to "impaired property" or property that has not been physically injured, arising out of: PI-CXL-001 (03/14) Page 9 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Pollution (1) "Bodily injury," “property damage" or “personal and advertising injury” arising out of the actual alleged or threatened discharge, dispersal, seepage, migration, release or escape of “pollutants”: (a) At or from any premises, site or locati on which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) “Bodily injury” if sustained within a building and caused by smoke, fume, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building’s occupants or their guests; (ii) “Bodily injury” or “property damage” for which you may be held liable if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) “Bodily injury” or “property damage” arising out of heat, smoke or fumes from a “hostile fire”; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or PI-CXL-001 (03/14) Page 10 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the “pollutants” are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) “Bodily injury” or “property damage” arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of “mobile equipment” or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the “bodily injury” or “property damage” arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as a part of the operations being performed by such insured, contractor or subcontractor; (ii) “Bodily injury” or “property damage” sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) “Bodily injury” or “property damage” arising out of heat, smoke or fumes from a “hostile fire.” (e) At or from any premises, site or location on which any insured or any contractor or subcontractor working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, “pollutants.” (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, “pollutants”; or (b) Claim or “suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, “pollutants.” However, this paragraph does not apply to liability for damages because of “property damage” that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or “suit” by or on behalf of a governmental authority. As used in this exclusion, “hostile fire” means one which becomes uncontrollable or breaks out from where it was intended to be. PI-CXL-001 (03/14) Page 11 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. p. Discrimination Any liability arising from discrimination: (1) Suffered or allegedly suffered by any person based upon, but not limited to, color, creed, gender, race, national origin, age, handicap, illness, religion or sexual preference; or (2) Due to unfair trade practices. q. Asbestos "Bodily injury,” "property damage" or “personal and advertising injury” arising out of the "asbestos hazard." We shall have no obligation under this policy: (1) To investigate, settle or defend any claim or “suit” against any insured alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the "asbestos hazard"; or (2) To pay, contribute to, or indemnify another for any damages, judgments, settlements, loss, costs or expenses that may be awarded or incurred by reason of any such claim or “suit” or any injury or damage, or in complying with any action authorized by law and relating to such injury or damage. As used in this exclusion: “Asbestos hazard” means: (a) An actual exposure or threat of exposur e to the harmful properties of "asbestos"; or (b) The presence of "asbestos" in any place, whether or not within a building or structure. "Asbestos” means the mineral in any form, including but not limited to fibers or dust. r. Nuclear Energy Liability Under any Liability Coverage, to “bodily injury” or “property damage”: (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limit of liability; (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the insured is, or had this policy not been issued, would be entitled to indemnity from the United States of America, or any agency thereof, with any person or organization; or (3) Resulting from the "hazardous properties" of "nuclear material", if: (a) The "nuclear material" PI-CXL-001 (03/14) Page 12 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (i) Is at any "nuclear facility" owned by, or operated by or on behalf of an insured; or (ii) Has been discharged or dispersed therefrom; (b) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an insured; or (c) The “bodily injury” or “property damage” arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility," but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (c) applies only to “property damage” to such "nuclear facility” and any property threat. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties. “Nuclear material” means “source material,” “special nuclear material,” or “by-product material.” "Source material," "special nuclear material," and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor." "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its “source material” content; and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of “nuclear facility.” "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (i) separating the isotopes of uranium or plutonium; (ii) processing or utilizing "spent fuel"; or (iii) handling, processing or packaging "waste"; (c) Any equipment or device used for processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a PI-CXL-001 (03/14) Page 13 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. self-supporting chain reaction or to contain a critical mass of fissionable material. “Property damage” includes all forms of radioactive contamination of property. s. Liquor Liability “Bodily injury” or “property damage” for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. t. Trade or Economic Sanctions To the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. u. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. This exclusion does not apply if valid “underlying insurance” for the electronic data risks described above exists or would have existed but for the exhaustion of underlying limits for “bodily injury” and “property damage.” Coverage provided will follow the provisions, exclusions and limitations of the “underlying insurance,” unless otherwise directed by this insurance. v. Distribution of Material in Violation of Statutes “Bodily injury” or “property damage” arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of materials or information. SECTION II – WHO IS AN INSURED PI-CXL-001 (03/14) Page 14 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your “executive officers” and directors are insured, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any subsidiary you wholly own, either directly or indirectly, at the inception of our policy. 3. Each of the following is also an insured: a. With respect to the "auto hazard": (1) Anyone using an "auto” you own, hire or borrow including any person or organization legally responsible for such use provided it is with your permission; and (2) Any of your “executive officers,” directors, partners, “employees” or stockholders, operating an "auto" you do not own, hire or borrow while it is being used in your business. None of the following is an insured under (1) or (2) above: (a) Any person employed by or engaged in the duties of an auto sales agency, repair shop, service station, storage garage or public parking place that you do not operate. (b) The owner or lessee of any "auto” hired by or for you or loaned to you and any agent or employee of such lessee. b. With respect to aircraft: Anyone using an aircraft chartered with crew by you or on your behalf and anyone legally responsible for its use except: (1) The owner or crew of the aircraft or any person operating such aircraft; (2) Any manufacturer of the aircraft or any of its parts; (3) Any sales, service or repair company; (4) Any airport or hangar operator; or any “employee” of (2), (3) or (4). c. Except with respect to aircraft and the "auto hazard": PI-CXL-001 (03/14) Page 15 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (1) Your “volunteer workers” only while performing duties related to the conduct of your business, or your “employees,” other than either your “executive officers” (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these “employees” or “volunteer workers” are insureds for: (a) “Bodily injury” or “personal and advertising injury”: (i) To you, to your partners or members (if you are a partnership or joint venture), to a co-“employee” while in the course of his or her employment or performing duties related to the conduct of your business, or to your other “volunteer workers” while performing duties related to the conduct of your business unless insurance for such liability is afforded by the “underlying insurance”; (ii) To the spouse, child, parent, brother or sister of that co-“employee” or “volunteer worker” as a consequence of Paragraph (a)(i) above; (iii) For which there is any obligation to share damage with or repay someone else who must pay damages because of the injury described in Paragraphs (a)(i) or (ii) above; or (iv) Arising out of his or her providing or failing to provide professional health care services. (b) “Property damage” to property: (i) Owned, occupied or used by; (ii) Rented to, in the care custody or control of, or over which physical control is being exercised for any purpose by you, any of your “employees,” “volunteer workers,” any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). (2) Any person (other than your “employee” or “volunteer worker”), or any organization while acting as your real estate manager. (3) Any person or organization having proper temporary custody of your property if you die, but only: (a) With respect to liability arising out of the maintenance or use of that property; and (b) Until your legal representative has been appointed. (4) Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured. However: (1) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; PI-CXL-001 (03/14) Page 16 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (2) Coverage A does not apply to “bodily injury" or "property damage" that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. e. Any person or organization for whom you agreed in writing to provide this insurance for operations you perform or facilities you own or use. This insurance is subject to your "applicable underlying limits" for such operations or facilities. f. Any other person or organization insured under any policy of the "underlying insurance." This grant is subject to all the limitations upon coverage under such policy other than the limits of the “underlying insurers” liability. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III – LIMITS OF INSURANCE 1. The limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: (a) Insureds; (b) Claims made or "suits" brought, or number of vehicles involved; or (c) Persons or organizations making claims or bringing "suits." 2. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all “ultimate net loss” because of “bodily injury” and “property damage” included in the "products- completed operations hazard." 3. The General Aggregate Limit is the most we will pay for the sum of all “ultimate net loss” under Coverage A and Coverage B except: (a) Damages because of “bodily injury” and “property damage” included in the "products- completed operations hazard"; and (b) Damages because of “bodily injury” and “property damage” included in the "auto hazard." 4. Subject to 3. above, the most we will pay under Coverage B for the sum of all “ultimate net loss” because of all "personal and advertising injury" sustained by any one person or organization shall be an amount equal to the Each Occurrence Limit. 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of all “ultimate net loss” under Coverage A because of all "bodily injury" and "property damage" arising out of any one "occurrence." 6. If there is “underlying insurance” with a policy period that is non-concurrent with the policy period of this Commercial Umbrella Liability policy, the “applicable underlying limit” will only be reduced or exhausted by payments for: PI-CXL-001 (03/14) Page 17 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. a. “Bodily injury” or “property damage” which occurs during the policy period of this policy. b. “Personal and advertising injury” for offenses that are committed during the policy period of this policy. However, if any “underlying insurance” is written on a claims-made basis, the “applicable underlying limit” will only be reduced or exhausted by claims for that insurance that are made during the policy period, or any Extended Reporting Period, of this policy. To determine the Limit of Insurance, all "bodily injury" and "property damage" arising out of continuous or repeated exposure to the same general conditions shall be considered one “occurrence." The limits of insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV – CONDITIONS 1. Appeals If the insured or the "underlying insurer" elects not to appeal a judgment in excess of the “applicable underlying limit,” we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the "applicable limit of insurance" for the: (a) Taxable costs; (b) Disbursements; and (c) Additional interest incidental to such appeal; but in no event will we be liable for damages in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of “underlying insurance” and we offer to pay our full share of such judgment, but you or your “underlying insurers” elect to appeal it, you, your “underlying insurers” or both will bear: (1) The cost and duty of obtaining any appeal bond; (2) The taxable costs, disbursements and additional interest incidental to such appeal; and (3) Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. 2. Bankruptcy a. Bankruptcy of Insured Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of our obligations under this insurance. PI-CXL-001 (03/14) Page 18 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. b. Bankruptcy of Underlying Insurer Bankruptcy of the “underlying insurer” will not relieve us of our obligations under this insurance. However, this insurance will not replace the “underlying insurance” in the event of bankruptcy or insolvency of the “underlying insurer.” This insurance will apply as if the “underlying insurance” were in full effect. 3. Cancellation a. The first Named Insured may cancel this insurance by mailing or delivering to us in advance, written notice of cancellation. b. We may cancel this insurance by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for non-payment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled, we will send you any premium refund due. If we cancel, the refund will be pro rata. If you cancel, the refund will be pro rata, less 10% of the pro rata unearned premium. The cancellation will be effective even if we have not made or offered refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Changes This policy contains all the agreements between y ou and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this insurance. 5. Duties in the Event of Occurrence or Offense, Claim or Suit a. You must see to it that we are notified as soon as practicable of any "occurrence" or any offense which may result in a claim under this insurance when the occurrence or offense is known to: (1) You, if you are an individual; (2) Your partner, if you are a partnership; (3) Your member, if you are a joint venture; (4) Your member or manager, if you are a limited liability company; or PI-CXL-001 (03/14) Page 19 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (5) Your officer or insurance manager, if you are an organization other than a partnership, joint venture or limited liability company. b. Notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence." c. If a claim or "suit" is brought against any insured which may result in a claim against this insurance, you must see to it that we receive prompt written notice of the claim or "suit." d. The insured must: (1) Cooperate with the "underlying insurers"; (2) Comply with the terms of the "underlying insurance"; (3) Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of "bodily injury," "property damage", or "personal and advertising injury" with respect to which insurance is provided under this or any policy of "underlying insurance." (4) When we believe that a claim may exceed the "underlying insurance," we may join with the insured and the "underlying insurer" in the investigation, settlement and defense of all claims and "suits” in connection with such "occurrence" or offense. In such event, the insured must cooperate with us. 6. Examination of your Books and Records We may examine and audit your books and records as they relate to this insurance: a. At any time during the policy period; b. Up to three years afterward; or c. Within one year after final settlement of all claims under this insurance. 7. Inspection and Surveys We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: PI-CXL-001 (03/14) Page 20 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (1) Are safe or healthful; or (2) Comply with laws, regulations, codes or standards. 8. Legal Action Against Us No person or organization has a right under this insurance: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this insurance unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial. We will not be liable for damages that: (1) Are not payable under the terms of this insurance; or (2) Are in excess of the "applicable limit of insurance." An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant’s legal representative. 9. Maintenance of / Changes to Underlying Insurance The “underlying insurance” listed in the Schedule of Underlying Insurance in the Declarations shall remain in full effect throughout the policy period except for reduction of the aggregate limit due to payment of claims, settlements or judgments. Failure to maintain “underlying insurance” will not invalidate this insurance. However, this insurance will apply as if the “underlying insurance” were in full effect. If there is an increase in the scope of coverage of any “underlying insurance” during the term of this policy, our liability will be no more than it would have been if there had been no such increase. You must notify us as soon as practicable when any “underlying insurance” is no longer in effect or if the limits or scope of coverage of any “underlying insurance” is changed. 10. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this policy. When this insurance is excess, we will have no duty under this policy to defend the insured against any “suit” if any other insurer has a duty to defend the insured against that “suit.” If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers. b. When this insurance is excess over other insurance, we will pay only our share of the “ultimate net loss” that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and PI-CXL-001 (03/14) Page 21 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (2) The total of all deductible and self-insured amounts under all that other insurance. 11. Transfer of Rights of Recovery Against Others to Us a. If any insured has rights to recover from any other person or organization all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce them. b. Any such recovery shall be applied as follows: (1) First, any person or organization (including the insured) that has paid an amount in excess of the applicable limits of insurance of this policy will be reimbursed for the actual excess amount paid under this policy; (2) Then, we will be reimbursed up to the amount we have paid; and (3) Last, any insured or issuer of scheduled “underlying insurance” is entitled to claim the remainder, up to the amount that insured or issuer of scheduled “underlying insurance” has paid. c. Expenses incurred in the exercise of such rights of recovery shall be apportioned among such persons or organizations, including the insured, in the same ratio as their respective recoveries are finally shared. 12. Premium a. The first Named Insured has primary responsibility for the payment of all premiums and will be the payee for any return premiums. b. If the premium is a flat charge, it is not subject to adjustment except as provided in d. below. c. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of each year in which this insurance is in force at the rate shown in the Declarations, subject to the Minimum Annual Premium. d. Additional premium may become payable when coverage is provided for additional insureds; and Named Insureds under the provisions of SECTION II – WHO IS AN INSURED, Items 3. d., e., and f. 13. Premium Audit a. You must keep record of the information we need for premium computation and send us copies at such times as we may request; b. At the close of each audit period we will compute the earned premium for that period; and c. Audit premiums are due and payable on notice to you. 14. Representations or Fraud By accepting this insurance, you agree: a. The statements in the Declarations and any subsequent notice relating to "underlying PI-CXL-001 (03/14) Page 22 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. insurance" are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this insurance in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. 15. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to you in this insurance, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 16. Transfer of your Rights and Duties Under this Insurance Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to: a. Your legal representative but only while acting within the scope of duties as your legal representative. b. Anyone having your rights and duties but only with respect to that property, until your legal representative is appointed. 17. When Loss is Payable Coverage under this policy will not apply until the insured, or the insured’s “underlying insurer” has paid or is obligated to pay the full amount of the “applicable underlying limit.” When the amount of damages is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of damages covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the “retained limit.” 18. Transfer of Defense When the underlying limits of insurance have been used up in the payment of judgments or settlements, the duty to defend will be transferred to us. We will cooperate in the transfer of control to us of outstanding claims or “suits” seeking damages to which this insurance applies which would have been covered by the “underlying insurance” had the applicable limit not been used up. SECTION V – DEFINITIONS 1. “Advertisement” means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: PI-CXL-001 (03/14) Page 23 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. a. Notices that are published include material placed on the internet or on similar electronic means of communication. b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Applicable limit of insurance" means the maximum amount we will pay as damages in accordance with SECTION III – LIMITS OF INSURANCE. 3. "Applicable underlying limit" means: a. If the policies of "underlying insurance" apply to the "occurrence" or offense, the greater of: (1) The amount of insurance stated in the policies of "underlying insurance" in the Declarations or any other available insurance less the amount by which any aggregate limit so stated has been reduced solely due to payment of claims; or (2) The "retained limit" shown in the Declarations; or b. If the policies of "underlying insurance" do not apply to the "occurrence" or offense, the amount stated in the Declarations as the "retained limit." The limits of insurance in any policy of "underlying insurance" will apply even if: (a) The "underlying insurer" claims the insured failed to comply with any condition of the policy; or (b) The "underlying insurer" becomes bankrupt or insolvent. 4. "Auto" means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public road, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, “auto” does not include “mobile equipment.” 5. "Auto hazard" means all "bodily injury" and "property damage" for which liability insurance is afforded under the terms of the auto policy of "underlying insurance," other than the limits of insurance of the auto policy of "underlying insurance." 6. "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including death resulting from any of these at any time. 7. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: PI-CXL-001 (03/14) Page 24 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) “Personal and advertising injury” offenses that take place through the internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to. 8. “Employee” includes a “leased worker.” “Employee” does not include a “temporary worker.” 9. “Executive officer” means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract agreement; if such property can be restored to use by: (1) The repair, replacement, adjustment or removal of "your product" or "your work"; or (2) Your fulfilling the terms of the contract or agreement. 11. “Insured contract” means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an “insured contract”; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your “employees,” of any “auto.” However, such contract or agreement shall not be considered an “insured contract” to the extent that it obligates you or any of your “employees” to pay for “property damage” to any “auto” rented or leased by you or any of your “employees.” g. That part of any other contract or agreement pertaining to your business (including an PI-CXL-001 (03/14) Page 25 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for “bodily injury” or “property damage” to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs f. and g. do not include that part of any contract or agreement: (1) That indemnifies a railroad for “bodily injury” or “property damage” arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an “auto” to you or any of your “employees,” if the “auto” is loaned, leased or rented with a driver; or (3) That holds a person or organization engaged in the business of transporting property by “auto” for hire harmless for your use of a covered “auto” over a route or territory that person or organization is authorized to serve by public authority. 12. “Leased worker” mans a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. “Leased worker” does not include a “temporary worker.” 13. “Loading or unloading” means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or “auto”; b. While it is in or on an aircraft, watercraft or “auto”; or c. While it is being moved from an aircraft, watercraft or “auto” to the place where it is finally delivered; but “loading or unloading” does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or “auto.” 14. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: PI-CXL-001 (03/14) Page 26 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, “mobile equipment” does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered “autos.” 15. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 16. "Personal and advertising injury" means injury, including consequential "bodily injury," arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another’s advertising idea in your “advertisement; or g. Infringing upon another’s copyright, trade dress or slogan in your “advertisement.” 17. “Pollutants” mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, PI-CXL-001 (03/14) Page 27 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. reconditioned or reclaimed. 18. "Products-completed operations hazard": a. Includes all "bodily injury" and “property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 19. "Property damage" means: (a) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (b) Loss of use of tangible property that is not phy sically injured. All such loss shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 20. "Retained limit" is the amount stated in the Declarations as such. If the policies of "underlying insurance" do not apply to the "occurrence" or offense, the insured shall retain this amount as self-insurance with respect to: (a) "Bodily injury" or "property damage" caused by each "occurrence"; or (b) "Personal and advertising injury" sustained by any one person or organization. PI-CXL-001 (03/14) Page 28 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. The “retained limit” does not apply to “occurrences” or offenses which would have been covered by “underlying insurance” but for the exhaustion of applicable limits. 21. "Suit" means a civil proceeding in which damages because of "bodily injury," "property damage," or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: (a) An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or (b) Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent or the “underlying insurer’s” consent. 22. “Temporary worker” means a person who is furnished to you to substitute for a permanent “employee” on leave or to meet seasonal or short-term workload conditions. 23. “Ultimate net loss" means the total sum, after reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of settlement or judgments or any arbitration or other alternate dispute method entered into with our consent or the “underlying insurer’s” consent. 24. "Underlying insurance" means any policies of insurance listed in the Declarations under the Schedule of Underlying Insurance and includes: a. Any renewal or replacement of such policies; and b. Any other insurance available to the insured. 25. "Underlying insurer" means any insurer which provides any policy of insurance listed in the Schedule of Underlying Insurance or any other insurance available to the insured. 26. “Volunteer worker” means a person who is not your “employee,” and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 27. "Your product" means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: (a) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (b) The providing of or failure to provide warnings or instructions. PI-CXL-001 (03/14) Page 29 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. 28. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, or performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. INSURED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned By CF1-WK-10000414-03 12-31-25 NOVA Casualty Company WEST VALLEY COMMUNITY SERVICES INCL. 1998 by the Workers’ Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB’s California Workers’ Compensation Insurance Forms Manual 1999. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers’ compensation premium otherwise due on such remuneration. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER PRIOR TO A LOSS. PI-GL-005 (07/12) Page of Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: Name of Person or Organization (Additional Insured): SECTION II – WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for “bodily injury,” “property damage” or “personal and advertising injury” arising out of or relating to your negligence in the performance of “your work” for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or ”occurrence” we cover for this Additional Insured. The Additional Insured’s limits of insurance do not increase our limits of insurance, as described in SECTION III – LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. City of Cupertino, Cupertino City Hall 06/01/2014 2 7 POLICY NUMBER: PHPK2553043-019 Haven To Home Final Audit Report 2026-08-27 Created:2026-08-05 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAkCH_SZveOU6bJDkgpU3_A-ExFFfOvyfi "Haven To Home" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-08-05 - 4:29:41 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-08-05 - 4:32:08 PM GMT Email viewed by aracelia@cupertino.org 2026-08-05 - 4:32:19 PM GMT- IP address: 98.92.132.188 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-08-06 - 0:49:16 AM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-08-06 - 0:49:18 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to michaelw@cupertino.org for signature 2026-08-06 - 0:49:20 AM GMT Email viewed by michaelw@cupertino.org 2026-08-06 - 0:49:29 AM GMT- IP address: 100.52.209.160 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-08-06 - 1:47:13 AM GMT- IP address: 69.181.158.199 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-08-06 - 1:47:15 AM GMT - Time Source: server- IP address: 69.181.158.199 - Signature Appearance Selected: TYPE Document emailed to lukec@cupertino.org for signature 2026-08-06 - 1:47:17 AM GMT Email viewed by lukec@cupertino.org 2026-08-06 - 1:47:24 AM GMT- IP address: 3.91.200.46 Email viewed by lukec@cupertino.org 2026-08-24 - 6:27:14 PM GMT- IP address: 54.242.30.15 Signer lukec@cupertino.org entered name at signing as Luke T Connolly 2026-08-27 - 5:16:25 PM GMT- IP address: 64.165.34.3 Document e-signed by Luke T Connolly (lukec@cupertino.org) Signature Date: 2026-08-27 - 5:16:27 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-08-27 - 5:16:30 PM GMT Email viewed by laurens@cupertino.org 2026-08-27 - 5:16:39 PM GMT- IP address: 44.200.82.56 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-08-27 - 5:39:05 PM GMT- IP address: 69.149.42.28 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-08-27 - 5:39:07 PM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE Document emailed to Sujatha Venkatraman (sujathav@wvcommunityservices.org) for signature 2026-08-27 - 5:39:10 PM GMT Email viewed by Sujatha Venkatraman (sujathav@wvcommunityservices.org) 2026-08-27 - 6:16:05 PM GMT- IP address: 24.6.141.121 Document e-signed by Sujatha Venkatraman (sujathav@wvcommunityservices.org) Signature Date: 2026-08-27 - 6:20:29 PM GMT - Time Source: server- IP address: 24.6.141.121 - Signature Appearance Selected: IMAGE Agreement completed. 2026-08-27 - 6:20:29 PM GMT