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18-069 Project Sentinel, Below Market Rate (BMR) Affordable Housing Fund (AHF) CityNon-Profit Contract FIRST AMENDMENT TO BELOW MARKET-RATE (BMR) AFFORDABLE HOUSING FUND (AHF) CITY/NON-PROFIT CONTRACT (Services Only) This First Amendment to Contract is entered into between PROJECT SENTINEL ("CORPORATION") and the CITY OF CUPERTINO ("CITY") as of July 1, 2019 (the "Effective Date") to amend the Below Market-Rate (BMR) Affordable Housing Fund (AHF) Program Contract (the "Contract") dated July 1, 2018. WITNESSETH WHEREAS, CITY has reserved a portion of its BMR AHF fiends to be used on activities that benefit Cupertino's residents; and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY'S BMR AHF budget for the Program as described below to be operated within CITY and will benefit low and very low-income households; THEREFORE, the parties agree as follows: 1. Section I, entitled "Program", is deleted in its entirety and replaced with the following: For the period of July 1, 2018 to June 30, 2019, CITY agreed to allocate a portion of its BMR AHF funds to CORPORATION in the sum of Forty Three Thousand Dollars and No Cents $4( 3,000) for the purpose of implementing the CORPORATION'S program, as more particularly described in Exhibits A-D to the Contract (hereinafter "Program"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated herein by reference. Exhibit A: Program Description Exhibit B: Program Work Plan Exhibit C: Program Budget Exhibit D: Basic Insurance and Bond Requirements For Non-Profit Contracts For the period of July 1, 2019 to June 30, 2020 CITY agrees to allocate a portion of its current BMR AHF funds to CORPORATION in the sum of Forty Three Thousand Dollars and No Cents ($43,000) for the purpose of implementing the CORPORATION'S Program. The total allocation for July 1, 2018 through June 30, 2020 shall not exceed Eighty Six Thousand Dollars and No Cents ($86,000). 2. Section II, "Term," is deleted in its entirety and replaced with the following: A. The purpose of this Contract is for the CITY to disburse the Grant for eligible activities. 1 IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective Date. CORPORATION: CITY: PROJECT SENTINEL, a California CITY OF CUPERTINO, a municipal nonprofit public benefit corporation corporation „ z�`. % 5/27/19 Ann Marquart Date Deborah L. Feng Date Executive Director City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: -19 Heather Minner Date Grace Sclunidt Date City Attorney City Clerk EXPENDITURE DISTRIBUTION PO#2019-131 265-72-711-600-623 Original Contract: $43,000 Amendment#1: $43,000 Total: $86,000 Page 3 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract Amendment IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective Date. CORPORATION: CITY: PROJECT SENTINEL, a California CITY OF CUPERTINO, a municipal nonprofit public benefit corporation corporation " W. ." � �� , � 5/27/19 Ann Marquart Date Timm Borden Date Executive Director Interim City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: Heather Minner Date Grace Schmidt Date City Attorney City Cleric EXPENDITURE DISTRIBUTION PO 9 2019-131 265-72-711-600-623 Original Contract: $43,000 Amendment#1: $43,000 Total: $86,000 Page 3 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable IIousing Fund(AFF)City/Non-Profit Contract Amendment EXHIBIT A PROGRAM DESCRIPTION FY 2019/2020 Agency Name: DUNS: Project Sentinel Not Applicable(Only for CDBG) Executive Director: Program Manager: Program # (For Office Use Ann Mar wart Elizabeth Guzman Only): 265-72-711 600-623 Street Address: City: State: Zip Code: 1490 El Camino Real Santa Clara CA 95050 Telephone number: Fax Number: Manager E-mail 888-324-7468 a uzman*housin .or Name of Program: Fair Housing & Tenant-Landlord Counseling & Dispute Resolution Services Program Location: 1490 El Camino Real Santa Clara CA 95050 Program Description: In recognizing that housing is a fundamental human need, this proposal strives to improve housing conditions for renters, with a focus on low income households. Project Sentinel proposes to continue providing neutral, confidential counseling and dispute resolution services to Cupertino tenants and landlords covering the full rental process. Services include: responding to inquiries about the respective party's housing rights and responsibilities; providing follow-up information and materials and a review of available options for problem solving. Agency staff will review rental applications, rental agreements, leases and codes of conduct. The service promotes empowerment, conciliation and mediation as dispute resolution options where the parties voluntarily agree to participate. To combat illegal housing discrimination and ensure civil rights protection, Project Sentinel provides comprehensive fair housing services of complaint investigation, consultation, information and referral, and community outreach and education. Fair housing investigations that reveal evidence of illegal discrimination are addressed through education, conciliation, and referral to HUD or DFEH filings, or litigation. Investigative work efforts include paired testing, surveys, witness interviews, and document review. Testers will be recruited from those who live or work in Cupertino. Community education services are conducted by both the tenant-landlord counseling/dispute resolution service and the fair housing service and include the publication of Rent Watch, our housing advice column, the distribution of multi-lingual literature, radio public service announcements, public presentations, workshops and the use of social media. Public presentations promote awareness of the services targeting social service providers and their clientele. Project Sentinel believes that by educating front line direct service providers they will learn how to recognize housing problems appropriate for referral to Project Sentinel. Presentations will be made to social service organizations located in Cupertino or with a client base which includes Cupertino residents. Multi-lingual educational material will be distributed to public sites throughout Cupertino and will be available to download from Project Sentinel's website. (Please Page 4 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract Amendment see attached samples of brochures). One to two workshops will be provided annually on fair housing and tenant-landlord rights and responsibilities. At the City of Cupertino's discretion, one of those workshops could be a First Time Homebuyer workshop conducted in coordination with city staff, Both housing counseling/dispute resolution and fair housing services will be available by telephone, internet, email, and in-person walk-ins, in both English and Spanish, with translation- interpretation available in other languages. In-person services will be provided at the agency's Santa Clara Office. EXHIBIT B Page 5 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract Amendment PROGRAM WORK PLAN FY 2019/2020 AGENCY NAME: Project Sentinel PROGRAM NAME: Fair Housing & Tenant-Landlord Counseling & Dispute Resolution Services Benchmarks for Each Quarter Objectives 1st 2nd 3rd 4th TOTAL Information and Referral Calls Total calls for FH and TLL) 25 25 25 25 100 Case Mana ement Total cases for FH and TLL 8 9 9 9 35 Households Counseled art of case management) 8 9 9 9 35 Outreach: Public Presentation, tabling, collaborations s (Fair 0 2 2 1 5 Housing and TLL ) Outreach: Distribution of FH and TLL literature (# of pcs of 50 50 50 50 200 flyers) Conflict resolution training for Cupertino residents and social 0 1 1 0 2 service providers EXHIBIT C Page 6 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract Amendment PROGRAM BUDGET FY 2019/2020 AGENCY NAME: Project Sentinel PROGRAM NAME: Fair Housing & Tenant-Landlord Counseling & Dispute Resolution Services Proposed Program Expenses FY 2019-20 Salaries/Benefits/Payroll/Taxes $34,344 Office Su lies $200 Communication $1,189 Publications/Printin /Advertisin $200 Travel $200 Rent/Lease/Mortgage $0 Utilities Insurance $0 Equipment Rental/Maintenance $1,000 Audit/Legal/Professional Services for CDBG 2ortion onl Direct Services (FundinE forspecific service such as a meal, ride) Contracted Services Other $5,867 Total Expenses $43,000.00 EXHIBIT D Page 7 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AFIF)City/Non-Profit Contract Amendment BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit D is the party contracting with the City of Cupertino for the direct distribution of BMR AHF funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the tern of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to cominencement of this Contract, the Contractor shall provide on the City's own fond or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and program name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Conununity Development Department at the address set forth in this Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers Page 8 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract Amendment All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 C. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. C. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: Page 9 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AIIF)City/Non-Profit Contract Amendment b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. C. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. C. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City irn nediately, and City may withhold fiirther payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. Page 11 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AT-IF)City/Non-Profit Contract Amendment a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. Page 10 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract Amendment However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. C. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. Page 12 of 12 FY 2019-2020 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract Amendment /`7� 0 DATE(MM/DD/YYYY) A �1...WV CERTIFICATE OF LIABILITY INSURANCE 06/17/2019 . F 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). PRODUCER CONTACT Tracy Pittman NAME: SelectSolutions Insurance Services AICO No, o Ext: (866)500-6359 A/c No (925)951-0077 1107 Investment Blvd E-MAIL tracyp@selectsolutionsins.com ADDRESS: Suite 100 INSURER(S)AFFORDING COVERAGE NAIC# El Dorado Hills CA 95762 INSURERA: Nonprofits Insurance Alliance of California 11384 INSURED INSURER B: Oak River Insurance Company 34630 Project Sentinel INSURER C: 1490 El Camino Real INSURER D: INSURER E: Santa Clara CA 95050 INSURER F: COVERAGES CERTIFICATE NUMBER: 19/20 Liability Master REVISION NUMBER: 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. I POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMDD/YYYY MM DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO CLAIMS-MADE �OCCUR PREMISES Ea occur once $ 500,000 MED EXP(Any one person) $ 20,000 A Y 2019-00610 07/01/2019 07/01/2020 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPUES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑JECPT RO ❑LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: Hired Non Owned Auto s 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000.000 Ea accident IANYAUTO BODILY INJURY(Per person) $ D SCHEDULED 2019-00610 07/01/2019 07/01/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE 201900610UMB 07/01/2019 07/01/2020 AGGREGATE $ 2.000.000 DED I I RETENTION$ PER Y/N WORKERS COMPENSATION AND EMPLOYERS'LIABILITY X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? ❑ N/A Y PRWCO21709 07/01/2019 07/01/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000.000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Aggregate $2,000,000 Directors&Officers Liability q 2019-00610-DO-NPO 07/01/2019 07/01/2020 Per claim/occurrence $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) A:Professional Liability(E&O)201 9-0061 0-7/1/1 9-7/1120-$2,000,000 Aggregate$1,000,000 Per Claim City of Cupertino is named as Additional Insured as their interests may appear in regards to General Liability policy per attached endorsement.Waiver of Subrogation applies to Worker's Compensation policy endorsement to follow from carrier.Workers Compensation policy contain a 30 day notice provision for cancellation/non-renewal endorsement to follow from carrier. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10330 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2019-00610 COMMERCIAL GENERAL LIABILITY Named Insured: Project Sentinel CG 203704 13 � THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ DCAREFULLY. ��U7�U��K U��8U�� _ �� LESSEES �� ==" " "="~=� ""°=~�.~�� _--..�. ~_' _______ _ ' - � ��N�lF��FU�� ~� COMPLETED ��T8��S ! .~�~~~ . . ~ ~— ' -~' '_ _--__ ---- - --_ OPERATIONS ! � This endorsamond modifies insurance provided under the following: � COMMERCIAL GENERAL LIABILITY COVERAGE PART � PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) --Location And Description Of Completed Operations Any person or organization that you are required to All insured premises and operations. 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 a0vities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section U—Who IsAm Insured is amended to 13. With respect to the insurance afforded to these include aoun additional insured the peopn(o)cx additional insureds,the following ie added 8x orgonizadon(s)shown in the Schedule, but only SectonU|—UmdsQflnsurence: with respectliability for"bodily injury"y or ' '.property damage"caused, in whole or|n part, by |f coverage provided ho the additional insured is "your work"at the location designated and required byo contract or agreement,the most we described in the Schedule of this endorsement will pay on behalf of the additional insured iothe performed for that additional insured and amount ofinsurance: � included|n the"prod uu(a-comp|aiodoperations 1. Required by the contract or agreement; or hezard°. 2. Available under the applicable Limits of However: Insurance oh�vvnin the Declarations; 1. The insurance afforded to such oddid yvhichnverisless. insured only applies to the extent permitted This endorsement shall not increase the hy law; and applicable Limits of Insurance shown inthe 2. |f coverage provided ho the additional insured im Declarations. required byu contract or agreement, the insurance afforded ho such additional insured will not be broader than that which you are required by the contract ur agreement io provide for such � additional insured. CG 20370413 gg Insurance Services Office, |no.. 2012 Page 1 of � � POLICY NUMBER: 2018-0O81O COMMERCIAL GENERAL LIABILITY Named Insured: Project Sentinel C820 1004 13 / � THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ [TCAREFULLY. ��U7�U��U U�� _ �� LESSEES �� ADDITIONAL"="~�� °~=="~�= =°~"~~^~�r ��~~ ~~~ ~ K�o��l�� SCHEDULED �� CONTRACTORS"�"—"~° " =~"�~� PERSON ~~^ ~ | ��J��U8��'8��W� ��u��v�o~xx�x�oo��x� ! This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Or Organization(s) Location(s)Of Covered Operations Any person or organization that you are required to All insured premises and operations. add as an additional insured on this policy,under a written contract or agreement currently in effect, or Name Of Additional Insured Person(s) 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 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. � A. Section U—Voho Is An Insured is amended to 2. If coverage provided to the additional insured include asan additional insured the person(s)o/ is required byu contract m agreement, the mgenization(8)shown in the Schedule, but only insurance afforded to such additional insured With respect to liability for"bodily injury", "property will not be broader than that which you are damage"or"personal and advertising injury" required by the contract oragreement to cemned, in whole u/iopart, by: provide for such additional insured, � 1. Your acts ur omissions; or B. With respect to the insurance afforded tothese 2. The acts o/omissions of those acting on your additional insureds, the hnUovvmg additional behalf; exclusions apply: in the performance ofyour ongoing operations for This insurance does not apply to"bodily injury"or � the addibona|ioaurod(s)aithe location(s) damaOe''000u�ing after: un(o) designated above. 1. All work, including mebydo|s, parts or However: equipment furnished in connection with such 1. The insurance afforded to such additional wodh, on the project(other than oervioe, insured only applies to the extent permitted maintenance or repairs)to be performed by by law; and or on behalf of the additional insured(s)at the location of the covered opanshune has been � completed; or CO20 100413 0 Insurance Services Office, Inc., 2012Page 1 of � / � � 3. That portion of"your work"out of which the 2. Available under the applicable Limits of injury or damage arises has been put hoits Insurance shown in the Declarations; intended use by any person ororganization whichever ioless. � � other than another contractor orsubcontractor engaged in performing operations for o This endorsement shall not increase the principal aao part of the same project. applicable Limits of Insurance shown inthe � DodonaUnno. � C. VVi� �op��0o�oinaumnce��ed��eee | . � additional insureds,the following is added bo / Section U|—Linm|ba Of Insurance: � |f coverage provided to the additional insured is � required byu contract or agreement,the most we will pay on behalf of the additional insured iothe amount ofinsurance: 1' Required by the contract ur agreement; or � � � � � � � � � CG2010O413 @ Insurance Services Office, |no, 2O12 Page 2cf 2 � � � � WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY VVC98O410B (Ed. S-14) WAIVER OF OUR RIGHT TQ RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA � BLANKET BASIS � We have the right to recover our payments from anyone |ieb|o for an injury covered by this policy. We will not enforce our right against the person ororganization named in the Schedule. (This agreement applies only \othe extent that you perform work under a written contract that requires you to obtain this agreement from us.) | � The additional premium for this endorsement aheU be 2% of the total manual premium oUhawvioa due on such ' remuneration. The minimum premium for this endorsement is $058. Th|n agreement shall not operate directly vr indirectly to benefit anyone not named in the Schedule. SCHEDULE BLANKET WAIVER Person/Organization Blanket VVoiver— Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. � � Job Description Waiver Premium All CAOperations 350.00 � This endorsement changes the policy m which it is attached and is effective vn the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent m preparation m the poxovJ � Endonmmen\E��ohvo O701�O10 Policy PRVYC81751O sndomnmomNo. Premium Insured Insurance Company Oak River Insurance Company Countersigned by vvoono41oe (Eu.o-14) � � �� k��U�K ��Sm �� ^ ` `-~ ~ ~^ ~~ ~ ~ ~ ~~^ ^~~ `~~ ~^^^~�~~~ ~^~-^-~~ �� ""~~~-~~ DECLARATIONS THE �� HARTFORD Hartford Fine Insurance Company, ! A stock insurance company, herein call the Insurer ! Policy Number: 57Boozo7926 ITEM 1. Named Insured: Producer: Code, Name and Address 57-101581 Project Sentinel SELECTSOLUTIONS INS SERVICES LLC EL DORADO HILLS, CA 94596 ITEM 2. Mailing Address: Physical Address: 1490 El 'amino Real 1490 El Camino Real __--- Clara, _' 95050 � � � ITEM 3. Policy Period: From 12:01 a.m. on July I, 2019 (Inception Date) until cancelled. | (Standard Time sd your mailing address) / ITEM 4. Coverages, Limits mf Insurance and Deductibles: � Only Those Insuring Agreements That Are Designated With An ^X"Are Included Under This Policy Limit of Deductible Insurance Amount C� Insuring Agreement 1 - Employee Theft $6'450 $sno [] Insuring Agreement 3- Employee Theft-Client Premises $o $o � ' [] Insuring Agreement 3-Computer And Funds Transfer Fraud $o $o � [] Insuring Agreement 4- Inside The Premises- $ o $o Money, Securities and Other Property � [] Insuring Agreement 5-Outside The Premises- $o $o Money, Securities and Other Property [] |naudngAQveenoentG- DapooitornFoqJeryorA|terotion $o $o [] Insuring Agreement 7- Credit, Debit[>r Charge Card Forgery $o $o � � M Insuring Agreement O- Money Orders And Counterfeit Currency $so' noo $o � [] Insuring Agreement 8- Investigative Expenses 80 $n ' � � [] Insuring Agreement 1O- Computer Systems Restoration Expenses $o $o [] Insuring Agreement 11 - Identity Recovery Expenses Reimbursement $u 80 � | CAOOHOO2O000OQ @2OO8. The Hartford Page 1of2 � ITEM 5. Form numbers of Endorsements Forming Part of this Policy When Issued: CA 00 H003 00 0909, CA 00 H010 00 0909, CA 00 H032 00 0909, CA 00 H148 00 0214, CA 00 H155 00 1014, CA 00 H156 00 1014, CA 04 H004 00 0909, CA 04 H005 00 0909, CA 04 H006 00 0909, CA 04 H105 00 0909, EL 04 R111 00 0493, HG 00 H129 00 1016, HR 00 H093 00 0207, HR 04 H026 00 0607, RN 00 U001 00 0593 ITEM 6. Cancellation of Prior Insurance: By acceptance of this Policy the "Insured" gives the Insurer notice cancelling prior policies or bonds numbered: The cancellations to be effective at the time this Policy becomes effective. ITEM 7. ADDRESS FOR NOTICES TO THE INSURER (A) For Claims: (B) For other than Claims: via mail: Hartford Fire Insurance Company via mail: The Hartford BOND,T-12 National Surety&Fidelity Office One Hartford Plaza P.O. Box 958461 Hartford, CT 06155 Lake Mary, FL 32795 Phone: 888-266-3488 Phone: 888-656-0817 Fax: 860-757-5835 or 860-221-3965 Fax: 877-257-2166 Email: bond.claims(a)thehartford.com Email: Crime-ERISA@thehartford.com Authorized Representative Date CA 00 H002 00 0909 ©2009, The Hartford Page 2 of 2 THE HARTFORD THE HARTFORD CRIMESHIELDSM ADVANCED I. CONSIDERATION CLAUSE In exchange for the payment of premium and subject to the Declarations, Insuring Agreements, Exclusions, General Conditions, Definitions and terms of this Policy, the Insurer and "Insured" agree as follows: ONLY THOSE INSURING AGREEMENTS THAT ARE DESIGNATED WITH AN "X" ON THE POLICY DECLARATIONS PAGE ARE INCLUDED UNDER THIS POLICY. II. INSURING AGREEMENTS INSURING AGREEMENT 1.— EMPLOYEE THEFT The Insurer will pay for loss of or damage to "money", "securities" and "other property" incurred by the "Insured" which results directly from "theft" by an "employee", whether or not identifiable, while acting alone or in collusion with other persons. INSURING AGREEMENT 2. — EMPLOYEE THEFT—CLIENT PREMISES The Insurer will pay for loss of or damage to "money", "securities" and "other property" sustained by the "Insured's" "client" when such loss results directly from "theft" on said "client's premises" by the "Insured's" identified "employee". INSURING AGREEMENT 3. —COMPUTER AND FUNDS TRANSFER FRAUD 1. The Insurer will pay for loss of and loss from damage to "money", "securities" and "other property"following and directly related to the use of any computer to fraudulently cause a transfer of such "money", "securities" and "other property""from inside the "premises" or"banking premises" a. to a person (other than a"messenger") outside those "premises"; or b. to a place outside those "premises". 2. The Insurer will pay for loss of "money" or "securities" through "funds transfer fraud" resulting directly from "fraudulent transfer instructions" communicated to a "financial institution" and instructing such institution to pay, deliver, or transfer"money" or"securities"from the "Insured's""transfer account". INSURING AGREEMENT 4.—INSIDE THE PREMISES —Money, Securities and Other Property 1. The Insurer will pay for loss of "money" and "securities" inside the "premises" or "banking premises" resulting directly from "theft", disappearance or destruction. 2. The Insurer will pay for loss of or damage to "other property": a. inside the "premises" resulting directly from an actual or attempted "robbery" of a "custodian"; or b. inside the "premises" in a safe or vault resulting directly from an actual or attempted "safe burglary". CA 00 H003 00 0909 ©2009, The Hartford Page 1 of 20 3. The Insurer will pay for loss from damage to the "premises" or its exterior resulting from an actual or attempted: a. "theft" of"money" or"securities"; or b. "robbery" or"safe burglary" of"other property" if the"Insured" is the owner of the"premises" or is liable for damage to it. 4. The Insurer will pay for loss of or damage to a locked safe, vault, cash register, cash box or cash drawer located inside the "premises" resulting directly from an actual or attempted "theft" or unlawful entry into those containers. INSURING AGREEMENT 5.—OUTSIDE THE PREMISES— Money, Securities and Other Property 1. The Insurer will pay for loss of"money" and "securities" outside the "premises" in the care and custody of a "messenger" or an armored motor vehicle company resulting directly from "theft", disappearance or destruction. 2. The Insurer will pay for loss of or damage to "other property" outside the "premises" in the care and custody of a "messenger" or an armored motor vehicle company resulting directly from an actual or attempted "robbery". INSURING AGREEMENT 6. —DEPOSITORS FORGERY OR ALTERATION 1. The Insurer will pay for loss resulting directly from "forgery"or alteration of checks, drafts, promissory notes, or similar written promises, orders or directions to pay a sum certain in "money" that are a. made or drawn upon the "Insured"; or b. made or drawn by one acting as the "Insured's" agent and drawn on the "Insured's" account or that are purported to have been so made or drawn. 2. The Insurer will treat mechanically or electronically produced or reproduced signatures the same as handwritten signatures. 3. If the "Insured" is sued for refusing to pay any instrument in 1. above, on the basis that it has been forged or altered and the"Insured" has the Insurer's written consent to defend against that suit, the Insurer will pay for any reasonable legal expenses that the "Insured" incurs and pays in such defense. The amount that the Insurer will pay is in addition to the Limit of Insurance applicable to this Insuring Agreement. If a Deductible Amount applies to this Insuring Agreement, the Insurer will also apply it to the amount of legal expenses incurred in this Insuring Agreement. 4. The " Insured" must include with the "Insured's" proof of loss any instrument involved in that loss, or, if that is not possible, an affidavit setting forth the amount and cause of loss and describing both sides of said instrument. INSURING AGREEMENT 7. — CREDIT, DEBIT OR CHARGE CARD FORGERY The Insurer will pay for loss which results directly from forgery or alteration of written instruments required in conjunction with any credit, debit, or charge card issued to the "Insured" or any"employee"for business use. INSURING AGREEMENT 8. —MONEY ORDERS AND COUNTERFEIT CURRENCY 1. The Insurer will pay for loss resulting directly from the "Insureds" having accepted in good faith and in the regular course of business, in exchange for merchandise, "money" or services; a. money orders issued by any post office, express company or bank in any country that are not paid upon presentation; or CA 00 H003 00 0909 ©2009, The Hartford Page 2 of 20 b. "counterfeit" paper currency of any country that is acquired during the regular course of business. Unless otherwise shown in the Declarations, the Limit of Insurance under this Insuring Agreement is $50,000 and there is no deductible applying to loss covered under this Insuring Agreement. INSURING AGREEMENT 9—INVESTIGATIVE EXPENSES The Insurer will pay for reasonable "investigative expenses" incurred and paid by the "Insured" per "occurrence" to establish the existence and determine the amount of loss covered under Insuring Agreements 1. through 8. if elected, provided that the amount of direct covered loss exceeds the Deductible Amount applicable to such covered loss. INSURING AGREEMENT 10.—COMPUTER SYSTEMS RESTORATION EXPENSES The Insurer will pay for "computer systems restoration expense" resulting directly from any loss covered under INSURING AGREEMENT 1. — EMPLOYEE THEFT, INSURING AGREEMENT 2. — EMPLOYEE THEFT — CLIENT PREMISES or INSURING AGREEMENT 3. — COMPUTER AND FUNDS TRANSFER FRAUD incurred by the "Insured" but only if such covered loss is in excess of the Deductible applicable to such covered loss. INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT The Insurer will provide reimbursement of necessary and reasonable "identity recovery expenses" incurred as a direct result of the "identity theft" provided that all of the following requirements are met: 1. There has been an "identity theft" involving the personal identity of an "identity recovery insured" under this policy; and 2. Such "identity theft' is first discovered by the "identity recovery insured" during the "policy period"for which this Identity Recovery Expenses Reimbursement coverage is applicable; and 3. Such "identity theft' is reported to the Insurer as soon as practicable but in no event later than 60 days after it is first discovered by the "identity recovery insured." III. LIMIT OF INSURANCE A. The most that the Insurer will pay for loss and expense in any one "occurrence" is the applicable Limit of Insurance shown in the Declarations. CA 00 H003 00 0909 @2009, The Hartford Page 3 of 20 B. INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT coverage is subject to the limit set forth on the Declarations page. 1. Legal costs as provided under paragraph d. of the definition of"identity recovery expenses" are part of, and not in addition to, the INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT coverage limit. 2. Lost Wages and Child and Elder Care Expenses as provided under paragraphs e. and f. of the definition of "identity recovery expenses" are jointly subject to a sublimit of$250 per day, not to exceed $5,000 in total. This sublimit is part of, and not in addition to, the INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT coverage limit. Coverage is limited to lost wages and expenses incurred within 12 months after the first discovery of the "identity theft" by the "identity recovery insured". 3. Mental Health Counseling as provided under paragraph g. of the definition of"identity recovery expenses" is subject to a sublimit of$1,000. This sublimit is part of, and not in addition to, the INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT coverage limit. Coverage is limited to counseling that takes place within 12 months after the first discovery of the "identity theft" by the "identity recovery insured". IV. DEDUCTIBLE The Insurer will not pay for loss or expense in any one "occurrence' unless the amount of the loss or expense exceeds the Deductible Amount shown in the Declarations. The Insurer will then pay the amount of loss or expense in excess of the Deductible Amount, up to the Limit of Insurance. In the event that more than one Deductible Amount could apply to the same loss, only the highest Deductible Amount will be applied. V. DEFINITIONS A. "Banking premises"means the interior portion of that part of any building occupied by a banking institution or similar safe depository. B. "Client"means any entity for which the" Insured" provides goods or services as specified in a written agreement, but only while the written agreement is in effect. C. "Client's premises" means the interior of that portion of any building that the "Insured's" "client" occupies in conducting its business. D. "Computer System" means: a computer and all input, output, processing, storage, off line media library and communication facilities which are connected to such computer, provided that such computer and facilities are: 1. under the direct operation and control of the"Insured"; 2. at an "electronic data processor" with whom the "Insured" has contracted for data processing services (including other financial institutions); or 3. at an automated clearing house (including a Federal Reserve Bank), or other electronic communications system including but not limited to Fedwire, Clearing House Interbank Payment System (CHIPS) and Society for Worldwide International Financial Telecommunications (SWIFT); E. "Computer Systems Restoration Expenses" means reasonable expenses, incurred by the "Insured" with the Insurer's prior written consent, to reproduce or duplicate damaged or destroyed "data" or computer programs. If such "data" or computer programs cannot be duplicated from other "data" or computer programs, then CA 00 H003 00 0909 ©2009, The Hartford Page 4 of 20 "computer systems restoration expense" ohoU also include reasonable costs incurred for computer time, computer programmero, technical experts or consultants to restore such "data" or computer programs to | substantially the same level or operational capability existing immediately before the covered loss. "Computer ! systems restoration expenses" shall not include 1) expenoea incurred by any "c|ient^ 2) "Investigative Expenses" and 3) the^|noured'o^ internal corporate costs, including salaries. F. "Controlled Partnership" means o limited partnership in which and so long as the "Named Insured" owns or ) controls, directly or indirectly, more than 50%of the limited partnership interest and is the sole general partner. i G. "Counterfeit"means on imitation of an actual valid original which is intended to deceive and to be taken as an original. H. "Custodian"means the "Insured", or any of the ^|naured's^ partners, an ^LLC Manager", ^LLC Member" or any "employee" while having the core and custody of"monoy". ^soouhtiaa^ or "other property" inside the "premises", excluding any person while acting asa ^vvatchperaon^ orjanitor. � i "Data"means a representation of information, know|adge, faots, concepts or instructions which are processed � and stored in o "computer system". J. "Electronic Data Processor"means a natural persnn, partnership or corporation authorized by the "Insured" to perform services as a data processor of the ^|noured's^ checks or other accounting records (not including � preparation or modification of computer software or programs). A Federal Reserve Bank or clearinghouse aheU not be construed tobeen "electronic data prooeaoor^ K. "Employee"means 1. a natural person: a. whi|ointhm^ |nourod'o^ nervimsorfor0Odaysaftertenninotionofsuchaervioe; and b. whom the"Insured" compensates directly by salary, wages, commissions; and C. whom the "Insured" has the right to direct and control while performing services for the "Insured" 2. a natural person who is: � a. a hnnbae' offimer, emp|oyee, administrator or manager of any "Employee Benefit P|an(s)" insured � under this Policy; ur � | b. the ^|nsured's" director ortrustee while that person is handling "money" or "securities" or "other property" of"Employee Benefit P|on(s)" insured under this Policy; � 3. anatun*| parsonwhoieadirecbornrbuehaooftho "|neured^ whi|eperfonningocteoomingwithinthesropa of the usual duties of an "employee" or while acting as a member of any of the "|nnurud's^ elected or appointed committees to perform on the ^|naured'n" beha|f, npmoifio, as distinguished from Qenana|, directorial acts; or 4. o natural person who is furnished temporarily to the "Insured" by a temporary employment ean/ica firm to substitute for a permanent "employee" as defined in sub-paragraph (1) above, who is on |eave, or to meet seasonal or short-term work load conditions and for whom the "Insured" has the right to direct and control while performing services for the ^|nsurnd^; provided' however, such persons are excluded while having � care and custody of"other property' outside the ^premisea^ 5. a natural person who is leased to the "|noured" under awritten agreement between the "|nsured^ and a labor leasing firm, to perform duties related to the conduct of the "Insured's" business; 8. a natural person who iao non-compensated officer of the^|nouned^; 7. a natural person who in a volunteer of the ^|nouped's^who is not oompensated, other than one who is a fund so|icitor. vvhi|eperformingoervioesfortha ^|naured^thataneusuo| totheduti000fon ^Emp|oyae^; or � CA00H00300 0909 @2009. The Hartford Page 5of 20 . � 8. a natural person who is a former "employee", director, partner, member or trustee of the "Insured" retained as a consultant while performing services for the"Insured"; or 9. a natural person who is a guest student or intern of the "Insured" while pursuing studies or duties with the guidance or direction of the "Insured"; or 10. a natural person who is the "Insured's" partner, "LLC Manager" or "LLC Member", but the Insurer will not pay for loss caused by any partner, "LLC Manager" or "LLC Member", unless the amount of the loss exceeds the sum of: a. any amounts the "Insured" owes that partner, "LLC Manager" or"LLC Member"; and b. the value of that partner's partnership interest, or that"LLC Manager's" or"LLC Member's" ownership interest determined by the closing of the "Insured" organization's books on the date of discovery of the loss by the "Insured" organization by anyone not in collusion with the person causing the loss, and c. any applicable Deductible Amount; then the Insurer will pay the amount of loss excess of that sum, up to the Limit of Insurance applicable to INSURING AGREEMENT 1. — EMPLOYEE THEFT. The foregoing notwithstanding, "employee" does NOT mean any agent, broker, factor, commission merchant, consignee, independent contractor or representative of the same general character. L. "Employee Benefit Plan(s)" means any welfare or pension Plan that is subject to the Employee Retirement Income Security Act (ERISA)of 1974, as amended, and which is sponsored by one or more of the "Insureds". M. "Financial institution" means a bank, savings bank, savings and loan association or similar thrift institution, a stockbroker, mutual fund, liquid assets fund, or similar investment institution in which the "Insured" maintains a "transfer account". N. "Forgery" means the signing of the name of another person or organization with intent to deceive; provided, however, that it does not mean a signature which consists in whole or in part of one's own name signed with or without authority, in any capacity, for any reason. O. "Fraudulent transfer instructions"means 1. fraudulent electronic, telegraphic, facsimile, cable, teletype or telephone instructions to a "financial institution" to debit a "transfer account" and to pay, transfer or deliver "money' or "securities" from such account and which instructions purport to have been authorized by the "Insured" but which have been fraudulently transmitted by another; or 2. fraudulent written instructions to a "financial institution" to debit a "transfer account" and to pay, transfer or deliver "money" or "securities" from such account through an electronic funds transfer system at specified times or under specified conditions and which instructions purport to have been duly authorized by the "Insured" but which have been fraudulently issued, forged or altered by another. P. "Funds transfer fraud"means "theft" of "money" or "securities" from any of the "Insured's" "transfer accounts" at a "financial institution" and occurring through "fraudulent transfer instructions" communicated to such "financial institution". Q. "Identity Recovery Expenses"means the following when they are reasonable and necessary expenses that are incurred in the United States or Canada as a direct result of an "identity theft": 1. Costs for re-filing applications for loans, grants or other credit instruments that are rejected solely as a result of an "identity theft." CA 00 H003 00 0909 ©2009, The Hartford Page 6 of 20 2. Costs for notarizing affidavits or other similar documents, long distance telephone calls and postage solely as a result of the "Insured's" efforts to report an "identity theft" or amend or rectify records as to the "Insured's" true name or identity as a result of an "identity theft." 3. Costs for up to twelve (12) credit reports from established credit bureaus dated within 12 months after the "Insured's" knowledge or discovery of an "identity theft". 4. Legal Costs for reasonable attorney fees incurred, with the Insurer's prior written consent, for: a. defending any civil suit brought against an "identity recovery insured" by a creditor or collection agency or entity acting on behalf of a creditor for non-payment of goods or services or default on a loan as a result of an "identity theft"; and b. removing any civil judgment wrongfully entered against an "identity recovery insured" as a result of the "identity theft." c. costs for challenging the accuracy or completeness of any information in a consumer credit report. 5. Lost Wages Actual lost wages of the "identity recovery insured" for time reasonably and necessarily taken away from work and away from the work premises. Time away from work includes partial or whole work days. Actual lost wages may include payment for vacation days, discretionary days, floating holidays and paid personal days. Actual lost wages does not include sick days or any loss arising from time taken away from self employment. Necessary time off does not include time off to do tasks that could reasonably have been done during non-working hours. 6. Child and Elder Care Expenses Actual costs for supervision of children or elderly or infirm relatives or dependents of the "identity recovery insured" during time reasonably and necessarily taken away from such supervision. Such care must be provided by a professional care provider who is not a relative of the "identity recovery insured". 7. Mental Health Counseling Actual costs for counseling from a licensed mental health professional. Such care must be provided by a professional care provider who is not a relative of the "identity recovery insured". R. "Identity Recovery Insured"means a member of the board of directors, member of the board of trustees, officer, risk manager, in-house general Counsel, "LLC Manager", or"LLC Member". An "identity recovery insured" must always be an individual person. The entity insured under this policy is not an "identity recovery insured." S. "Identity Theft"means the fraudulent use of the social security number or other method of identifying an "identity recovery insured."This includes fraudulently using the personal identity of an "identity recovery insured"to establish credit accounts, secure loans, enter into contracts or commit crimes. "Identity theft" does not include the fraudulent use of a business name, d/b/a or any other method of identifying a business activity. T. "Insured" means the "Named Insured", any "Employee Benefit Plan(s), any "non-ERISA" plan(s) and any "subsidiary" in existence as of the inception date of this Policy or formed by the "Insured" during the Policy Period. U. "Investigative Expenses"means reasonable expenses incurred and paid by the "Insured", with the Insurer's prior written consent, in establishing the existence and amount of any direct loss covered under Insuring Agreements 1. through 8. within this Policy. The reasonableness of such expenses shall be determined by the Insurer and shall not include any of the "Insured's" internal corporate obligations such as "employee" wages or any other internal costs. "Investigative expenses" shall not include expenses incurred by any"client". CA 00 H003 00 0909 ©2009, The Hartford Page 7 of 20 V. "LLC Manager" means any natural person who was is or becomes a manager, member of the board of managers, or a functionally equivalent executive of a limited liability company. W. "LLC Member"means any natural person who has an ownership interest in a limited liability company. X. "Messenger"means the "Insured", any "LLC Member" or "LLC Manager" or any "employee" while having care and custody of"money", "securities" and "other property" outside the "premises". Y. "Money"means currency, coins and bank notes in current use and having a face value; and traveler's checks, register checks and money orders held for sale to the general public. Z. "Named Insured"means any entity named in ITEM 1 of the Declarations of this Policy. AA. "Non-ERISA Plan(s)" means any plan solely sponsored by any "Insured" that is not subject to the terms of ERISA. BB. "Occurrence"means 1. as respects INSURING AGREEMENT 1. — EMPLOYEE THEFT and INSURING AGREEMENT 2. — EMPLOYEE THEFT — CLIENT PREMISES, all loss caused by, or involving, one or more "employees", whether the result of a single act or a series of acts. 2. as respects INSURING AGREEMENT 6. — DEPOSITORS FORGERY OR ALTERATION, all loss caused by any person or in which that person is involved, whether the loss involves one or more instruments. 3. as respects INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT coverage, all acts incidental to an "identity theft", any series of"identity thefts" and all "identity thefts"arising from the same method of operation, whether committed by one or more persons, shall be deemed to arise out of one act and shall be treated as one "identity theft". If an act causes a covered expense under INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT coverage, to more than one "identity recovery insured", the limit of insurance and deductible for INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT set forth on the Declaration page shall be the most the Insurer shall pay for all covered loss in the aggregate.. 4. as respects all other Insuring Agreements, an act or series of related acts involving one or more persons; or an act or event or a series of related acts or events not involving any person. CC. "Other Property"means any tangible property other than "money" or"securities" that has intrinsic value but does not include any property excluded under this Policy. DD. "Policy Period" means the period from the Inception Date to the Expiration Date set forth in ITEM 3. of the Declarations at the local time of the address set forth in ITEM 2. of the Declarations, or any earlier termination date. EE. "Premises" means the interior of that portion of any building which the "Insured" occupies in conducting the "Insured's" business. FF. "Robbery"means the unlawful taking of"other property" from the care and custody of a person by one who has caused or threatened to cause that person bodily harm, or, committed an obviously unlawful act witnessed by that person, to the deprivation of the "Insured". GG. "Safe burglary" means the unlawful taking of "other property" from within a locked safe or vault by a person unlawfully entering the safe or vault as evidenced by marks of forcible entry upon its exterior, or, the taking of a safe or vault from inside the "premises". HH. "Securities"means negotiable or non-negotiable instruments or contracts representing either "money" or "other property" and includes tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use and evidences of debt issued in connection with credit or charge cards, which cards are not issued by the"Insured"; but"securities" do not include "money". CA 00 H003 00 0909 ©2009, The Hartford Page 8 of 20 U. ^Subuidiag/ means any: 1. corporation in which and so long as any "Named Insured" owns or oonbn|a. directly or indirectly, more ! than 5096 of the outstanding securities representing the right to vote for the election of the board of directors of such corporation; 2. limited liability company in which and so long as the "Named Insured" owns or controls, directly or indirectly, the right to elect, appoint or designate more than 50% of such entity's managers; 3. corporation operated as o joint venture in which and so long as the "Named |naunad^ owns or controls, directly or indirectly, exactly 5096 of the issued and outstanding voting stock and which, pursuant to a written agreement with the owner(s) of the remaining issued and outstanding voting stook of such | � corporation, the Named Insured" solely controls the management and operation of such corporation; or � 4. a^ContruUed Partnership" � With respect to any"subsidiary" which is a joint venture, limited liability company or"Controlled Partnership", loss � occurring as e result of "theft' by ^emp|oyee(o)^ shall apply only if such |oen results directly from "theft" by � ^emp|oyee(n)^ of the "Insured". Loss occurring as e naau|t of"theft" by"emp|oyee(s)" of other joint venture, limited � liability company or limited partnership participants is not covered under INSURING AGREEMENT 1 � � _ � EMPLOYEE THEFT of this Policy. � � JJ. "Theft"means; | . � | 1. the unlawful taking nf^money . "aoourbies" or"other property"to the deprivation of the ^|nnured^; 2. solely for the purposes ofINSURING AGREEMENT 2. — EMPLOYEE THEFT—CLIENT PREMISES, the un|ewfu| takingof^money^. ^seouhtios^ or^otherproperb/^tothodephvotionofthe ^dient". KK. "Transfer account" means an account maintained by the "Insured" at a "financial institution" from which the ^|naunod^ or the ^|noured'a^ authorized representative may cause the payment, transfer or delivery of^money" or "securities" by any means described in the "fraudulent transfer instructions" definition. LL "Watchperson"means any person whom the "Insured" retains specifically to have the care and custody of "other property" inside the^premises^ and who has no other duties. � V|. EXCLUSIONS To All Insuring Agreements Unless Otherwise Specified) This Policy Does Not Apply To And The Insurer Will Not Pay For: A. Accounting or Arithmetical Errors orOmissions Loss resulting from accounting or arithmetical errors oromissions. B. Acts Committed By Named Insured Sole Practitioner Loss resulting from ^theft", or any other dishonest or criminal act committed by the "Named Insured" if such � "Named Insured" is a sole practitioner, whether acting alone nrin collusion with others. � C. Acts of Employees, Managers, Directors, Trustees orRepresentatives Loss resulting from ''theft" or any other dishonest or criminal act committed by any of the ^|nsurod'a" / "emp|oyees'', managers, direotnrs, trustees or representatives whether acting alone or in collusion with other / persons or while performing services for the "Insured" or otherwise except when covered under INSURING � � AGREEMENT 1. — EMPLOYEE THEFT or INSURING AGREEMENT 2. — EMPLOYEE THEFT — CLIENT . PREMISES. D. Employee Cancelled Under Prior Insurance Loss caused by any "employee" of the "Insured" or by any "employee" of predecessor in interest of the "Insured", for whom similar prior insurance has been cancelled and not reinstated since the last cancellation. � CAOOH003000QUA @2OUQ. The Hartford Page Qof2U � ' � E. Exchanges orPurchases Loss resulting from the giving or surrendering of "money", "securities" or "other property" in any exchange or purchase. F. Fire Loss from damage to the ^pnamisoo^ resulting from fina, however caused, except for loss of or damage to ,'money" or "securities" and loss from damage to a safe or vault under INSURING AGREEMENT 4. — INSIDE THE PREMISES— K4ONEY, SECURITIES AND OTHER PROPERTY. G. Identity Recovery Insured —Fraud, Dishonest mr Criminal Acts Loss resulting from any fraudulent, dishonest or criminal act by on "identity recovery insured" or any person aiding or abetting on "identity recovery insurad", or by any authorized representative of an "identity recovery insunad", whether acting alone or in collusion with others. Hommver, this exclusion ahoU not apply tothe interests of an "Insured"who has no knowledge of or involvement in such fraud, dishonesty or criminal act. H. Governmental Action Loss resulting from seizure or destruction of "money", "securities" or "other property" by order of governmental authority. |. Indirect Loss Loss that is an indirect result of any act or ''000urnonoa^ covered by this Policy including but not limited to |oaa resulting from 1. the "|nourad's^ inability to realize income that the "Insured" would have realized had there been no loss of or damage hm ^money^. ^uecuritiea^ or"other property^ 2. payment or damages of any type for which the "Insured" is legally liable. But the Insurer will pay compensatory damages arising directly from a loss covered under this Policy. 3. payment of costs, fees or other expenses the "Insured" incurs in establishing either the existence of or the amount ofloss under this Po|icy, unless covered under INSURING AGF<EEK4ENTA. — INVESTIGATIVE EXPENSES. J. Intellectual Property, Confidential Information And Electronic Data Loss resulting directly or indirectly from any "theft", diaoppearanoa, damage, destruction or disclosure of any intangible property including: 1. trade aonn*ts, proprietary infonnotion, confidential information or any cnpyrghts, pohantu, trademarks, proprietary manufacturing or processing procedures; or 2. secret nrconfidential information, including but not limited to credit card numbmrx, bank account numbers or any similar information, unless covered under INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT coverage; or 3. ^Oota^ unless covered under INSURING AGREEMENT 1U. — COMPUTER SYSTEMS RESTORATION EXPENSES. K. Inventory Shortages Loss, or that part of any loss, the proof of which as to its existence or amount is dependent upon 1. any computation or comparison which involves in any manner a profit and loss computation; or CA0OH003O0UU0A @2O0Q. The Hartford Page 1Oof2O 2. an inventory computation. However, where the "Insured" establishes wholly apart from such inventory computations that the "Insured" has sustained a loss covered under this Policy, then the "Insured" may offer the "Insured's" inventory records and actual physical count of inventory in support of the amount of loss claimed. L. Legal Expenses Expenses related to any legal action; provided however that this shall not apply to expenses covered under INSURING AGREEMENT 6. — DEPOSITORS FORGERY OR ALTERATION or INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT that meet the conditions set forth in General Condition Q., LEGAL EXPENSES. M. Money Operated Devices Loss of "money" and "other property" contained in any money operated device unless the amount of any ,'money" deposited in it is recorded by a continuous recording instrument in the device. N. Motor Vehicles or Equipment And Accessories Loss of or damage to motor vehicles, trailers, or semi-trailers or equipment or accessories attached to them. This exclusion shall apply only to INSURING AGREEMENT 5. — OUTSIDE THE PREMISES — Money, Securities and Other Property. O. Noncompliance With Credit, Debit Or Charge Card Issuer's Requirements Loss resulting from any credit, debit or charge card if the "Insured" has not complied fully with the provisions, conditions or other terms under which the card was issued. P. Nuclear Loss resulting from nuclear reaction, nuclear radiation, or radioactive contamination, or any related act or incident. Q. Professional or Business Identity Theft. Loss resulting from "theft" of any professional or business identity. R. Risks Inherent in Insurance Operations Loss resulting directly or indirectly from contractual or extra contractual liability sustained by the "Insured" in connection with the issuance of contracts or purported contracts of insurance, indemnity or suretyship. S. Subcontractor and Other Representatives Loss resulting directly or indirectly by any agent, broker, factor, commission merchant, consignee, contractor, independent contractor, subcontractor or other similar representative. This exclusion shall only apply to INSURING AGREEMENT 1. — EMPLOYEE THEFT AND INSURING AGREEMENT 2. — EMPLOYEE THEFT — CLIENT PREMISES. T. Trading Losses Loss resulting directly or indirectly from any authorized or unauthorized trading of"money", "securities" or "other property", whether in the" Insured's" name or in a genuine or fictitious account. U. Transfer or Surrender of Money, Securities or Other Property Loss of or damage to "money", "securities" or "other property" after it has been transferred or surrendered to a person or place outside the "premises" or"banking premises" CA 00 H003 00 0909 ©2009, The Hartford Page 11 of 20 1. on the basis of unauthorized instructions; or 2. as a result of a threat to do bodily harm to any person; or 3. as a result of a threat to do damage to any"money", "securities" or"other property". But this Exclusion does not apply under INSURIING AGREEMENT 5. — OUTSIDE THE PREMISES — Money, Securities and Other Property to loss of"money", "securities" and "other property" while outside the "premises" or"banking premises" in the care and custody of a"messenger" if the "Insured": 1. had no knowledge of any threat at the time that the conveyance began; or 2. had knowledge of a threat at the time the conveyance began, but the loss was not related to the threat. V. Vandalism Loss from damages to the "premises" or to the exterior of any safe, vault, cash box, cash drawer or, cash register by vandalism or mischief. W. Voluntary Parting of Title To or Possession of Money, Securities or Other Property Loss resulting from the "Insured", or anyone acting on the "Insured's" express or implied authority, being induced by any dishonest act to voluntarily part with title to or possession of any "money", "securities" or "other property". This exclusion shall only apply to INSURING AGREEMENT 4. — INSIDE THE PREMISES — Money, Securities and Other Property and INSURING AGREEMENT 5. — OUTSIDE THE PREMISES — Money, Securities and Other Property. X. War and Similar Actions Loss resulting from war, whether or not declared, warlike action, insurrection, rebellion, or revolution, or any related act or incident. VII. GENERAL CONDITIONS A. ARMORED MOTOR VEHICLE COMPANIES Under INSURING AGREEMENT 5. — OUTSIDE THE PREMISES — Money, Securities and Other Property, the Insurer will pay only for the amount of loss the" Insured" cannot recover 1. under the"Insured's" contract with the armored motor vehicle company; and 2. from any insurance or indemnity carried by or for the benefit of customers of the armored motor vehicle company, or from the armored motor vehicle company. B. CANCELLATION OF POLICY 1. The first "Named Insured" shown in the Declarations may cancel this Policy by mailing or delivering to the Insurer advance written notice of cancellation. 2. The Insurer may cancel this Policy by mailing or delivering to the first "Named Insured" written notice of cancellation at least: a. 10 days before the effective date of cancellation if the Insurer cancels for non-payment of premium; or b. 60 days before the effective date of cancellation if the Insurer cancels for any other reason. 3. The Insurer will mail or deliver its notice to the first "Named Insured's" last mailing address known to the Insurer. CA 00 H003 00 0909 ©2009, The Hartford Page 12 of 20 ` 4. NoUoeufmanoo|otionviUshabadhueffuctivedabeofoanceUution. The"Po|ioyPoriod^viUendonthatdahe, 5. If this Policy is cancelled, the Insurer will send the Dnd "Named |naunad^ any premium refund due. If the Insurer cancels, the refund will be pro nata. |f the first "Named Insured" oanoe|o, the refund may be |eon | | than pro rata. The cancellation will be effective even if the Insurer has not made or offered a refund. ' S. If notice in mai|ed, proof ofmailing will be sufficient proof of notice. C. CANCELLATION ASTO ANY EMPLOYEE INSURING AGREEMENT 1. — EK4PLDYEE THEFT and INSURING AGREEK4ENT2� — EK1PLOYEETHEFT — � CL|ENTPF<E�W|SE8arecanceUedantomny^emp|oyee^ � 1. immediately upon discovery by a member of the Risk Management Department or any offimsr, manager, or supervisor of the "Insured" not in collusion with the "employee" of "theft" or any other fraudulent or � dishonest act in excess of $25.000 committed by the "employee" whether before or after becoming ! employed by the "Insured"; or 2. on the date specified in a nnbma mailed to the "Insured". The date will be at least 30 days after the date of � the mailing. The mailing of notice to the "Insured" at the last mailing address known to the Insurer will be sufficient proof of notice. Delivery of notice is the same aemailing. � D. CHANGES � � This Policy contains all of the agreements between the "Insured" and the Insurer concerning the insurance ' afforded. The first"Named Insured" shown in the Declarations is authorized to make changes in the terms of this Policy with the Insurer's consent. This Policy's terms can be amended or waived only by endorsement issued by the Insurer and made a part of this Policy. E. CONCEALMENT, MISREPRESENTATION ORFRAUD ThinPo|icyiavoidinanycaoeoffraudbythm ^|nsured^ aaitre|ateatothiaPn|ioyatanytime. |tisa|oovoidifthe ^|nsured^, at any time intentionally conceals or misrepresents a material haot, whether in the application or otherwise, concerning � 1. this Policy; � | 2. the ~money^. ^secuhtiea^ or"other property" covered under this Policy; � 3. the ^|nnured's" interest in the "money", "securities" or"other property" covered under this Policy; or 4. a claim under this Po|icy. F. CHANGE |NCONTROL � 1. Mergers and Acquisitions � � If, during the"Policy Period^. any^|noured^: � | a merges with another entity such that the ^|noured^ ka the surviving entity; or b acquires o^Subnidiary". then coverage shall be provided for such newly merged or acquired entity and its "Subaidien(iea)^ after the � effective date of such merger oracquisition. � |ftherevenuesofanynew|ymorgedoraoquiredentityornow"Subaidiary" excoed1596ofthebota| revenueoof the "Named Insured" an reflected in its most recent consolidated audited financial statements prior to such merger or acquisition, the "Insureds" shall give the Insurer full dobsi|a of the transaction in writing as soon as � pnactioab|e, but in no event later than ninety (90) days after the date of such merger or acquisition and the � CAOOH003OU0A00 @20OQ. The Hartford Page 13of20 / � Insurer shall be entitled to impose such additional terms, conditions, and premium as the Insurer, in its absolute discretion, chooses. There shall be no coverage for any newly merged or acquired entity or any of its subsidiaries unless the "Insureds" comply with the terms of this provision. 2. Takeover Of Named Insured If the "Named Insured" merges into or consolidates with another entity such that the "Named Insured" is not the surviving entity; or a. all, or substantially all of the assets of the "Named Insured" are acquired by another person or entity, group of persons or entities, or persons and entities acting in concert such that the "Named Insured" is not the surviving entity; or b. more than 50% of the securities representing the right to vote for the "Named Insured's" board of directors or managers is acquired by another person or entity, group of persons or entities, or persons and entities acting in concert, then coverage shall immediately terminate as of the date of such transaction and any loss occurring upon or after such date shall not be covered hereunder. G. DISCOVERY 1. The Insurer will pay for loss which the "Insured" sustains through acts or events committed or occurring at any time and which are discovered by the" Insured" during the"Policy Period" or during the period provided in General Condition L., EXTENDED PERIOD TO DISCOVER LOSS. 2. Discovery of loss occurs when a member of the Risk Management Department or any officer, manager, or supervisor of the "Insured"first becomes aware of facts which would cause a reasonable person to assume that a loss covered by this Policy has been, or may be incurred even though the exact amount or the details of the loss may not then be known. 3. Discovery also occurs when the "Insured" receives notice of an actual or potential claim against the "Insured" alleging facts, which if true, would constitute a covered loss under this Policy. 4. No coverage will be available under this Policy for any loss which the "Insured" is aware of prior to the inception date of this Policy. 5. Regardless of the number of claims, the applicable limit of insurance set forth on the Declarations for INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT is the most the Insurer will pay per"occurrence"for the total of all loss or expense arising out of all "identity thefts"which are first discovered by the "identity recovery insured" during a 12-month period starting with the beginning of the present annual policy period. If an "identity theft" is first discovered in one policy period and continues into other policy periods, all loss and expense arising from such "identity theft"will be subject to the aggregate limit applicable to the policy period when the "identity theft" was first discovered. H. DISCOVERY SUPERSEDING LOSS SUSTAINED COVERAGE—LIABILITY FOR PRIOR LOSSES 1. If this Policy has replaced similar prior insurance written by a company other than the Insurer, and such other insurance provided a period of time to discover loss occurring prior to the termination or cancellation of that coverage, and a loss is discovered within the period provided by prior insurance to discover losses, the Insurer will not pay for such loss unless the amount exceeds the Limit of Insurance under said prior Policy. The Insurer will then only pay the Insured for any excess loss subject to the Insuring Agreements, Exclusions and General Conditions of this Policy. 2. Any payment that the Insurer makes to the "Insured" under this insurance shall not exceed the difference between the amount of insurance under the "Insured's" prior Policy and the Limit of Insurance shown in the Declarations and the Insurer will not apply its Deductible Amount to any excess loss payment. CA 00 H003 00 0909 ©2009, The Hartford Page 14 of 20 i DUTIES |NTHE EVENT OFLOSS After a member of the Risk Management Department or an offioer, manager or supervisor of the "Insured" discovers a loss or a situation which may nanu|t in o |ooe of or damage to "money", "securities" or "other | property", the "Insured" must: � 1. notify the Insurer oa soon as possible but no later than 00 days after discovery ofloss. / |2. submit hoexamination under oath at the Insurer's request and give the Insurer signed statement. | 3. give the Insurer a debai|ed, sworn proof of|oae within 120 days. 4. cooperate with the Insurer in the investigation and settlement of any claim. 5. with respect to INSURING AGREEMENT 4. — INSIDE THE PREMISES — Money, Securities and Other � Property and INSURING AGREEMENT 5. — OUTSIDE THE PREMISES — Money, Securities and {)bhor � Property notify the police if the "Insured" has reason to believe that the ^|nsunod's^ |oon involves o violation of law. 8. with respect to INSURING AGREEMENT 11. — IDENTITY RECOVERY EXPENSES REIMBURSEMENT � coverage, the "identity recovery insured" must send to the |noun*r. within 00 days after its request, receipts, bills �sorothernecnrdsihatauppotha ^|nsunad'a^ o|oimfor"identityrecoverymxponsee." | � J. EMPLOYEE BENEFIT PLANS � � In compliance with certain provisions of the Employee Retirement Income Security Act/ER|SA\: 1. The Insurer will pay for |000 ofordamage to "money", "securities" or "other property" of any "Employee Benefit Plan(s)" sponsored exclusively by the"Insured" resulting directly from "theft" by an "employee". In no event shall coverage for any "Employee Benefit P|on(a}^ be more than the Limit of Insurance shown on the Declarations under ITEM 4., INSURING AGREEMENT 1. — EMPLOYEE THEFT. Such limit shall bm o part ofand not in addition to the Limit of Insurance for INSURING AGREEMENT 1. — EMPLOYEE THEFT stated onthe Declarations. 2. |f any one or more "Employee Benefit Plans" one insured jointly with any other entity under this Policy, the "Insured" or the plan administrator must ae|aot a Limit of Insurance for INSURING AGREEMENT 1. — EMPLOYEE THEFT that is sufficient to provide a Limit of Insurance for each "Employee Benefit Plans" � which is at least equal to that required if each Plan were separately insured. � | 3. Any payments the Insurer makes to the "Named Insured" for |oea sustained by any "Employee Benefit Plan"will be held by that"Named Insured"for the use and benefit of the "Employee Benefit Plan" sustaining the loss. 4. If two or more "Employee Benefit Plans" are insured under this Pn|ioy, any payment which the Insurer makes for |oao sustained by two or more "Employee Benefit P|ons^, or of commingled funds or "other property" of two or more "Employee Benefit P|ans^, which arises out ofone ^oocurnanma^, is to be shared by each "Employee Benefit P|on'' sustaining loss in the proportion that the Limit of Insurance requiredfor each "Employee � Bonefi� P|anbooretothatota| ofthose |imita. 5. The Deductible provision which applies to INSURING AGREEMENT 1. — EMPLOYEE THEFT shall not � apply to |oaa which is sustained by any "Employee Benefit P|an(n)^ subject to ER|SA and which plan is i covered under this insurance. � K. EXAMINATION OF THE |NSURED`S BOOKS AND RECORDS 1. The Insurer may examine and audit the ^|nsurmd's^ books and records as they relate to this Policy at any � time during the"Policy Period" and upbo three years afterward. � ' CAUOH0O300000A @20U0. The Hartford Page 15of2O ! 2. The Insurer may also examine and audit the books and records of any organization which the "Insured" newly acquired and that is deemed to be an "Insured" under this Policy. L. EXTENDED PERIOD TO DISCOVER LOSS The Insurer will pay for loss which the "Insured" sustained prior to the effective date of termination or cancellation of this insurance, which is discovered by the" Insured": 1. no later than 60 days from the date of the termination, cancellation or non-renewal; and 2. as respects any "Employee Benefit Plan(s)", no later than 1 year from the date of that termination, cancellation or non-renewal. However, this extended period to discover loss terminates immediately upon the effective date of any other insurance obtained by the "Insured"to replace, in whole or in part, the insurance afforded by this Policy, whether or not such other insurance provides coverage for loss sustained prior to its effective date. M. FACSIMILE SIGNATURES The Insurer will treat mechanically reproduced facsimile signatures the same as handwritten signatures. N. INSPECTION AND SURVEYS 1. The Insurer has the right but is not obligated to: a. make inspections and surveys at any time; b. give the"Insured" reports on the conditions the Insurer finds; and c. recommend changes. 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. The Insurer does not make safety inspections. The Insurer does not undertake to perform the duty of any person or organization to provide for the health or the safety of workers or the public. And, the Insurer does not warrant that conditions: a. are safe or healthful; or b. comply with laws, regulations, codes or standards. 3. This condition applies not only to the Insurer, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. O. JOINT INSURED 1. If more than one "Named Insured" is named in the Declarations, the first "Named Insured" will act for itself and for every other "Insured" for all purposes of this Policy. If the first "Named Insured" ceases to be covered, then the next"Insured" will become the first"Named Insured". 2. If any "Insured", "LLC Manager" or "LLC Member" or officer of an "Insured" has knowledge of any information relevant to this Policy, that knowledge is considered to be knowledge of every"Insured". 3. An "employee" of any"Insured" is considered to be an "employee" of every"Insured". 4. If this Policy or any of its Insuring Agreements is cancelled, terminated or non-renewed as to any"Insured", loss sustained by that "Insured" is covered only if discovered by the" Insured" during the period of time provided in General Condition L., EXTENDED PERIOD TO DISCOVER LOSS. This extended period to discover loss also terminates in accordance with paragraph 2 of that condition. CA 00 H003 00 0909 ©2009, The Hartford Page 16 of 20 5. The Insurer will not pay a greater amount for loss sustained by more than one "Insured" than the Insurer would pay if all of the loss had been sustained by one "Insured". P. LEGAL ACTION AGAINST US The "Insured" may not bring any legal action against the Insurer involving loss: 1. unless the "Insured" has complied with all the terms of this Policy; and 2. until 90 days after the "Insured" has filed proof of loss with the Insurer; and 3. unless such action is brought within 2 years from the date that the "Insured" discovers such loss. Q. LEGAL EXPENSES The "Insured" shall immediately notify the Insurer of any claim or suit generating such expenses and shall not settle such claim or suit, or incur any related costs or expenses, without the Insurer's prior written authorization, nor shall the "Insured" admit liability in any such claim or suit. The Insurer shall have no duty to defend any such claim or suit, but shall have the right to investigate, negotiate or settle any such claim or suit or to take over the conduct of the defense thereof. Moreover, if, in the Insurer's discretion, the Insurer advances payments for such suit, the Insurer may require a written undertaking, on its terms and conditions, guaranteeing the repayment of any expenses it pays that are determined to be not covered hereunder. R. LOSS COVERED UNDER MORE THAN ONE INSURING AGREEMENT OF THIS POLICY If two or more Insuring Agreements of this Policy apply to the same loss, the Insurer will pay the lesser of 1. the actual amount of loss; or 2. the sum of the Limits of Insurance applicable to those Insuring Agreements. S. NON ACCUMULATION OF LIMIT OF INSURANCE Regardless of the number of years this Policy remains in force or the number of premiums paid, no Limit of Insurance cumulates from year to year or"Policy Period"to"Policy Period". T. OTHER INSURANCE 1. This Policy does not apply to loss recoverable or recovered under other insurance or indemnity. If the limit of the other insurance or indemnity is insufficient to cover the entire amount of the loss, this Policy will apply to that part of the loss, other than that falling within any Deductible Amount, not recoverable or recovered under the other insurance or indemnity. 2. However, this Policy will not apply to the amount of loss that is more than the applicable Limit of Insurance shown in the Declarations. U. OWNERSHIP OF PROPERTY; INTERESTS COVERED 1. Solely for purposes of INSURING AGREEMENT 1. — EMPLOYEE THEFT and INSURING AGREEMENTS 3. through 8., the property covered under this Policy is limited to "money", "securities" or"other property": a. that the"Insured" owns or leases; or b. that is owned by the "Insured's" "client" and which the "Insured" holds on its"premises"; or c. which is in the custody of one acting as the "Insured's" "messenger" and while such "money", "securities" or"other property" is in transit; or CA 00 H003 00 0909 ©2009, The Hartford Page 17 of 20 d. for which the "Insured" is legally liable, except for loss covered under INSURING AGREEMENT 2. EMPLOYEE THEFT—CLIENT PREMISES Provided that the Insurer's liability will not apply to damage to the "premises" unless the "Named Insured" is the owner of such "premises" or is legally liable for such damage. Notwithstanding the above, this Policy is for the "Insured's" benefit alone and no other person or organization has any rights or benefits. Any claim for a loss of "client" "money", "securities" or "other property" occurring on the "Insured's" "premises" or while in transit in the custody of a "messenger" may only be made by the "Insured" in the"Insured's" proof of loss. 2. Solely for purposes of INSURING AGREEMENT 2. — EMPLOYEE THEFT — CLIENT PREMISES, the property covered under this Policy is limited to "money", "securities" and "other property": a. that the "Insured's" "client" owns or leases; or b. that is owned or leased by a customer of the "Insured's" "client" or c. for which the"Insured's" "client" is legally liable; but only for "theft" that occurs and causes loss during the time the "Insured's" identified "employee" is engaged pursuant to a written agreement to perform services on the"client's premises". Notwithstanding the above, this Policy is for the "Insured's" benefit alone and no other person or organization has any rights or benefits, including the "client". Any claim for loss of "money", "securities" or "other property" sustained by the "client" or customer of such "client" and caused by "theft" by an "employee" shall be made by the"Insured" in the"Insured's" proof of loss. V. PREMIUMS The first "Named Insured" is responsible for the payment of all premiums and will be the payee for all return premiums the Insurer pays. W. RECORDS The "Insured" must keep records of all "money", "securities" and "other property" covered under this Policy so the Insurer can verify the existence, cause and amount of any loss. X. RECOVERIES 1. Any recoveries made before the resolution of all or any part of a claim under this Policy shall be distributed/applied in the following order of priority: a. to the party(either the "Insured" or the Insurer)to reimburse it for the reasonable and necessary costs of obtaining the recovery; and then b. to the"Insured" to reduce the amount of covered loss. 2. Any recoveries made after the resolution of all or any part of a claim under this Policy shall be distributed/applied in the following order of priority: a. to reimburse the party (either the "Insured" or the Insurer) for the reasonable and necessary costs of obtaining the recovery; and then b. to the" Insured", until reimbursed for any excess covered loss sustained that exceeds the Limit of Insurance and the Deductible Amount, if any; and then C. to the Insurer, until reimbursed for the amount paid; and then CA 00 H003 00 0909 ©2009, The Hartford Page 18 of 20 d. to the "Insured", until reimbursed for that part of the loss equal to the Deductible Amount, if any; and then e, to the "Insured"for any loss not covered. 3. Recoveries do not include any recovery: a. from insurance, suretyship, reinsurance, security or indemnity taken for the Insurer's benefit; or b. of original securities after duplicates of them have been issued. Y. SPECIAL LIMIT OF INSURANCE FOR SPECIFIED PROPERTY (Insuring Agreement 4.) The Insurer will pay no more than $25,000. for any one "occurrence" of loss of or damage to 1. precious metals, precious or semi-precious stones, pearls, furs or completed or partially completed articles made of or containing such materials that constitute the principal value of such articles; or 2. manuscripts, drawings or records of any kind or the cost of reconstructing them or reproducing any information contained in them. Z. TERRITORY This Policy covers acts committed or events occurring anywhere in the world pursuant to General Condition F. CHANGE IN CONTROL. AA. TRANSFER OF THE INSURED'S RIGHTS AND DUTIES UNDER THIS POLICY 1. The "Insured's" rights and duties under this Policy may not be transferred without the Insurer's written consent except in the case of death of an individual "Insured". 2. If the "Insured" dies, the "Insured's" rights and duties will be transferred to the "Insured's" legal representative but only while acting within the scope of duties as the "Insured's" legal representative. Until the "Insured's" legal representative is appointed, anyone having proper temporary custody of the "Insured's" "money", "securities" and "other property"will have the "Insured's" rights and duties but only with respect to that"money", "securities" and "other property". BB. TRANSFER OF THE INSURED'S RIGHTS OF RECOVERY AGAINST OTHERS TO US The "Insured" must transfer to the Insurer all the "Insured's" rights of recovery against any person or organization for any loss the "Insured" sustained and for which the Insurer has paid or settled. The "Insured" must also do everything necessary to secure those rights and do nothing after loss to impair them. CC. VALUATION 1. Subject to the applicable Limit of Insurance, The Insurer will pay for: a. loss of "money" but only up to and including its face value. The Insurer may, at its option, pay for a loss of"money" issued by any country other than the United States of America in either the face value in the "money" issued in that country, or, in the United States of America dollar equivalent determined by the rate of exchange as stated in The Wall Street Journal on the day that the loss occurred. b. loss of "securities" but only up to and including their value as stated in The Wall Street Journal at the close of business on the day that the loss was discovered. But, the Insurer may, at its option, 1) pay the value of such "securities", 2) replace them in kind in which event the "Insured" must assign to the Insurer all the "Insured's" rights, title and interest in and to those "securities" or 3) pay the cost of any CA 00 H003 00 0909 ©2009, The Hartford Page 19 of 20 Lost Securities Bond required in connection with issuing duplicates of the "securities". However, the Insurer will be liable only for the payment of so much of the cost of the bond as would be charged for a bond having a penalty not exceeding the lesser of i. the value of the "securities" as stated in The Wall Street Journal at the close of the business on the day the loss was discovered; or ii. the Limit of Insurance. c. loss of or damage to 'other property" or loss from damage to the "premises" or its exterior for the replacement cost of the "other property" without deduction for depreciation, subject to 2. below. However, the Insurer will not pay for more than the lesser of i. the Limit of Insurance applicable to the lost or damaged "other property"; or ii. the cost to replace the lost or damaged "other property" with "other property" of comparable material and quality and used for the same purpose; or iii. the amount that the "Insured" actually spends that is necessary to repair or replace the lost or damaged "other property". 2. The Insurer will not pay on a replacement cost basis for any loss or damage: a. until the lost or damaged "other property" is actually repaired or replaced; and b. unless the repair or replacement is made as soon as reasonably possible after the loss or damage. If the lost or damaged "other property" is not repaired or replaced, the Insurer will pay based on actual cash value. 3. The Insurer may, at its option, pay for loss of or damage to "other property" other than "money" in the "money" of the country in which the loss occurred; or in the United States of America dollar equivalent of the "money' of the country where the loss occurred determined by the rate of exchange on the day the loss was discovered. Any "other property' that the Insurer pays for or replaces becomes "other property' of the Insurer. CA 00 H003 00 0909 ©2009, The Hartford Page 20 of 20 THE.4 HARTFORD Endorsement No: z This endorsement, effective 12:O1o.m, July l, 2019 . forms part of policy number 57BDozo7926 ieouedto Project Sentinel | bv The Hartford Fire Insurance Company. � THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. , RETROACTIVE DATE ENDORSEMENT LOSS SUSTAINED COVERAGE � ! This endorsement modifies insurance provided under the following: | THE HARTFORD CRIME m ADVANCED POLICY | This endorsement applies to all of the Insuring Agreements forming a part of this Policy. A. SCHEDULE RETROACTIVE DATE July 1, 2019 B. 1. This Policy is amended by adding the following language to INSURING AGREEMENTS 1-8: � Provided, that such ado are committed or events occur after the RETROACTIVE DATE shown in the | SCHEDULE and are discovered by the "Insured" during the "Policy Periud" shown in the Declarations or | during the period of time provided in the EXTENDED PERIOD TO DISCOVER LOSS General Condition. | 2. Section VU. GENERAL CONDITIONS G. DISCOVERY, paragraph 1. is deleted and replaced by the � following: 1. The Insurer will pay for loss which the "Insured" sustains directly from acts committed or events occurring after the RETROACTIVE DATE shown in the SCHEDULE and which are discovered by the "Insured" during the "Policy Period" or during the period provided in the EXTENDED PERIOD TO � DISCOVER LOSS General Condition. All other terms and conditions remain unchanged. i Douglas Elliot, President � � CAO0HO1O000000 300Q. The Hartford Page 1of1 � � THE HARTFORD Endorsement No: 1 This endorsement, effective 12:01a.m., July 1, 2019 , forms part of policy number 57BDDID7926 issued to Project Sentinel by The Hartford Fire Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ERISASHIELD AMEND GENERAL CONDITION J. - EMPLOYEE BENEFIT PLANS This endorsement modifies insurance provided under the following: THE HARTFORD CRIMESHIELDSM ADVANCED POLICY The Policy is amended as follows: Section VII. GENERAL CONDITION J., EMPLOYEE BENEFIT PLANS, is hereby amended to include the following: In consideration of the additional premium charged, if, at the inception'of this Policy, the "Insured" has a Limit of Insurance for its insured "Employee Benefit Plan(s)" that is equal to or greater than that required under ERISA, the Insurer agrees to automatically increase that Limit of Insurance, subject, however, to SECTION VII. GENERAL CONDITION S., NON ACCUMULATION OF LIMIT OF INSURANCE, to equal the amount required under ERISA at the time the "Insured" discovers a loss but in no event to exceed $500,000 per insured "Employee Benefit Plan." All other terms and conditions remain unchanged. Douglas Elliot, President CA 00 H032 00 0909 ©2009, The Hartford Page 1 of 1 THE HARTFOPD Endorsement No: 1 This endorsement, effective 12:01a.m., July 1, 2019 forms part of policy number 57BDDID7926 issued to Project Sentinel by The Hartford Fire Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND THEFT DEFINITION - GENERAL CONDITION J. - EMPLOYEE BENEFIT PLANS This endorsement modifies insurance provided under the following: THE HARTFORD CRIMESH/ELDsM ADVANCED POLICY Section V. DEFINITIONS, JJ. "Theft"is amended by the addition of the following: Solely for the purposes of VII. GENERAL CONDITION J., EMPLOYEE BENEFIT PLANS, "theft' specifically includes "fraud or dishonesty' committed by an "employee". As used in this endorsement, "fraud or dishonesty" has the meaning as set forth in ERISA Title 29 Code of Federal Regulations Section 2580.412-9. All other terms and conditions remain unchanged. Douglas Elliot, President Authorized Representative CA 00 H148 00 0214 ©2014, The Hartford Page 1 of 1 c , THE HARTFORD Endorsement No: 1 This endorsement, effective 12:01 am, July 1, 2019 forms a part of policy number 57BDDID7926 issued to Project Sentinel by The Hartford Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DECEPTION FRAUD ENDORSEMENT This endorsement modifies insurance provided under the following: THE HARTFORD CRIMESHIELD®ADVANCED POLICY I. Section II. INSURING AGREEMENTS, is amended by the addition of the following: DECEPTION FRAUD The Insurer will pay for loss of"money" or "securities" resulting from "deception fraud," subject to the Limit of Insurance and Deductible stated in the SCHEDULE below. Deception Fraud SCHEDULE Limit of Insurance $15,000 Deductible $5,000 The above Limit of Insurance and Deductible apply per"occurrence." II. Section V. DEFINITIONS, is amended by the addition of the following: • "Deception Fraud"means the intentional misleading of a person to induce the"Insured' to part with "money" or"securities" by someone pretending to be an"employee," owner of the "Insured" or one of the following business relations: 1. A"vendor;" 2. A"customer;" 3. A"custodian;" or 4. A"messenger." • "Customer" means a natural person or entity for whom the "Insured" provides goods or services. • "Vendor" means a business entity that sells goods or services to the "Insured." CA 00 H155 00 1014 ©2014, The Hartford Page 1 of 3 III. Section VI. EXCLUSIONS, is amended in the following manner: 1. Exclusion C. is deleted and replaced with the following: Loss resulting from "theft," "deception fraud" or any other dishonest or criminal act committed by any of the "Insured's" "employees", managers, directors, trustees or representatives whether acting alone or in collusion with other persons or while performing services for the "Insured" or otherwise except when covered under INSURING AGREEMENT 1. — EMPLOYEE THEFT or INSURING AGREEMENT 2.— EMPLOYEE THEFT—CLIENT PREMISES. 2. Exclusion E. is amended to include the following: This exclusion shall not apply to the Deception Fraud Insuring Agreement. 3. The following exclusions are added: • Loss or damage resulting directly or indirectly from "deception fraud."This exclusion shall not apply to the Deception Fraud Insuring Agreement. • Loss or damage: 1. resulting from "theft" by an "employee;" 2. resulting from "forgery" or alteration of: a. checks, drafts, promissory notes, or similar written promises, orders or directions to pay a sum certain in "money;" or b. written instruments required in conjunction with any credit, debit or charge card; 3. directly related to the use of any computer to fraudulently cause a transfer of "money" or"securities"from inside the "premises" or"banking premises;" 4. resulting from "funds transfer fraud," 5. resulting from the "Insureds" having accepted in good faith and in the regular course of business, in exchange for merchandise, "money" or services: a. money orders issued by any post office, express company or bank in any country that are not paid upon presentation; or b. "counterfeit" paper currency of any country; 6. resulting from any investments in "securities" or ownership in any corporation, partnership, real property, or similar instrument, whether or not such investment is genuine; 7. resulting from the failure, malfunction, inadequacy or illegitimacy of any product or service, including in the advertisement or labelling thereof; 8. resulting from the failure of any party to perform, in whole or in part, under a contract; 9. resulting from gambling, game of chance, lottery or similar game; and CA 00 H155 00 1014 ©2014, The Hartford Page 2 of 3 10. resulting from any party's use or acceptance of any credit card, debit or similar instrument, whether or not genuine. This exclusion shall only apply to the Deception Fraud Insuring Agreement. • Loss of or damage to"other property."This exclusion shall only apply to the Deception Fraud Insuring Agreement. • Loss of"money" or"securities": 1. outside the"premises" in the care and custody of a"messenger' or an armored motor vehicle company; or 2. inside the"premises" or"banking premises" resulting directly from disappearance or destruction. This exclusion shall only apply to the Deception Fraud Insuring Agreement. All other terms and conditions remain unchanged. Douglas Elliot, President Authorized Representative CA 00 H155 00 1014 ©2014, The Hartford Page 3 of 3 THE NARTFORD | Endorsement No: z This endorsement, effective 12:01a.m.. july I, 2019 forms part of policy number 57Boozo7926 issued to eroject Sentinel by The Hartford Fire Insurance Company. � � THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ |TCAREFULLY. INCLUDE COVERAGE FOR VIRTUAL CURRENCY- SUBL|88|TED | This endorsement modifies insurance provided under the following: � ! THE HARTFORDC0K8ESH8LD~~ADVANCED POLICY | � � i Section III. LIMIT QF INSURANCE, A. is amended by the addition of the following: Any coverage for loss of"virtual currency" under this Policy is subject toauub|imitof$15.UO0per "occurrence," which oub|imit is port of and not in addition to any other Limit of Insurance applicable under this Policy. U. Section IV. DEDUCTIBLE, ia amended by the addition of the following: The foregoing nobmithetanding, any coverage for loss of "virtual currency" under this Policy is subject toa Deductible Amount nf$5.U0U per^oocurrenoe.^ Ui Section \( DEFINITIONS, Y. ia amended by the addition nf the following: ! ^Moxnoy' shall also include "virtual cumsnoy . � |V. Section V. DEFINITIONS, is amended bv the addition of the following: � ^Virb/o/ currency' means a virtual or digital representation of value that is not issued by central bank ora public authority, but may be accepted as a means of payment and can be transferred, stored or traded e|eotronioeUy, whether or not it is recognized as, or exchangeable for. legal tender. � V. Section VII. GENERAL CONDITIONS, CC. VALUATION, is amended by the addition of the following: � The foregoing nnbwthatonding, in the event of loss of "virtual currency" covered under this Policy, the Insurer may, ot its option: � (1) tender the value of the "virtual currency" in actual currency of the country in which the loss ! was nusbained, or in the United Sbah*e of America dollar equiva|mnt, by baking the weighted average of the values of"virtual currency' in such actual currency as posted on � the three largest relevant "virtual currency" exohangaa, based on the volume of "virtual � currency" exchanged, asof12:OOPyW EST on the day the loss ia discovered; or � � � CAOUH158OU1014 @2O14. The Hartford Page 1of2 (2) replace the quantity of"virtual currency" of such loss. All other terms and conditions remain unchanged. (;� f,, Douglas Elliot, President Authorized Rep. CA 00 H156 00 1014 ©2014, The Hartford Page 2 of 2 THE=��| H/\ATFORD Endorsement No: z This endorsement, effective 12:O1em, July l, 2019 . forms part of policy number 57Boozn7926 issued to Project Sentinel � � by The Hartford Fire Insurance Company. ! � THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ [TCAREFULLY. ^ � CALIFORNIA AMENDATORY ENDORSEMENT � � This endorsement modifies insurance provided under the following: THE HARTFORDCR|K8E3HIELna ADVANCED POLICY ! Section VII. GENERAL CONDITIONS, paragraph CC.VALUATION, is amended by adding the following: � Actual cosh value is calculated as the amount it would cost to repair or replace "other properh/, at the time of loss or damage, with material of like kind and qua|ity, subject to o deduction for deterioration, depreciation and obsolescence. Actual cash value applies to valuation of "other property" regardless of whether that property has sustained partial or total loss or damage. The actual cash value of the lost or damaged property may be significantly less than its replacement cost. � All other terms and conditions remain unchanged. ! ~ (;�M Fva ot �� Douglas Elliot, President � / � � CAO4HOO4O00QO0 Page 1of1 ' | @2000. The Hartford Includes copyrighted material of Insurance Services Office, Inc. with its permission | THE HARTFORD Endorsement No: 1 This endorsement, effective 12:01a.m., July 1, 2019 forms part of policy number 57BDDID7926 issued to Project Sentinel by The Hartford Fire Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CANCELLATION AND NONRENEWAL ENDORSEMENT This endorsement modifies insurance provided under the following: THE HARTFORD CRIMESH/ELDsM ADVANCED POLICY I. Section VII. GENERAL CONDITIONS, is amended as follows: A. Section VII. GENERAL CONDITIONS, B. CANCELLATION OF POLICY, paragraph 2, is deleted and replaced by the following: 2. All Policies In Effect For More Than 60 Days a. If this Policy has been in effect for more than sixty (60) days, or is a renewal of a Policy the Insurer issued, the Insurer may cancel this Policy only upon the occurrence, after the effective date of the Policy, of one or more of the following: (1) nonpayment of premium, including payment due on a prior Policy the Insurer issued and due during the current Policy term covering the same risks. (2) discovery of fraud or material misrepresentation by: (a) Any"Insured" or its representative in obtaining this insurance; or (b) The "Insured" or the "Insured's" representative in pursuing a claim under this Policy. (3) A judgment by a court or an administrative tribunal that the "Insured" has violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the "Insured" or the "Insured's" representative, which materially increase any of the risks insured against. (5) Failure by the "Insured" or the "Insured's" representative to implement reasonable loss control requirements, agreed to by the "Insured" as a condition of Policy issuance, or which were conditions precedent to the Insurer's use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. CA 04 H005 00 0909 Page 1 of 3 © 2009, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) (6) A determination by the Commissioner of Insurance that the: (a) loss of, or changes in, the Insurer's reinsurance covering all or part of the risk would threaten the Insurer's financial integrity or solvency; or (b) continuation of the Policy coverage would: (i) place the Insurer in violation of California law or the laws of the state where the Insurer is domiciled; or (ii) threaten the Insurer's solvency. (7) A change by the "Insured" or the "Insured's" representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, unless the added, increased or changed risk is included in the Policy. b. The Insurer will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first"Named Insured", and to the producer of record, at least: (1) ten (10) days before the effective date of cancellation if the Insurer cancels for a reason listed in paragraph 2.a. (1) or (2). (2) Thirty(30) days before the effective date of cancellation if the Insurer cancels for any other reason listed in paragraph 2 a. B. Section VII. GENERAL CONDITIONS, paragraph B. CANCELLATION OF POLICY, is amended by adding the following: NONRENEWAL 1. If the Insurer elects not to renew this Policy: a. The Insurer will mail or deliver written notice stating the reason for nonrenewal to the first "Named Insured" shown in the Declarations and to the producer of record, at least sixty (60) days, but not more than one hundred twenty (120) days, before the expiration or anniversary date. b. The Insurer will mail or deliver the Insurer's notice to the first "Named Insured", and to the producer of record, at the mailing address shown in the Policy. 2. The Insurer is not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a Policy, without any changes in terms, conditions, or rates, is between the Insurer and a member of the Insurer's insurance group. b. If the Policy has extended for ninety (90) days or less, provided that notice has been given in accordance with Paragraph B.1. above. C. If the "Insured" has obtained replacement coverage, or if the first"Named Insured" has agreed, in writing, within sixty(60)days of the termination of the Policy, to obtain that coverage. CA 04 H005 00 0909 Page 2 of 3 © 2009, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) d. If the Policy is for a period of no more than sixty (60) days and the "Insured" is notified at the time of issuance that it will not be renewed. e. If the first "Named Insured" requests a change in the terms or conditions or risks covered by the Policy within sixty(60)days of the end of the Policy Period. f. If the Insurer has made a written offer to the first "Named Insured", in accordance with the timeframes shown in paragraph B.1. above, to renew the Policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. All other terms and conditions remain unchanged. ca,e P, Douglas Elliot, President CA 04 H005 00 0909 Page 3 of 3 © 2009, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) THE.4 H RTFORD A MESSAGE TO OUR CALIFORNIA POLICYHOLDERS Companies writing property and casualty insurance business in California are required to participate in the California Insurance Guarantee Association. If a company becomes insolvent the California Insurance Guarantee Association settles unpaid claims and assesses each insurance company for its fair share. California law requires all companies to surcharge Policies to recover these assessments. If your Policy is surcharged, "CA Surcharge"with an amount will be displayed on your premium notice. CA 04 H006 00 0909 Page 1 of 1 © 2009, The Hartford THE HARTFORD Endorsement No: 1 This endorsement, effective 12:01a.m., July 1, 2019 forms part of policy number 57BDDID7926 issued to Project sentinel by The Hartford Fire Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA PREMIUM ENDORSEMENT This endorsement modifies insurance provided under the following: THE HARTFORD CRIMESH/ELDsm ADVANCED POLICY This endorsement applies to the Policy and all of the INSURING AGREEMENTS forming part of this Policy. POLICY NO. 57BDDID7926 NAMED INSURED: Project sentinel It is agreed that: 1. In compliance with the ruling of the Commissioner of Insurance of the State of California and the Opinion of the Attorney- General of that State requiring that the premium for all policies be endorsed thereon, the basic premium charged for the attached Policy for the period from: July 1, 2019 to: July 1, 2020 is: One Hundred Dollars ($100) 2. This endorsement is effective as of 12:01 a.m. on July 1, 2019 All other terms and conditions remain unchanged. (;�MY03 W'�O Douglas Elliot, President Accepted: Signature Waived Authorized Representative CA 04 H105 00 0909 © 2009 The Hartford Page 1 of 1 THE HART FORD IMPORTANT INFORMATION TO POLICYHOLDERS In the event you need to contact someone about this policy for any reason,please contact your agent.If you have additional questions,you may contact the insurance company issuing this policy at the following address and telephone number: THE HARTFORD BOND CENTER P.O. BOX 958461 LAKE MIRY, FL 32795 888-656-0817 FAX—877-257-2166 If you have a problem with your insurance company, its agent or representative that has not been resolved to your satisfaction,please call or write to the Department of Insurance. Consumer Affairs Division California Department of Insurance 300 South Spring Street Los Angeles,CA 90013 1-800-233-9045 Written correspondence is preferable so that a record of your enquiry can be maintained. When contacting your agent, company or the Bureau of Insurance,have your policy number available. ILNP 85 14 03 89 CA EL 04 R1 1 1 00 0493 THE HA TFO D U.S. DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the United States. Please read this Notice carefully. The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States. OFAC acts under Presidential national emergency powers, as well as authority granted by specific legislation, to impose controls on transactions and freeze assets under U.S. jurisdiction. OFAC publishes a list of individuals and companies owned or controlled by, or acting for or on behalf of, targeted countries. It also lists individuals, groups, and entities, such as terrorists and narcotics traffickers designated under programs that are not country-specific. Collectively, such individuals and companies are called "Specially Designated Nationals and Blocked Persons" or "SDNs". Their assets are blocked and U.S. persons are generally prohibited from dealing with them. This list can be located on OFAC's web site at— htto://www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is an SDN, as identified by OFAC, the policy is a blocked contract and all dealings with it must involve OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. HG 00 H129 00 1016 ©2016, The Hartford Page 1 of 1 203958107_1 LAW THE.J HARTFORD Producer Compensation Notice You can review and obtain information on The Hartford's producer compensation practices at www.thehartford.com or at 1-800-592-5717. F-5267-0 HR 00 H093 00 0207 ©2007, The Hartford Page 1 of 1 THE HARTFORD Fee Disclosure Notice -- State of California A service fee of $7.00 is charged for each installment when your premium is paid in installments. If you select an electronic funds transfer payment method to pay your premium, the service fee is reduced to $5.00 per withdrawal. If you have more than one policy with The Hartford billing on an account, only one service fee will be charged per installment. The service fee will be added to the premium amount shown on your premium billing statement. By paying the Current Balance on your Insurance Bill in full, you can avoid future service fees associated with administering your payment plan. HR 04 H026 00 0607 ©2007, The Hartford Page 1 of 1 THE HARTFORD IN WITNESS WHEREOF, the Company has caused this policy/bond to be executed and attested, and if required by state law, this policy/bond shall not be valid unless countersigned by a duly authorized representative of the Company. HARTFORD FIRE INSURANCE COMPANY HOME OFFICE— HARTFORD, CONNECTICUT ADMINISTRATIVE OFFICES - HARTFORD, CONNECTICUT (A STOCK INSURANCE COMPANY MEMBER OF THE HARTFORD) Brian S.Becker,Corporate Secretary Douglas Elliot, President RN 00 0001 00 0593 BELOW MARKET RATE (BMR)AFFORDABLE HOUSING FUND (AHF) CITY/NON-PROFIT CONTRACT (Services Only) This Below Market Rate (BMR)Affordable Housing Fund (AHF) City/Non-Profit Contract(the "Contract") is entered into between the CITY OF CUPERTINO, a political subdivision of the State of California("CITY"), and PROJECT SENTINEL,a non-profit public benefit corporation(the "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of Below Market Rate ("BMR")Affordable Housing Funds ("AHF")funds to CORPORATION on July 1,2018. WITNESSETH WHEREAS, CITY has reserved a portion of its BMR AHF funds to be used on activities that benefit Cupertino's residents;and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY'S BMR AHF funds for the Program (as described below)to be operated within the City for the benefit of low and very low-income households; NOW,THEREFORE, the parties agree as follows: I. Program CITY agrees to allocate a portion of its current BMR AHF funds to CORPORATION, in the sum of Forty Three Thousand Dollars and No. Cents ($43,000) (the "Grant") for the purpose of implementing the CORPORATION'S program, as more particularly described in Exhibits A-E to the Contract (the "Program"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated herein by reference. Exhibit A: Program Description Exhibit B:Program Work Plan Exhibit C: Proposed Implementation Timeline Schedule Exhibit D: Program Budget Exhibit E: Basic Insurance and Bond Requirements For Non-Profit Contracts 11. TERM A. The purpose of this Contract is for the CITY to disburse the Grant for eligible activities. B. The term of this Contract (the "Term")will begin on July 1, 2018 and will end on June 30,2019, unless otherwise amended or terminated earlier pursuant to Section VII or Section VIII of this Contract. 1 III. SECOND YEAR RENEWAL OPTIONS The term of this Contract may be extended by an amendment to this Contract authorized by City Council for the fiscal year subsequent to the initial term of this Contract, contingent on the following requirements and process: A. Authorization by CITY to expend funds for the purposes of this Contract; B. CITY'S appropriation of BMR AHF funds for this Program; C. CORPORATION'S satisfactory performance, as determined in the CITY's sole discretion, of all its obligations as stated in this Contract; D. Submission to CITY of current proof of insurance satisfying the requirements set forth in Exhibit E. IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION shall: 1. Provide CITY with copies of the following documents,evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation under the laws of the State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Service non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION;and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 2. During the Contract Term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation,Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to CITY. 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. 4. Open to the public meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 2 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws, 7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's execution of this Contract. The CORPORATION hereby warrants to the CITY that this Contract is a legal,valid, and binding obligation of the CORPORATION enforceable in accordance with its terms, and that the execution and delivery of this Contract and the performance of the CORPORATION's obligations have been duly authorized by the CORPORATION. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the Program within the City of Cupertino, for the purpose of benefiting low and very low-income households. 2. File quarterly reports on the type and number of services rendered through the operation of the Program, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the Program is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten (10) days after the close of each reporting period and must cover the three (3) months immediately preceding the date on which the report is filed. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award, inform CITY within ten (10) days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate program-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino General Funds." C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: 1. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. 2. If the Term of this Contract is extended by an amendment for a second fiscal year,submit a satisfactory audit within one hundred fifty(150) days of CORPORATION's 3 fiscal year encompassed by the first year of this Contract. 3. Document all Program costs by maintaining records in accordance with Section IV,Paragraph D below. 4. Submit to the CITY, based on an agreed upon schedule,a request for payment,together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract Term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract Term. Funds not disbursed will be returned to the City for future reallocation. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit E and provide a current insurance certificate evidencing such coverage. 6. Deliver to the CITY a copy of the resolution authorizing CORPORATION's execution of this Contract. 7. Items 4 through 6 above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will,at discretion of CITY, result in suspension of funding or termination of this Contract. 8. If CORPORATION does not use the Grant funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings,which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. Maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices,time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records,personnel,property and all other pertinent records sufficient to reflect properly(a)all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Contract or to operate the Program, and(b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided in connection with the Program. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility,and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 4 1. Until five(5) years following date of final payment under this Contract, or 2. For such longer period, if any, as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five (5) years from the date of termination. F. Examination of Records and Facilities. At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of the later of: (a)five (5) years after final payment under this Contract, (b) five (5)years from the date of termination of this Contract, or(c)such longer period as may be described by applicable law, have access to and the right to examine its plants,offices and facilities used in the performance of this Contract or the operation of the Program, and all its records with respect to the Program and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts,invoices,payrolls,records of personnel, conditions of employment, materials and all other data relating to the Program and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law, CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors, and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees. H, Suspension and Termination. If CORPORATION materially fails to comply with any term of this Contract, CITY may suspend or terminate the Contract in whole or in part. In no event shall any payment by CITY hereunder constitute a waiver by CITY of any breach of this Contract or any default, which may then exist on the part of CORPORATION, nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach or default. CITY expressly reserves the right to demand of CORPORATION the repayment to the CITY of any funds disbursed to CORPORATION under this Contract,which were not expended in accordance with the terms of this Contract, and CORPORATION agrees to promptly refund any such funds upon demand. Notwithstanding the above, CORPORATION shall not be relieved of liability to CITY for damages sustained by CITY or others by virtue of any breach of the Contract by CORPORATION, and CITY may withhold any payments to the CORPORATION for the purpose of set off until such time as the exact amount of damages due CITY from CORPORATION is determined. 5 I. Reversion of Assets. Upon expiration or termination of this Contract, the CORPORATION will transfer to the CITY any Grant funds on hand at the time of expiration and any accounts receivable attributable to the use of such funds. J. Conflict of Interest. In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et sea.,except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision-making process may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto,or the proceeds thereunder, during, or at any time after,such person's tenure. CORPORATION shall exercise due diligence to ensure that the prohibition in this Section is followed. Further, no person who is a director, officer, partner, trustee or employee or consultant of CORPORATION, or immediate family member of any of the preceding, shall make or participate in a decision,made by the CITY or a CITY board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 e, t sea., its implementing regulations manual and codes, and Government Code Section 1090. V. OBLIGATIONS OF CITY A. Method of Payment. During the Term of this Contract, CITY shall disburse the SMR AHF Grant funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the Program, not to exceed the total sum set forth in Article 1. CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based on CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit B ("Program Work Plan"), failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section VII, Paragraph B of this Contract or based on the refusal by CORPORATION to accept any additional conditions that may be imposed by City at any time to ensure compliance with the terms of this Contract. VI.PROGRAM COORDINATION A. CITY. The CITY has designated the Senior Housing Planner for CITY who will render overall supervision of the progress and performance of this Contract by CITY. B. CORPORATION. As of the date hereof, CORPORATION has designated Ann Marquart to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the 6 progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Senior Housing Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CORPORATION: Project Sentinel 1490 El Camino Real Santa Clara CA 95050 All notices will either be hand delivered or sent by United States mail,registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72)hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. VII. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Program performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements, records, information and reports necessary for DIRECTOR to monitor, review and evaluate the performance of the Program and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by CITY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: l. If CORPORATION (with or without knowledge)has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the Program. 2. If there is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the Program. 7 3. If CORPORATION has taken any action pertaining to the Program, which action required CITY approval, and such approval was not obtained. 4. If CORPORATION is in default under any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in the Program Work Plan attached as Exhibit B. C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any corrective action recommendation. CITY will have the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Contract as set forth in Section VIII below. VIii. TERMINATION A, Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non- compliance as defined in Section VII, Paragraph B; CORPORATION is insolvent or in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or;there is reliable evidence that CORPORATION is unable to complete the Program as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VII, either CITY or CORPORATION may suspend or terminate this Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued. C. In the event that this Contract is terminated, CORPORATON may be required to return funds to the CITY. 8 D. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records,payroll, minutes of meetings, correspondence and all other data pertaining to Grant made to CORPORATION pursuant to this Contract. IX. PROGRAM INCOME Income generated by the Program, is considered Program Income. CORPORATION will annually report all program income generated by activities carried out with Grant funds made available under this Contract. By way of further limitations, CORPORATION may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balance on hand. All unused program income shall be returned to the CITY at the end of the Contract period. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant, employee, partnership,joint venture or association between CORPORATION and CITY, CORPORATION, including its officers, employees,agents or independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY CITY is entering into this Contract based on the experience, skill, and ability to perform of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are of particular concern to the CITY in view of the CITY's interest in providing services to lower income persons and the CITY's reliance on the unique qualifications of the CORPORATION. Consequently,this Contract may not be assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY.None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third parties without the prior written approval of CITY,which the CITY may withhold in its sole discretion. Copies of all third party contracts shall be submitted to CITY at least ten (10) days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or subcontract, CORPORATION shall remain fully liable for all obligations and requirements under this Contract including the performance and any liabilities attaching to the assignees' actions or omissions. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the Program pursuant to this Contract or their immediate families which may be obtained through application forms, interviews,tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information will be divulged only as necessary for purposes related to the performance or 9 evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities under this Contract, including those furnishing services under the Program through approved subcontracts. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E, "Basic Insurance and Bond Requirements for Non-Profit Contracts", CORPORATION will indemnify and hold harmless the CITY, its employees,agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION's Program to comply with applicable laws, ordinances, codes, regulations and decrees. XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the Program or this Contract. XV. NON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990;The Rehabilitation Act of 1973 (Sections 503 and 504);California fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color,national origin, ancestry, religion, sex/gender, sexual orientation, mental disability,physical disability, medical condition,political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization,promotion, layoff, rates of pay or other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age,race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability,physical disability, medical condition,political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the Grant funds disbursed for this program. XVI. AMENDMENTS 10 Other than the amendment related to a second year renewal option as stated in Section III. above, amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such amendments, and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto, Amendments will not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its obligations under this Contract. XVIL INTEGRATED DOCUMENT This Contract contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer, agent or employee of CITY prior to execution of this Contract shall affect or modify any of the terms of obligations contained in any documents comprising this Contract. XVIII.MISCELLANEOUS A. Captions. The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, be held to explain,modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. B. Discretion Retained By CITY. CITY's execution of this Contract in no way limits the discretion of the CITY in the permit and approval process in connection with the Program. C. Exhibits. All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit A (Program Description),Exhibit B (Program Work Plan), Exhibit C (Proposed Implementation Time Schedule), Exhibit D (Program Budget), Exhibit E(Basic Insurance and Bond Requirements for Non-Profit Contracts). D. Interpretation, Each party to this Contract has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the Contract. This Contract shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties have read and reviewed this Contract and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party(including but not limited to Civil Code Section 1654 as may be amended from time to time, or any other state law, or common law principle) shall not apply to the interpretation of this Contract. E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract. F. Choice of Law and Venue. This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County. 11 G. Parties Bound. Except as otherwise limited herein,the provisions of this Contract shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators,legal representatives,successors,and assigns. H. Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms of this Contract,the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party. I. Severability. If any Term of this Contract is held by a court of competent jurisdiction to be invalid,void or unenforceable,the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation,voiding or unenforceability, J. Authorization. The persons signing below are duly authorized to execute this Contract. K. Multiple Originals, Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. [Signatures on following page.] 12 IN WITNESS WI4EREOF,the parties have executed this Contract the day and year above written. CORPORATION: CITY: CITY OF CUPERTINO,a municipal corporation By: 1196011thm director By: 4047 ,9, IOyAWpX C1 r Ann Marquart A rti Shrivastava Executive Director Assistant City Manager APPROVED AS TO FORM ATTEST: Ra-r do ITS oXI" � Date Grace Sc midt Date City Att rney , 4 City Clerk 13 EXHIBIT A PROGRAM DESCRIPTION FY 2018-19 Agency Name: DUNS: Project Sentinel Executive Director: Project Manager: Project # (For Office Use Ann Marquart Elizabeth Guzman Only) 265-72-711 600-623 Street Address: City: State: Zip Code: 1490 El Camino Real CA 95050 Telephone number: Fax Number: Manager E-mail 888-324-7468 1 a uzman housin .or Name of Project/Program: Fair Housing & Tenant-Landlord Counseling& Dispute Resolution Services Project/Program Location: 1490 El Camino Real Santa Clara CA 95050 Program Description: In recognizing that housing is a fundamental human need,this proposal strives to improve housing conditions for renters, with a focus on low income households. Project Sentinel proposes to continue providing neutral, confidential counseling and dispute resolution services to Cupertino tenants and landlords covering the full rental process. Services include: responding to inquiries about the respective party's housing rights and responsibilities; providing follow-up information and materials and a review of available options for problem solving. Agency staff will review rental applications,rental agreements, leases and codes of conduct. The service promotes empowerment, conciliation and mediation as dispute resolution options where the parties voluntarily agree to participate. To combat illegal housing discrimination and ensure civil rights protection,Project Sentinel provides comprehensive fair housing services of complaint investigation, consultation, information and referral, and community outreach and education. Fair housing investigations that reveal evidence of illegal discrimination are addressed through education, conciliation, and referral to HUD or DFEH filings, or litigation. Investigative work efforts include paired testing, surveys,witness interviews, and document review. Testers will be recruited from those who live or work in Cupertino. Community education services are conducted by both the tenant-landlord counseling/dispute resolution service and the fair housing service and include the publication of Rent Watch, our housing advice column,the distribution of multi-lingual literature,radio public service announcements,public presentations, workshops and the use of social media. Public presentations promote awareness of the services targeting social service providers and their clientele. Project Sentinel believes that by educating front line direct service providers they will learn how to recognize housing problems appropriate for referral to Project Sentinel.Presentations will be 14 made to social service organizations located in Cupertino or with a client base which includes Cupertino residents. Multi-lingual educational material will be distributed to public sites throughout Cupertino and will be available to download from Project Sentinel's website. (Please see attached samples of brochures). One to two workshops will be provided annually on fair housing and tenant-landlord rights and responsibilities, At the City of Cupertino's discretion, one of those workshops could be a First Time Homebuyer workshop conducted in coordination with city staff. Both housing counseling/dispute resolution and fair housing services will be available by telephone, internet,email, and in-person walk-ins, in both English and Spanish, with translation- interpretation available in other languages. In-person services will be provided at the agency's Santa Clara Office. 15 EXHIBIT B PROGRAM WORK PLAN FY 2018-19 AGENCY NAME: Project Sentinel PROGRAM NAME: Fair Housing & Tenant-Landlord Counseling &Dispute Resolution Services Objectives Benchmarks for Each Quarter 1st 2nd 3rd 4th TOTAL Information and Referral Calls (Total calls for FH and TLL) 25 25 25 25 100 Case Management(Total cases for FH and TLL) 8 9 9 9 35 Households Counseled (part of case rnana ement) 8 9 9 9 35 Outreach: Public Presentation, tabling, collaborations s (Fair 0 2 2 1 5 Housing and TLL) Outreach: Distribution of FH and TLL literature (# of pcs of 50 50 50 50 200 flyers} Conflict resolution training for Cupertino residents and social 0 1 1 0Ll service providers 16 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2018-19 AGENCY NAME: Project Sentinel PROGRAM NAME: Fair Housing & Tenant-Landlord Counseling & Dispute Resolution Services Activity Number&Description: Activity Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun 1. 2. 17 EXHIBIT D PROGRAM BUDGET FY 2018-19 AGENCY NAME: Project Sentinel PROGRAM NAME: Fair Housing& Tenant-Landlord Counseling & Dispute Resolution Services Proposed Program Expenses FY 2018-19 Salaries/Benefits/Payroll/Taxes $34,344 Office Supplies $200 Communication $1,189 Publications/Printing/Advertising $200 Travel $200 Rent/Lease/Mortgage $0 Utilities Insurance $0 Equipment Rental/Maintenance $1,000 Audit/Legal/Professional Services (for CDBG portion only) Direct Services (Funding forspecific service such as a meal, ride) Contracted Services Other $5,867 Total Ex enses $43,000.00 18 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NONPROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of BMR AHF funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the Term of this Contract, or as may be further required herein,the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI. Program COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. 19 C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate- $2,000,000 C. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit-$1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50%of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/aggregate to be maintained for two (2) years following acceptance of the work by the City. C. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability, e. Independent Contractors' (Protective) liability. f Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the Iimits of liability. 20 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability.Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. 21 b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. C. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000)per occurrence/event. C. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. 22 However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing, C. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect, 23