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24-118 MOU's for Bay Area Community Resources for Hosting a Climate Corps Fellow1 Memorandum of Understanding (MOU) between Bay Area Community Resources and City of Cupertino September 1, 2024 – August 31, 2025 SUBJECT: Sustainability Service Corps This MEMORANDUM OF UNDERSTANDING is hereby made and entered into by and between Bay Area Community Resources, hereinafter referred to as “BACR” and City of Cupertino, hereinafter referred to as “Host Agency”. Collectively, BACR and Host Agency are hereinafter referred to as the “Parties.” ARTICLE I – BACKGROUND AND OBJECTIVES BACR has contracted with AmeriCorps (formerly Corporation for National and Community Service – CNCS) through California Volunteers to implement the Sustainability Service Corps program. BACR is collaborating with public and nonprofit organizations across the state of California to recruit, train, and place Sustainability Service Corps Fellows, hereinafter referred to as “Fellow(s)”, at public and nonprofit organizations, where they will support greenhouse gas reduction programs or other sustainability projects, such as implementing programs that save energy, water, or waste; educating students in classrooms or online; developing Greenhouse Gas Inventories, Climate Action Plans, and other capacity-building documents; and conducting outreach to raise community engagement. Fellows will ideally devote an average minimum of 24 hours per week to directly working on emissions, water, waste, or energy reduction projects. The following recitals describe the purpose of this MOU: ● BACR and Host Agency agree to partner to implement projects with the support of Fellows. ● Fellows can only serve on contracted and allowable service activities outlined in the volunteer description which is co-created by BACR and Host Agency. ● The nature of the program necessitates Host Agency participation in timely outcome reporting and support for the Fellow(s). ● Host Agency desires to host Fellow(s), and BACR desires to provide Fellow volunteer service to Host Agency. This document is to establish the basic guidelines and expectations between the Host Agency and BACR. 2 ● The Host Agency and BACR enter into this MOU in order to memorialize the terms of BACR's performance of the services and the Host Agency's obligations with respect thereto. The objectives of the program are as follows: ● Host Agency will be able to report measurable reductions in greenhouse gas (GHG) emissions, energy, water, or waste at the end of the Fellowship. ● Fellows may support the Host Agency through efforts in community outreach, capacity building climate resiliency projects, and K-12 youth education. ● Fellows will be able to develop a practical skill set and expertise in the realm of climate change management at the community level. ● Host Agency communities will be able to increase community participation towards further GHG reductions through volunteer opportunities that are created and/or increased through the participation of the Fellow. The Parties will work together to promote the partnership and its benefits to the projects and community at large. Per Federal Guidelines and BACR policies, the Sustainability Service Corps Program must follow equal opportunity requirements and be accessible to persons with disabilities by providing reasonable accommodation. In support of this: ● BACR and Host Agency will comply with Equal Opportunity guidelines. ● BACR and Host Agency will endeavor to make reasonable accommodations to known physical or mental limitations of qualified Fellows with disabilities unless the accommodation would impose an undue hardship on the program operations. ● BACR and Host Agency will endeavor to accommodate the sincere religious beliefs of Fellows to the extent such accommodation does not pose an undue hardship on the Host Agency's operations. ● BACR and Host Agency will not allow any form of retaliation against individuals who raise issues of reasonable accommodation. ARTICLE II – FELLOWSHIP TERM The Fellows’ term of service with the Host Agency is for a period of 11 months. The term of service starts as soon as September 1, 2024, but no later than October 2, 2024, and ends no later than August 31, 2025. While working for the Host Agency, the Fellow(s) will complete a minimum of 1,700 volunteer hours total. The Fellow(s) are expected to finish their term of 3 volunteer service through their scheduled end date even if they reach their minimum hours target sooner. It is expected that the Fellow(s) will devote 80-90% of their time (1,360-1,530 hours) to “Service” (projects agreed upon with the Host Agency and detailed in the Scope of Work, see Article III) and 10-20% of their time (170-340 hours) to “Training” (structured and independent professional development opportunities including mandatory Sustainability Service Corps trainings and events). No more than 20% of time will be spent on “Training”. If a Fellow is unable to complete the expected number of hours by the end date in the Fellow’s contract (i.e. Member Service Agreement) due to any unforeseen circumstances during their term they may, at the discretion of BACR and the agency, be allowed time to complete their hours at the agency, or at another approved agency where there are volunteer service opportunities available. The last day Fellows are eligible to earn hours for the 2024-25 program year will be August 31, 2025. ARTICLE III – BACR SCOPE OF SERVICES BACR agrees to perform the following services: ● Be the official employer-of-record for the Fellow(s) which includes providing a volunteer living allowance stipend of $2,838.917/month, as well as coverage options for healthcare, childcare, and student loan deferment. To further clarify, the Host Agency shall have no employment relationship with the Fellow(s). The Fellow(s) are not entitled to any additional benefits or compensation the Host Agency offers to its employees. ● Recruit, screen, and select the Fellow(s). BACR will lead, and Host Agency will assist, in the selection of the Fellow(s), including, without limitation, developing a volunteer position description, conducting interviews of Fellowship applicants, and participating in the final selection of the Fellow(s). The Fellow(s) must be a permanent resident of California by the time mandatory background checks are conducted before the start of the Fellowship. ● Train Fellow(s) with a comprehensive training program. Fellows are expected to attend mandatory events and complete volunteer assignments in a timely manner. BACR will ensure that the training program does not exceed the agreed upon total number of “Training” hours as defined in Article II. The training program includes: ○ Resources ■ A training manual of AmeriCorps and Sustainability Service Corps program policies, best practices, and conduct expectations; ■ Access to professional networks and coaching. ○ In-Person Events ■ A four-day orientation before “Service” begins with the Host Agency; 4 ■ A mid-year retreat; ■ An end-of-year graduation celebration. ○ Online Trainings ■ Monthly, virtual, three-hour workshops facilitated by BACR with a focus on professional development and transferable skill-building. Host Agency will be provided with a full schedule prior to the start of the program; ■ Enrollment in the University of California’s Climate Stewards Certification program, a six-month course featuring six monthly classes (3-4 hours each), coursework, assigned readings, and field trips. ○ Independent Professional Development ■ Customizable, self-directed opportunities designed by the Fellow(s) and the Parties to support the Fellow(s) professional development and career pursuits; ■ Access to a professional development budget from BACR. ● Support Fellow(s) and Host Agency via required meetings and assignments, including: ○ A Regional Supervisor (a representative from BACR) assigned to the Host Agency whose main function is to support both the Host Agency and the Fellow during the term of service through monthly verbal check-in meetings, email support, professional development resources, and conflict resolution, if necessary; ○ Monthly, virtual supervision meetings attended by the Fellow(s), the Site Representative (a person assigned by the Host Agency to direct the Fellow(s) in their projects), and the Regional Supervisor; ○ Two Fellowship Performance Reviews including surveys completed by the Host Agency and Fellow and debrief conversations facilitated by the Regional Supervisor; ○ A specific Fellowship Scope of Work plan developed by the Fellow with the Host Agency that aligns with the GHG reduction initiatives provided by the Host Agency within the first month of service; ○ Defined metrics for the Fellow to measure and track the progress of resource waste reduction, K-12 education, capacity building, or community outreach throughout the placement, developed collaboratively by the Parties. ● Define and implement any corrections to Fellow’s plan determined to be necessary based on feedback collected from Fellow and Host Agency. ● Ensure that Fellow(s) do not do the following while charging time to the AmeriCorps Program, accumulating service or training hours, or otherwise performing activities supported by the AmeriCorps Program: ○ Engage in any activity that is illegal under local, state or federal law; ○ Engage in activities that pose a significant safety risk to others; ○ Engage in any of the Prohibited Activities outlined in the Policies & Procedures handbook, including, but not limited to: 5 ■ Attempting to influence legislation; ■ Organizing or engaging in protests, petitions, boycotts, or strikes; ■ Assisting, promoting, or deterring union organizing; ■ Impairing existing contracts for services or collective bargaining agreements; ■ Engaging in partisan political activities, or other activities designed to influence the outcome of an election to any public office; ■ Participating in, or endorsing, events or activities that are likely to include advocacy for or against political parties, political platforms, political candidates, proposed legislation, or elected officials; ■ Engaging in religious instruction, conducting worship services, providing instruction as part of a program that includes mandatory religious instruction or worship, constructing or operating facilities devoted to religious instruction or worship, maintaining facilities primarily or inherently devoted to religious instruction or worship, or engaging in any form of religious proselytization; ■ Providing a direct benefit to a business organized for profit; a labor union; a partisan political organization; or a nonprofit organization that fails to comply with the restrictions contained in section 501(c)(3) of the Internal Revenue Code of 1986 except that nothing in this section shall be construed to prevent participants from engaging advocacy activities undertaken at their own initiative; and ■ An organization engaged in the religious activities described in paragraph (g) of this section, unless AmeriCorps assistance is not used to support those religious activities; ■ Conducting a voter registration drive or using AmeriCorps-funded time to conduct a voter registration drive; ■ Providing abortion services or referrals for receipt of such services; and ■ Such other activities as the AmeriCorps may prohibit. ○ AmeriCorps members may support fundraising and resource-gathering for direct support of your program's service activities, but with restrictions: ■ Examples of fundraising activities AmeriCorps members may perform include, but are not limited to, the following: ● Seeking donations of books from companies and individuals for a program in which volunteers teach children to read; ● Support research and writing of a grant proposal to a foundation to secure resources to support the training of volunteers; ● Securing supplies and equipment from the community to enable volunteers to help build houses for low-income individuals; 6 ● Securing financial resources from the community to assist in launching or expanding a program that provides social services to the members of the community and is delivered, in whole or in part, through the members of a community-based organization; ● Seeking donations from alumni of the program for specific service projects being performed by current members. ■ AmeriCorps members may not: ● Raise funds for living allowances or for an organization's general (as opposed to project) operating expenses or endowment; ● Write a grant application to the Corporation or to any other Federal agency. ● Spend more than 10% of their term of service performing fundraising activities. ○ Individuals may exercise their rights as private citizens and may participate in the activities listed above on their initiative, on non-AmeriCorps time, and using non- AmeriCorps funds. However, the AmeriCorps logo must not be worn while doing so. ● Support and encourage the promotion of National Service through the following: ○ Posting AmeriCorps and National Service information at all service sites ○ Posting a list of the above Prohibited Activities at all service sites ○ Ensuring Fellows wear appropriate uniforms or AmeriCorps pin as required by BACR ○ Allowing Fellows to leave the program site to participate in pre-arranged National Service identity activities and monthly training days. ○ Allowing Fellows to spend up to a maximum of 20% of their total hours on thematic professional development activities (including regular monthly programmatic training days). Each Party reserves the right to remove Fellow(s) from Host Agency should the placement become unsuitable or unsafe for Fellow(s). BACR will make reasonable attempts to address and mitigate concerns with Partners as appropriate. ARTICLE IV – HOST AGENCY REQUIREMENTS, RESPONSIBILITIES, AND EXPECTATIONS In order to provide a clear and well-defined service experience for participating Fellow(s), Host Agency agrees to: ● Provide at least one specific GHG reduction initiative that the Fellow(s) can work on during their term of service. Initiatives must be well-defined, approved for 7 implementation and include specific emissions, water, waste, or energy reduction, and/or education, community outreach, or capacity-building targets, or have the capacity to define specific project targets. Host Agency will work with BACR to finalize a mutually agreed-upon Scope of Work no later than one month after the Fellow(s) begins work. ● Assign a Site Representative who will be available: ○ To devote at least one hour per week of direct one-on-one time with Fellow(s). This time is different from time spent working together on projects; the one-on- one time should be structured with an agenda that helps the Fellow(s) organize their priorities, discuss any challenges, and explore professional development opportunities); ○ Provide instruction regarding the Fellow(s)’ projects on a daily basis and provide specific guidance and tasks as they complete their projects; ○ Complete monthly verbal reporting to BACR in Regional Supervisor check-in meetings, indicating whether progress is being made on the initiatives; ○ Provide feedback on the Fellow(s)’ volunteer performance: two times a year, fill out and submit a form to provide feedback on Fellow activities and offer data on specific resource or GHG reduction metrics; ○ Attend the Partner Orientation (August) and Mid-Year Call (via webinar). Additional, optional host partner networking events will be made available; ○ Review and acknowledge BACR’s program policies and best practices. ● Allow the Fellow(s) to attend mandatory trainings and participate in program events as described above, even if they conflict with “Service” activities. Written permission must be requested by the Fellow(s) to the BACR Regional Supervisor in advance of the event if the Fellow(s) must be absent, with notification to the Site Representative. ● Allow BACR to share results from this program through grant reporting, social media, and other means as BACR deems appropriate. ARTICLE V – TERM OF AGREEMENT This MOU will become effective on the date of final signature and shall continue in full force and effect through August 31, 2025. ARTICLE VI – KEY OFFICIALS The individuals listed below are identified as key personnel considered essential to the project being performed under this Memorandum of Understanding. For BACR Job Title: Director of National Service Name: Adolfo Rivera 8 Address: 11175 San Pablo Ave, El Cerrito, CA 94530 Phone Contact: (510) 559-5550 Email Contact: arivera@bayac.org For Host Agency: Job Title Sustainability Specialist Name Victoria Morin Address 10300 Torre Avenue, Cupertino, CA 95014 Phone Number (408)777-3242 Email Contact VictoriaM@cupertino.org No change in key officials will be made by either BACR or Host Agency without written notification thirty days in advance of the proposed change. The notification will include a justification in sufficient detail to permit evaluation of the impact of such a change on the scope of work. ARTICLE VII – PAYMENT Host Agency will provide BACR with $28,000 per Fellow, and requests one (1) Fellows for the coming program year for a total payment amount of $28,000 to support the implementation of the program. Host Agency will receive invoices one month prior to the scheduled payment date. This payment will be made according to the following schedule: ● Payment 1: o Due: November 30, 2024 o Amount: $14,000 ● Payment 2: o Due: January 31, 2025 o Amount: $7,000 ● Payment 3: o Due: March 31, 2025 o Amount: $7,000 ARTICLE VIII – TERMS It is mutually agreed by all Parties to this MOU that: MOU: ● The Parties will review the effectiveness of the MOU after each participating year and evaluate potential modifications that more adequately address the purpose of this MOU. ● In the event that a Party no longer approves implementation of any of the provisions referenced in this MOU, the individual Parties agree to promptly confer to determine 9 what, if any, modifications to this MOU should be made to address the issue(s) of concern. ● In the event that a Party no longer desires to be a part of this MOU or any modification(s), then the individual Party in their sole discretion may terminate their relationship within this MOU. Written notice must be provided by the Party desiring to withdraw from the MOU at least thirty (30) days prior to termination. Fellow Recruitment, Hiring, and Termination: ● The Parties will explore reasonable next steps for recruitment in the event that BACR is unable to place a qualified Fellow at the Host Agency by the final possible start date. Next steps include a shorter term of service with corresponding lower payment amount (dependent on availability), postponement to future term of service, or whatever solution is deemed most beneficial to the Parties. ● In the event that the Fellow(s) is hired to begin after the start of the program, the full match will still be required. All full-time AmeriCorps Members receive the same benefits and are expected to finish the term of service regardless of their start date so the cost remains the same. ● Host Agency agrees to not hire the Fellow as a full-time employee until and unless the Fellow completes their entire term of service described in this MOU. If the Host Agency hires the Fellow before the end of the program year, Host Agency is subject to a $2,500 fee for the time and resources spent on recruiting, training, and supporting the Fellow. If there is extra space in the program, BACR agrees to recruit another Fellow to complete the term of service if Host Agency desires, in which case the Host Agency must still pay BACR for the services described in this MOU and according to the payment schedule outlined in Section VI (Payment). In the event a replacement Fellow is available, but the Host Agency does not desire a replacement Fellow, effectively ending the term of service, Host Agency is subject to a $2,500 fee for exiting the contract before the agreed upon end date and a $2,500 fee for the time and resources spent on recruiting and training the Fellow, amounting to a total fee of $5,000. The Host Agency will not be reimbursed for payments already made to BACR. ● In the event that the Fellow(s) leaves the program for any reason aside from being hired as a full-time employee of the Host Agency, prior to the end date in the Fellow’s contract (i.e. Member Service Agreement), or this agreement is terminated pursuant to Article VIII, a prorated amount will be issued for match funds up until April 30, 2025. Prorated amounts are determined by the following equation: Total partner match divided by number of total stipend payments planned for the Fellow(s) multiplied by actual number of stipend payments distributed. The match is used throughout the year for AmeriCorps Member stipends, benefits, training, and programmatic costs; all Agency match funds will have been absorbed by the program by the April 30, 2025 deadline so no prorated amount will be issued after that date. 10 Responsibility ● Each Party agrees that it will be responsible for its own acts and the results thereof and shall not be responsible for the acts of the other Party and the results thereof. Each Party, therefore, agrees that it will assume all risk and liability to itself, its agents or employees, for any injury to persons or property resulting in any manner from the conduct of its own operations, and the operation of its agents or employees under this MOU, for any loss, cost, damage, or expense resulting at any time from any and all causes due to any act or acts, negligence, or the failure to exercise proper precautions, of or by itself or its agents or its own employees, while occupying or visiting the premises under and pursuant to the MOU. Payment of Benefits and Taxes • BACR is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Neither BACR nor any Fellow shall have any claim under this Agreement or otherwise against Host Agency for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. BACR shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. Host Agency shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of BACR or any Fellow. In the event that BACR or any Fellow providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of Host Agency, BACR shall indemnify, defend, and hold harmless Host Agency for the payment of any employee and/or employer contributions for PERS benefits on behalf of BACR or its Fellows as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Host Agency, and actual attorney’s fees incurred by Host Agency in connection with the above. ARTICLE IX – AUTHORIZING SIGNATURES IN WITNESS WHEREOF, the parties hereto have executed this MOU on the date(s) set forth below. 11 Bay Area Community Resources ___________________________________ ______________________ Adolfo Rivera Date Director of National Service City of Cupertino ___________________________________ ______________________ Ursula Syrova Date Environmental Programs and Sustainability Manager APPROVED AS TO FORM: ___________________________________ CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: ___________________________________ KIRSTEN SQUARCIA City Clerk DATE: adolfo rivera Sep 11, 2024 Christopher D. Jensen Sep 11, 2024 Sep 16, 2024 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 7/12/2024 Acrisure Partners West Coast Insurance Services,LLC 1950 W Corporate Way #1 Anaheim CA 92801 Jessica Depriest 707-546-2300 707-546-2915 certs@vantreo.com License#:6009644 Accredited Specialty Insurance Company 16835 BAYAREA-10 Philadelphia Insurance CompaniesBayAreaCommunityResources,Inc. 171 Carlos Drive San Rafael CA 94903-2005 Nonprofits'Insurance Alliance of California State Compensation Insurance Fund of California 35076 413234892 B X 1,000,000 X 500,000 20,000 1,000,000 2,000,000 X Y Y PHPK2573995 7/1/2023 10/1/2024 2,000,000 B 1,000,000 X X X X Y PHPK2573995 7/1/2023 10/1/2024 B X X 5,000,000PHUB8715607/1/2023 10/1/2024 5,000,000 X 0 D XY92339487/1/2024 7/1/2025 1,000,000 1,000,000 1,000,000 B C A Abuse Liability Prof Liab (Abuse) Cyber Liability PHPK2573995 PHPK2573995 2-CIA-CA-17-S0112268-01 7/1/2023 7/1/2023 7/1/2023 10/1/2024 10/1/2024 10/1/2024 Aggregate Aggregate Limit 2,000,000 2,000,000 1,000,000 Crime Liability -PHPK2573995 -Effective 7/1/2023 -10/01/2024 -Occurrence/AGG $500,000 Abuse liability -PHPK2573995-Effective 7/1/2023-10/01/2024-Per occurrence limit $1,000,000 Professional Liability -PHSD1797026 Effective 7/1/2024 to 7/1/2025 -Per Occurrence $1,000,000/$$1,000,000 Annual Aggregate Umbrella is over:Auto Liability,General Liability,Employers Liability,Sexual Abuse and Molestation,Professional Liability The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as Additional Insured with regards to General Liability per form attached and Auto Liability per form attached.Workers'compensation waiver of subrogation applies per form attached.Primary and Non-Contributory Wording applies to General Liability per form attached. The City of Cupertino 10300 Torre Avenue Cupertino CA 95014 POLICY NUMBER: COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page  of † DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Countersigned By: Named Insured: (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. PHPK2573995 07/01/2023 Bay Area Community Resources Inc The City of Cupertino Its City Council, officers, officials, employees, agents, servants and 46 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. The City of Cupertino Its City Council, officers, officials, employees, agents, servants and volunteers 07/01/2023 13 13 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: PHPK2573995 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 cl ient, 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: W e 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. W e 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 organization 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 be 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 agreement 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. W ith 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. W ith 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. 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