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23-101 Sourcewise (HICAP) and City MOU FinalMEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF CUPERTINO AND SOURCEWISE REGARDING HEALTH INSURANCE COUNSELING AND ADVOCACY PROGRAM This Memorandum of Understanding (“MOU”) is between the City of Cupertino (“City”) and Sourcewise (together, the “Parties”) for Health Insurance Counseling and Advocacy Program (“Program”) in-person at a City facility. WHEREAS, the City and the Organization desire to enter this MOU to host the Program, to benefit members of the public by providing Health Insurance Counseling and Advocacy Program (described in Section 3 and 4 of this MOU); and WHEREAS, the City and the Organization have determined that it is to their mutual advantage to enter into this MOU, which will allow the Organization to host the Program in-person at a City facility for the public; and WHEREAS, a MOU between the Parties is necessary to outline the purpose of this collaboration; NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, it is mutually understood and agreed by and between the parties hereto as follows: 1. Term a. This MOU is effective on the last date signed below (“Effective Date”) and will remain in effect through July 1, 2025 (“Expiration Date”). City may terminate the contract for cause or without cause at any time and will notify Organization as soon as possible. 2. Coordination a. Representatives from the Organization and the City will meet before the Program to set dates, times, and locations for the services offerings. 3. City Obligations a. Refrain from subtle or overt coercion of the HICAP Counselor to recommend or bias the client toward particular HMO’s, PPO’s and other health insurance policies or agents. b. Allow HICAP to counsel clients about all types of health insurance plans and options. c. Understand that the HICAP Counselor role is to educate and assist the client in making informed decisions. d. Understand that the HICAP services are available to all Medicare beneficiaries of any age, in addition to the elderly 60 years of age and older. e. Provide a confidential office space for the HICAP Counselor with access to telephone, printer, internet/Wi-Fi access for the HICAP Counselor’s laptop (or use of a secure computer as needed). f. Clarify in all advertising that the HICAP Counselor represents HICAP. It will further state that HICAP is funded by the California Department of Aging and Sourcewise. g. Not allow any other outside health insurance counseling or health insurance marketing on the same days HICAP counseling or HICAP presentations occur at the site. h. Understand that HICAP Counselors are under sole supervision of HICAP Personnel. i. Allow all volunteers referred by Site as a potential HICAP Counselor to meet the approval of the HICAP staff. j. Prohibit the sale of health insurance for Medicare beneficiaries and seniors 60 years of age and older during the tenure of this agreement on site premises. k. Attend the annual HICAP site meeting and updates as scheduled. l. Allow HICAP Counselors to wear badges identifying themselves as HICAP representatives. m. Contact HICAP Director to address any concerns about the HICAP Counselor. n. Train staff on how to schedule HICAP appointments including the use of scheduling tools or platforms that HICAP may implement during the contract term. o. Confirm counseling appointments the day before, but no later than the morning of the appointment, with the client and the HICAP Counselor. 4. Organization Obligations a. Provide trained registered HICAP Volunteer Counselors b. Provide ongoing supervision of HICAP Volunteer Counselors. c. Provide substitute HICAP Counselors as available. d. Provide publicity materials. e. Provide community education speakers. f. Provide training on scheduling and referral processes for HICAP Counseling appointments. g. Supply all volunteer counseling forms and materials. h. Monitor and evaluate ongoing progress of HICAP services at participating sites. 5. Compensation a. The services described above are provided by the Parties as a service to the community. Unless otherwise mutually agreed upon in writing by the parties, the Parties will not compensate (i.e. provide remuneration to) each other for the services described above. 6. General Provisions a. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Organization agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and contractors (collectively, “Indemnitees”), through legal counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation, arbitrations, administrative, and regulatory proceedings), of every nature, arising out of or in any way related to Organization’s or Organization’s agents performance of this MOU. This includes but is not limited to Liability resulting in personal injury, death, property damage, or economic losses. Organization must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. This provision shall survive termination of the MOU. b. Insurance. Organization shall comply with the insurance requirements in Exhibit A. City will not execute the MOU until it has received and approved satisfactory certificates of insurance and endorsements evidencing the type, amount, and dates of coverage. c. Entire Agreement. This MOU represents the full and complete understanding of every kind of nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. d. Amendment. Any amendment to or modification of this MOU will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this MOU. e. Governing Law and Venue. This MOU is governed by the laws of the State of California. Any lawsuits files related to this MOU must be filed with the Superior Court for the County of Santa Clara, State of California. f. Third Party Beneficiaries. There are no intended third-party beneficiaries of this MOU. g. Headings. The headings in this MOU are for convenience only, are not a part of the MOU, and in no way affect, limit, or amplify the terms or provisions of this MOU. h. Severability / Partial Invalidity. If any term or provision of this MOU, or its application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this MOU or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this MOU to carry out its intent. i. Survival. All provisions which by their nature must continue after the MOU expires or is terminated shall survive the MOU and remain in full force and effect. j. Notices. All notices, requests, and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery; or the date confirmed by the reputable overnight delivery service; or on the fifth calendar day after deposit in the United States Mail, postage prepaid; or the next business day following submission by electronic mail: To City of Cupertino 10185 North Stelling Road Cupertino, CA 95014 Attention: Alex Greer Contact Info: (408) 777-1379 Alexg@cupertino.org To Sourcewise 3100 De La Cruz Blvd, Suite 310 Santa Clara, CA 95054 Attention: Marcelo Espiritu Contact Info: (408) 350-3200 Mespiritu@mysourcewise.com IN WITNESS WHEREOF the Parties have executed this Memorandum of Understanding which shall become effective upon the date of the execution of the MOU by all parties. CITY OF CUPERTINO A Municipal Corporation By Name Title Date Sourcewise By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Marcelo Espiritu Director, HICAP Sep 6, 2023 Christopher D. Jensen Rachelle Sander Director of Parks and Recreation Sep 6, 2023 Sep 6, 2023 Exhibit A Insurance Requirements As required by the MOU, Organization shall procure prior to commencement of Programs and maintain the following insurance for the duration of the MOU against claims arising from or in connection with Organization, its agents, representatives, employees or subcontractors Programs under this MOU. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/location (CG 25 03 or 25 04) or be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Organization's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 0001 covering Code 1 (any auto), or if Organization has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory and Employer’s Liability Insurance limits of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability: Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Organization’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Organization’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Organization’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Organization waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Organization, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Organization must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Organization must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Organization shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subco nsultant’s insurance policies. Higher Insurance Limits If Organization maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Organization. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/26/2023 10023 Sourcewise 3100 De La Cruz Blvd, #310 Santa Clara, CA 95054 A 1,000,000 X X 202314829 1/1/2023 1/1/2024 500,000 Owner’s & Contractor 20,000 See "Other Covg"1,000,000 3,000,000 3,000,000 1,000,000A X 202314829 1/1/2023 1/1/2024 2,000,000A 202314829UMBNPO 1/1/2023 1/1/2024 10,000 2,000,000 A General Liability 202314829 1/1/2023 Aggregate Limit 3,000,000 A General Liability 202314829 1/1/2023 1/1/2024 Occurrence 1,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as an additional insured (primary and non-contributory) on General Liability policy and additional insured on Automobile Liability policy per attached endorsements. Waiver of Subrogation is included on General Liability policy per the attached endorsement. Cancellation notice endorsement for the General Liability policy is attached. City of Cupertino Department of Parks and Recreation 10300 Torre Ave. Cupertino, CA 95014 SOURCEW-01 PIHPATRA2 ProCo Insurance Services 910 E Hamilton Ave #410 Campbell, CA 95008 House - SRS Suhr Risk None@none.com Alliance of Nonprofits for Insurance, Risk Retention Group Agg & SSSPL 1/1/2024 X X X X X X X X X POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION CG 20 26 12 19 2023-14829 Named Insured: Sourcewise Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Name Of Additional Insured Person(s) Or Organization(s): SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 of 1CG 20 26 12 19 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION CG 20 10 12 19 2023-14829 Named Insured: Sourcewise Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. All insured premises and operations. Location(s) Of Covered Operations Name Of Additional Insured Person(s) Or Organization(s) SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, 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(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and A. B.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: 1. 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 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. © Insurance Services Office, Inc., 2012 Page 1 of 2CG 20 10 12 19 2. 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. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 2 of 2CG 20 10 12 19 POLICY NUMBER: 2023-14829 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: A. C.With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: Section II – WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III – LIMITS OF INSURANCE is amended to include: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or Page 1 of 2NIAC-E61 02 19 POLICY NUMBER: 2023-14829 Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for "your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE. (e) (1)When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)’ rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)’ own insurance. Page 2 of 2NIAC-E61 02 19 SourcewiseNAMED INSURED: FORM: NIAC-E26 11 17 POLICY NUMBER: 2023-14829 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM This endorsement modifies insurance provided under the following: Name of Person or Organization: SCHEDULE Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization, who may be named in the schedule above, because of payments we make for injury or damage. 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PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE ONLY In consideration of the premium charged, it is understood and agreed that the following is added as an additional insured: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) But only as respects a legally enforceable contractual agreement with the Named Insured and only for liability arising out of the Named Insured's negligence and only for occurrences of coverages not otherwise excluded in the policy to which this endorsement applies. It is further understood and agreed that irrespective of the number of entities named as insureds under this policy, in no event shall the company's limits of liability exceed the occurrence or aggregate limits as applicable by policy definition or endorsement. NA ISSUE DATE: 07-03-2023 1743601-2023 198 01-01-2024 01-01-2023/01-01-2024 CITY OF CUPERTINO NA DEPARTMENT OF PARKS AND RECREATION 10300 TORRE AVE CUPERTINO CA 95014-3202 30 30 EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 01-01-2023 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 2023-07-03 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME: CITY OF CUPERTINO SOURCEWISE-CAREACCESS SILICON VALLEY (A NA NON-PROFIT CORP.) 3100 DE LA CRUZ BLVD STE 310 SANTA CLARA CA 95054 PRINTED : 07-03-2023 CERTHOLDER COPY [RDP,CN] Sourcewise (HICAP) and City MOU Final Final Audit Report 2023-09-06 Created:2023-09-06 By:Kevin Khuu (KevinK@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAmk_xO1Wy4LWtpSRTcZUbLEv_B1GMriHd "Sourcewise (HICAP) and City MOU Final" History Document created by Kevin Khuu (KevinK@cupertino.org) 2023-09-06 - 5:55:08 PM GMT- IP address: 174.62.75.160 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-09-06 - 5:57:43 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-09-06 - 5:59:59 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Marcelo Espiritu (mespiritu@mysourcewise.com) for signature 2023-09-06 - 6:00:01 PM GMT Email viewed by Marcelo Espiritu (mespiritu@mysourcewise.com) 2023-09-06 - 6:00:34 PM GMT- IP address: 104.47.66.126 Document e-signed by Marcelo Espiritu (mespiritu@mysourcewise.com) Signature Date: 2023-09-06 - 6:00:59 PM GMT - Time Source: server- IP address: 12.166.32.194 Document emailed to christopherj@cupertino.org for signature 2023-09-06 - 6:01:01 PM GMT Email viewed by christopherj@cupertino.org 2023-09-06 - 6:02:34 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-09-06 - 6:03:00 PM GMT- IP address: 136.24.22.111 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-09-06 - 6:03:02 PM GMT - Time Source: server- IP address: 136.24.22.111 Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature 2023-09-06 - 6:03:04 PM GMT Email viewed by Rachelle Sander (rachelles@cupertino.org) 2023-09-06 - 8:02:03 PM GMT- IP address: 104.47.73.254 Document e-signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2023-09-06 - 8:02:24 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-09-06 - 8:02:26 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-09-06 - 8:18:13 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-09-06 - 8:18:21 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-09-06 - 8:18:21 PM GMT