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22-068 Rise Housing Solutions, Inc. a Corporation for BMR Program Administrator
BMR Program Administrator Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Rise Housing Solutions, Inc. (“Contractor”), a Corporation for BMR Program Administrator, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2026 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2026. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $1,147,206.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit B, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending BMR Program Administrator Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. BMR Program Administrator Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records BMR Program Administrator Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in makin g the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in BMR Program Administrator Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. BMR Program Administrator Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Kerri Heusler as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Matt Warner as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of BMR Program Administrator Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this BMR Program Administrator Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Kerri Heusler Email: KerriH@cupertino.org To Contractor: Rise Housing Solutions, Inc. 1990 N. California Blvd., Suite 20-1074 Walnut Creek, CA 94596 Attention: Matt Warner Email: matt@risehousing.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Matthew Warner President May 23, 2022 Dianne Thompson (she/her) Assistant City Manager May 23, 2022 BMR Program Administrator Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen May 23, 2022 City of Cupertino Request for Qualifications – Below Market Rate Housing Program Administration February 28, 2022 Table of Contents A.MATERIALS 1.Application - Exhibit A 2.Narrative 3.Implementation Plan 4.Schedule of Fees B.ENTITY 1.Identification of the Consultant Staff 2.Intended Role of Staff C.EXPERIENCE 1.Housing Programs Administered 2.Role of Agency and Staff 3.Program Successes and Challenges 4.Example of Past Program Costs 5.References February 28, 2022 Kerri Huesler, Housing Manager City of Cupertino Community Development Department 10300 Torre Avenue Cupertino, CA 95014 RE: Request for Qualifications to provide Below Market Rate Program Administration Dear Ms. Huesler, On behalf of Rise Housing Solutions, I am pleased to submit the enclosed response to the City of Cupertino’s Request for Qualifications. Our staff is uniquely positioned to continue to provide professional BMR Program administrative services to the City of Cupertino and its residents. Our staff has significant relevant experience, established best practices, and a wealth of knowledge regarding the unique questions and challenges that arise every day when managing BMR programs. We would be thrilled to have the opportunity to continue to support the City of Cupertino in achieving its affordable housing goals and objectives. As is further described in the enclosed response, Rise Housing Solutions has significant experience with: •Program design, program evaluation, and policy recommendations. •Management of BMR homeownership and rental programs; •Compliance monitoring of deed-restricted BMR portfolios; •Performance of the marketing, sale and lease-up of inclusionary BMR homes; •Financial underwriting of BMR program applicants; •BMR document preparation and escrow coordination; •Refinances, pay-offs, and reconveyance; •Foreclosure prevention and BMR preservation; •Lender and realtor education and engagement; and •Clear, timely, and dependable communications with our cities and BMR participants. Many thanks for your consideration. Please feel free to call me at (415) 301-5412 with any questions. Sincerely, Matt Warner President, Rise Housing Solutions A. MATERIALS 1.Application – Exhibit A 5 EXHIBIT A City of Cupertino BMR Program Administration Proposal Application Organization Name Address Organization Contact / Title Telephone # Email Title of Program Total Annual Cost of Program BMR Units Currently Administered Jurisdiction(s) served? Signature of Authorized Official: _______________________________________ Date: __________________ Rise Housing Solutions 1990 N. California Blvd, Suite 20-1074 Walnut Creek, CA 94596 Matt Warner, President (415) 301-5412 matt@risehousing.com 2/28/22 Cupertino, Daly City, Novato, Sonoma, Truckee 532 BMR Ownership Units & 700 BMR Rental Units Year 1: $265,556, Year 2: $279,734, Year 3: $293,913, Year 4: $308,003 BMR Program Administration 2. Narrative Rise Housing Solutions (RHS), an affordable housing program management and consulting practice, is uniquely positioned, as the current Cupertino BMR Program Administrator, to meet the needs of the City of Cupertino as described in its Request for Qualifications without an interruption in services. Rise Housing Solutions, was founded in 2021 as a spin-off of Hello Housing, to partner with local jurisdictions and companies to advance their affordable and workforce housing goals through equitable BMR program design and management. Experienced staff, internal policies and procedures, and communication and data management technology make it possible for RHS to ensure the City of Cupertino fulfills its obligations to its vast portfolio of 263 BMR ownership and rental units within a context of limited city resources. RHS currently provides an array of administrative services for homeownership and rental programs for four jurisdictions, providing active management of nearly 532 deed restricted BMR homes and 700 BMR rental homes. RHS uses a task-based, fee-for-service model that will give the City of Cupertino the transparency necessary to support a consulting engagement based on accountability and performance. Exhibit A a.Ongoing BMR administration. RHS will field all program inquiries, maintain current web pages, advertise the BMR program, provide paper applications upon request, maintain a waitlist of qualified buyers and renters, and maintain a preferred BMR lender and realtor list, which have approved program documents. RHS will meet with the City to summarize program activity on a weekly basis. As needed, RHS will offer translation services in Cantonese, Mandarin, and Spanish. At the request of the City, RHS will calculate BMR prices for new BMR for-sale projects, suggest modifications to the program and assist City staff on program-related matters. RHS will maintain relationships with at least two local homebuyer counseling agencies and direct prospective homebuyers to these organizations for pre-purchase counseling. b.Annual compliance monitoring of BMR ownership portfolio. RHS will annually send up to three letters to BMR homeowners and borrowers requesting verification of occupancy and any other program compliance requirements. RHS will review the liens recorded on title to identify any new liens or title transfers that are unpermitted. Upon completion of annual monitoring and compliance, RHS will provide the city with a monitoring report summarizing the findings and listing detailed information regarding non-responders or non-compliant responders. All monitoring results will also be tracked in our Salesforce database. Should owners be non-responsive or out of compliance and the City is prepared to take action, RHS can provide enforcement services. c.Annual compliance monitoring of BMR rental portfolio. RHS will coordinate with BMR rental property managers to obtain rent rolls for rent-restricted tenants, including names of all adults on the lease, addresses, lease dates, and rent amounts. RHS will annually email a re-certification link, where tenants can upload applications and a list of required supporting documents used to verify household income; paper applications will be made available upon request. RHS will follow up with tenants for missing documents up to three times. RHS will underwrite each tenant for income, program eligibility, and affordable rent levels. RHS will then send a report with its compliance findings to the City and to the property managers. RHS will work with property managers directly for any required rent adjustments or to terminate a tenant’s program participation if they no longer qualify or are non-responsive. d.Process the resale of BMR homes. RHS will prepare marketing materials and advertise homes to the top-ranking members on the current waitlist appropriate for the home. RHS will work closely with the listing agent to perform a site inspection, review all pest and inspection reports to determine any repairs needed before listing the home for sale. RHS will calculate the restricted resale price in accordance with the City’s agreements and create an online application portal where the selected waitlist members can upload a list of required supporting documents used to verify household income, assets, and preference point verification, paper application will be made available upon request. RHS Exhibit A 3. Implementation Plan The following represents Rise Housing Solutions, implementation plan which would commence immediately upon the execution of a contract. will hold a pre-application workshop to discuss program terms and processes before submitting applications. The listing agent will be responsible for holding at least two open houses, one during the evening on a weekday and the other on the weekend. Education about program requirements, a responsibility matrix, and a sales timeline will be provided to listing and buyer’s agents. RHS will review applications in lottery ranking order for completeness, verification of preference points, and program eligibility. A complete file will then be sent to the City along with an income calculator, a detailed checklist, and our recommendation for approval. Once the City approves the file, we will begin collecting the required information from escrow and the lender that is needed to complete the City documents, including restrictions, notes, DOTs, and escrow instructions. RHS will create the BMR documents and route them to the City with instructions for signature and notarization. RHS will track escrow, ensuring the conforming loan is secured, a timely close is met, and the City receives copies of recorded documents. Once complete, these files become part of our ongoing monitoring portfolio. Finally, RHS will send an optional exit survey to the BMR owner leaving the program to track its impact, including equity gained and the type of housing they are moving into (e.g., rental, affordable, or market-rate ownership). e.Process refinances of BMR homes. RHS will provide a restricted value letter, Refinance Application, and Refinance Checklist to the owners and lenders and will answer all questions from owners and lenders, including providing information on acceptable first loan products for a refinance and set timeline expectations for both lenders and owners. RHS will coordinate with the title company and first lender to access a preliminary title report and loan terms to review and confirm that the refinance meets program guidelines. Once our review is complete and the request is approved, RHS will prepare the subordination agreement, escrow instructions, and all other required City documents and route for signature. Lastly, we will follow up with the title company upon the close of escrow and the status of the City’s receipt of copies of recorded documents. f.Rental Housing Services. RHS will provide updated income guidelines to all property managers of the BMR program annually. RHS will manage the entire rental process, including advertising the BMR rental program, as necessary, and verification of program eligibility of all new tenants through an online BMR rental application (paper application will be made available upon request) and thorough review of the financial documentation required as part of the rental application. g.Ongoing Waitlist Management RHS will market and open the ownership and rental waitlist annually from October 1st to October 31st. New waitlist applicants and existing waitlist members will be required to submit a waitlist application each year. All preference points will be verified when a vacancy is offered to the waitlisted applicant, along with household stated income and assets. RHS will organize the waitlists in preference point order, perform a lottery for new applicants with the same preference point categories while honoring existing waitlist positions and notify all waitlist members of their position upon completion. RHS will reach out to each existing waitlist applicant up to three times via email and telephone before removing them from the waitlist, which will be fully documented. RHS will employ solid internal controls in its management of the waitlist. h.Conduct informational workshops. RHS will conduct an annual workshop to inform the general public about BMR opportunities, answer questions, and capture attendee information before opening the ownership and rental waitlist in October. 4. Schedule of Fees Rise Housing Solutions’ philosophy of pricing is that a task-based, fee-for-service model is in the best interest of the City and the Consultant and results in a well-managed consulting arrangement that stands the test of time. The fee-for-service model ensures that Rise Housing Solutions is only paid for actual work performed. This structure incentivizes RHS staff to timely complete all work in the contract and creates a feedback loop to the President through budget-to-actual reports. This model also provides the City with a high level of transparency on work performed and protects the City against the risk of paying flat fees during slow times or regardless of performance. Monthly invoices will reference the specific task and rate as described in the contract and, if appropriate, will reference the property address. This level of detail allows City staff to quickly answer questions regarding the work performed with the cost of services when contract renewals are considered. Any work performed outside the scope of the requested services will be charged at an hourly rate provided. RHS has taken over BMR administration from consultants who charged a flat monthly fee in several jurisdictions. Our opinion is that this fee structure contributed to a lack of accountability and transparency, making it difficult for the City to know what work had been performed. Please find Rise Housing Solutions’ proposed pricing for the requested services on the following page. Exhibit B Proposed Pricing for the City of Cupertino Created by Rise Housing Solutions 2.28.22 Key Assumptions 2022-2023 2023-2024 2024-2025 2025-2026 BMR Ownership Homes in Portfolio 120 120 120 120 BMR Rental Homes in Portfolio 142 142 142 142 Estimated Number of Resales 2 2 2 2 BMR Homes Subject to Annual Monitoring 120 120 120 120 Estimated Number of Refinances 4 4 4 4 Estimated Number of BMR Rental Unit Turnover 15 15 15 15 Estimated Number of Eligibility Reviews to Fill a Vacant Unit 3 3 3 3 Workshops (Waitlist Orientation)1 1 1 1 Annual Escalator (a)7%7%7% Activities Notes 2022-2023 Rates 2023-2024 Rates 2024-2025 Rates 2025-2026 Rates Year 1 Year 2 Year 3 Year 4 ANNUAL FIXED FEES Field calls from City & public, maintain website, staff, reporting (b)$1,500 per month $1,605 per month $1,710 per month $1,815 per month 18,000$ 19,260$ 20,520$ 21,956$ BMR Ownership Annual Compliance Monitoring $195 per household $209 per household $222 per household $236 per household 23,400$ 25,038$ 26,676$ 28,314$ BMR Rental Re-certification $700 per household $749 per household $798 per household $847 per household 99,400$ 106,358$ 113,316$ 120,274$ Waitlist Update - Ownership $30000 per waitlist update $30000 per waitlist update $30000 per waitlist update $30000 per waitlist update 30,000$ 30,000$ 30,000$ 30,000$ Waitlist Update - Rental $30000 per waitlist update $30000 per waitlist update $30000 per waitlist update $30000 per waitlist update 30,000$ 30,000$ 30,000$ 30,000$ Annual Fixed Cost Subtotal 200,800$ 210,656$ 220,512$ 230,544$ ANNUAL VARIABLE FEES (VOLUME DEPENDENT) BMR Orientation Meeting/Workshops $1,150 per workshop $1,231 per workshop $1,311 per workshop $1,392 per workshop 1,150$ 1,231$ 1,311$ 1,403$ Management of Resales $7,000 per home $7,490 per home $7,980 per home $8,470 per home 14,000$ 14,980$ 15,960$ 16,940$ Management of Refinances $975 per transaction $1043 per transaction $1112 per transaction $1180 per transaction 3,900$ 4,173$ 4,446$ 4,446$ BMR Rental Eligibility Verification Upon Vacancy $700 per applicant $749 per applicant $798 per applicant $847 per applicant 31,500$ 33,705$ 35,910$ 38,115$ Allowance for Hourly (assumes Program Manager rates for pricing)(d)$130 per hour $139 per hour $148 per hour $157 per hour 1,560$ 1,669$ 1,778$ 1,888$ Variable Cost Subtotal 52,110$ 55,758$ 59,405$ 62,791$ TOTAL OWNERSHIP & RENTAL Annual Fixed Costs 200,800$ 210,656$ 220,512$ 230,544$ Projected Transactional Costs 52,110$ 55,758$ 59,405$ 62,791$ Total 252,910$ 266,414$ 279,917$ 293,336$ 5% contingency 12,646$ 13,320.69$ 13,995.87$ 14,666.79$ Contact Maximum 265,556$ 279,734$ 293,913$ 308,003$ Hourly Consulting Fees (for services outside base scope)2022-2023 Rates 2023-2024 Rates 2024-2025 Rates 2025-2026 Rates President $245 per hour $245 per hour $245 per hour $245 per hour Program Manager $130 per hour $137 per hour $148 per hour $157 per hour Program Associate $75 per hour $80 per hour $86 per hour $91 per hour Notes (d) This assumed 18 hours a year for services outside of base scope, including processing apeals and other matters at the request of City staff. Administration of Cupertino's BMR Programs (a) For muti-year contracts, Rise Housing builds in an annual escalator of 7%. (b) The fee covers staff time fielding questions from applicants, program participants, and the City, submitting reports, regularly updating website and marketing materials andcross-training of multiple staff to be versed in the program details. This fee will be charged on monthly pro-rata basis. (c ) The annual escalator will not apply to this activity. Rise Housing charged a total of $61,642 for Ownership and Rental Waitlist Updates in 2021 and Hello Housing charged $61,640 in 2020. (c) Exhibit B B.ENTITY 1.Identification of Consultant Staff The following staff members would be involved in the administration of this contract. Staff Person Name Phone Email President Matt Warner (415)301-5412 matt@risehousing.com BMR Program Manager Janina Navarro (415)601-8038 janina@risehousing.com Program Associate Cristen Garner (415) 301-5448 cristen@risehousing.com Rise Housing Solutions’ staff is committed to traveling to the Cities they serve at the request of the City on an as-needed basis to provide program education, host workshops, and attend meetings with the City, program participants, and other stakeholders. Rise Housing staff primarily will work out of the Rise Housing office in Walnut Creek. 2. Intended Role of Staff Rise Housing Solutions is comprised of a unique team of experts with backgrounds in program administration, policy and services. The staff committed to the day-to-day management City of Cupertino’s BMR program will be Matt Warner, President; Janina Navarro, Program Manager; and Cristen Garner, Program Associate. • President, Matt Warner will provide program oversight, make programmatic improvement recommendations, and assist with complex program efforts. Matt will also fill-in for Janina during times of absence. • Program Manager, Janina Navarro will be the primary point of contact and manager of the contract. Janina will be responsible for managing all aspects of the program, including submittal of reports to the City, regularly updating marketing content and website, management of sales, processing of subordination requests, management of compliance monitoring, eligibility screening, performing income qualification reviews, waitlist management, and will provide Spanish translations services to applicants, owners, and tenants. • Program Manager, Cristen Garner will support the program manager during high transaction volume, large data and mailing projects, compliance monitoring campaigns and fielding phone and email inquiries. Please see the section entitled “Staff Bios” below for detailed information regarding our staff experience. Partners The management of BMR programs engages citizens from diverse backgrounds and incomes in the complex process of buying or renting affordable housing in the Bay Area. This work demands a vigilant focus on administering programs that have been modified over time while bearing in mind the context of today’s market realities. To best serve our cities, RHS stays focused on its role as the City’s agent, protecting and preserving the City’s interests through our day-to-day administration of BMR programs. We estimate the market value of the City of Cupertino’s for-sale portfolio alone to be in excess of $100 million –worthy of diligent focus and oversight. The integrity of a BMR program depends, in part, on its participants – especially first-time homebuyers – having complete freedom to access information and services beyond what is provided by the City or RHS. A buyer’s ability to choose their own lender and the expectation that they learn about purchasing a home from multiple sources helps ensure they are fully informed about the responsibilities of purchasing their BMR home. RHS has partnered with experts in homebuyer counseling, mortgage lending, and brokerage services. Homebuyer Counseling RHS will refer aspiring homebuyers to, at a minimum, Project Sentinel and National Asian American Coalition for a HUD-approved counseling class. Offering multiple organizations that a buyer or owner can go to is advantageous due to the increase in frequency, locations, times, and different languages of offered classes. RHS will connect homeowners in need of pre-foreclosure counseling to Project Sentinel and Housing & Economic Rights Advocates (HERA) and will work vigorously to prevent this outcome from occurring. Mortgage Lending RHS has an existing network of mortgage lenders willing and able to lend on homes with deed restrictions. RHS will continually identify and foster relationships with local lenders to partner within the BMR program to ensure buyers have choices. RHS will ensure all deed restrictions are reviewed and approved by a bank’s underwriting department before referring a BMR applicant or owner to a loan officer. RHS already has a strong working relationship with several lenders, closing numerous BMR transactions in Cupertino, that we will continue to list as a resource to prospective applicants and program participants. Real Estate Broker Services RHS has existing relationships with realtors experienced with BMRs who have successfully closed real estate transactions for the City of Cupertino’s BMR program, a list of local real estate agents to represent BMR sellers and buyers at a reduced commission rate has been cultivated for owners and applicants upon request. RHS will be responsible for coordinating site inspections, identifying eligible buyers, drafting BMR documents, hosting buyer disclosure meetings, and coordinating escrow. The real estate agents will host open houses, draft the purchase and sales agreement and represent the seller and buyer in the transaction. A milestone timeline in a Cupertino BMR sale, including roles and responsibilities, will be provided to each agent as part of the education process. The Seller will bear real estate agent fees. Staff Bios Matt Warner, President In his role as President of Rise Housing Solutions, Matt: •Is responsible for all facets of the organization’s performance; •Oversees all financing relations ensuring funding requirements and needs are being met; •Leads new business development for the organization; •Represents the organization in public forums; •Provides training, oversight, and direction to the Rise Housing team on all programs serves; •Leads all program design initiatives; •Oversees the marketing and sale of inclusionary BMR units for market-rate developers, including marketing plan creation, launching online campaigns, hosting program workshops, and lottery drawings; •Provides direction and recommendations to jurisdictions creating or updating their BMR programs; •Serves as the relationship manager for all contracts served; •Provides oversight and best practice recommendation of the pricing of new BMR sales to ensure long lasting program success; and •Oversees ensuring the program is sufficiently resourced as additional contracts are secured; and Matt brings over a decade of program design and management experience with deed-restricted affordable homeownership, affordable rental, down payment assistance loan, foreclosure recovery, home rehabilitation, and inclusionary housing programs. Prior to founding Rise Housing Solutions, Matt served as Program Director for Hello Housing for nine years, where he co-designed a $50M bond-funded down payment assistance program, led a team in the management of 12 affordable housing programs in eight cities across the Bay Area, including the oversight of more than 2,000 BMR ownership and rental housing units. Prior to joining Hello Housing, Matt also worked for HomeBricks, Inc., an affiliate of BRIDGE Housing, managing BMR housing programs, down payment assistance loans, marketing of inclusionary housing campaigns, NSP programs, and BMR housing portfolio management and monitoring for developments totaling over 250 units. Matt also managed the marketing and sale process for several large developers’ inclusionary BMR units in San Francisco and Dublin, and the marketing sales process for several NSP developers in Contra Costa and Alameda Counties. Matt earned a Bachelor’s Degree in Economics from San Diego State University. Janina Navarro, Program Manager In her role as Program Manager for Rise Housing Solutions, Janina: •Manages the re-sale of BMR homes for the City of Cupertino BMR programs, including preparing marketing material, applicant selection, and underwriting; •Holds educational workshops for current and prospective buyers to educate new and existing program guidelines and processes; •Manages BMR rental and ownership compliance monitoring efforts; •Processes refinance and subordination requests for BMR ownership in accordance with program guidelines; •Serves as the primary contact for all Realtors, lenders, and homeowners to educate about the sales and lending process, as well as the deed restrictions on the BMR homes in Cupertino; •Assists in the marketing and sale of inclusionary BMR homes on behalf of market-rate developers; and •Communicates with Spanish speaking members of the community in which RHS works •Performs application underwriting Prior to joining Rise Housing Solutions, Janina worked at Hello Housing as a Program Manager serving as the primary contact for the City of Cupertino’s BMR program, as well as the Town of Los Gatos BMP program and assisting with the City of Novato BMR program. There, Janina implemented streamlined processes across the organization which aided increasing program capacity. Prior to her work at Hello Housing, Janina served as Project Manager for GLIDE Community Housing for several years where she oversaw two City-funded RAD Phase II Rehabilitation projects totaling 240 units for previously homeless and low-income single adults. Janina assisted in advancing San Francisco’s local funding to aid the development of income-based units in the tenderloin. There Janina found her passion for social justice, equitable housing, and community advocacy. Janina also served as a Resident Services Coordinator for Mission Housing Development Corporation where she was the primary contact for four developments stabilizing and preserving housing for over 750 households. Cristen Garner, Program Associate In her role as Program Associate, Cristen: •Provides support the Program Managers with their daily workload; •Performs application underwriting; •Assists with Rise Housing Solutions’ large database projects; and •Assist with fielding inquiries. Prior to her work at Rise Housing Solutions, Cristen worked in the insurance industry for over 30 years in various roles, but most recently has an underwriter. C.EXPERIENCE 1.Housing Programs Administered Rise Housing Solutions has developed unique expertise in all facets of affordable homeownership and rental programs. Matt Warner, President of Rise Housing, spent over a decade at Hello Housing leading a team in the design and management of affordable housing programs on behalf of local jurisdictions in the Bay Area. In the process, accumulating lessons learned and industry best- practices. In early 2021, Hello Housing’s board of directors made the decision to cease all BMR program stewardship services. In response, Matt formed Rise Housing Solutions to fill the critical need of professional BMR program management services to our region. Rise Housing assumed the Cupertino BMR administration contract and executed a new agreement with the City of Novato to continue to provide the services outlined below. RHS quickly engaged Hello Housing’s assigned Cupertino BMR Program Manager, Janina Navarro, to help run the program ensuring a smooth transition in service. Rise Housing is continuing to grow in staff and jurisdictions served since its inception in April 2021. Rise Housing Solutions’ activities to-date include: •City of Cupertino: Managing the City’s BMR portfolio of ownership and rental housing (121 ownership and 142 rental homes). Rise Housing Solutions processes and underwrites the BMR applications, creates closing documents, coordinates escrow, and performs ongoing compliance monitoring and re-certification activities. In addition, Rise Housing Solutions facilitates the marketing, sale, and rental of all BMR homes, including pricing, listing agent coordination, and buyer qualification. •City of Novato: Managing the City’s BMR portfolio of ownership and rental housing (411 ownership and 558 rental homes). Rise Housing Solutions conducts workshops, reviews refinances for compliance, processes subordination requests, creates closing docs, performs buy-backs of all homes at risk of foreclosure, provides compliance monitoring activities, performs property audits, facilitates all resales, and provides ongoing recommendations to City staff regarding policy improvements. •City of Sonoma: Developing the City’s BMR program guidelines and project management workflows, provide BMR portfolio organization and management, and provide ongoing recommendations and resale calculations to City staff on transactions in process. •City of Daly City: Consulting with Daly City to develop and refine BMR Program Guidelines, administer refinance requests, provide restricted resale values, calculate pricing for new BMR units, and field complex program inquiries. •City Ventures: Managing the sale of City Ventures’ 15 inclusionary BMR homes in Novato. Rise Housing Solutions created and implemented the marketing plan, held informational workshops, performed buyer qualifications, conducted lotteries, and facilitated close of escrow. • Landsea Homes: Managing the sale of Landsea Homes’ 16 inclusionary BMR homes in Novato. Rise Housing Solutions created and implemented the marketing plan, held informational workshops, perform buyer qualifications, conduct lotteries, create closing documents, and facilitate close of escrow. • Meta: Managing a 22-unit Workforce Housing Pilot Program, at 777 Hamilton, including program marketing, underwriting income qualification, and ongoing compliance monitoring. • Town of Truckee: Developing the Town’s new BMR program by creating program guidelines, provide program management workflows, and scope of work for a third-party administrator. Programs and Activities that Rise Housing Solutions’ key staff managed at Hello Housing: • City of Alameda: Managed the City’s BMR portfolio (98 homes) and down payment assistance loan programs. Processed and underwrote loan application, creates closing documents, coordinated escrow, and performed ongoing compliance monitoring activities. In addition, facilitated the marketing and sale of all BMR homes, including pricing, listing agent coordination, and buyer qualification. • City of Concord: Managed the City’s BMR portfolio (16 homes) and First Time Homebuyer Program. Processed and underwrote applications, created closing documents, coordinated escrow and performs ongoing monitoring of the City’s portfolio of FTHB loans and BMR loans (42 loans). In addition, facilitated the resale of all BMR homes. • City of Livermore: Managed the City BMR (102 homes) and down payment assistance loan portfolio (81 loans). Facilitated the sales of all new inclusionary homes, resale of existing BMR homes, issues new loans, and processes refinance requests. • City of Pleasanton: Managed the City BMR portfolio (116 homes). Facilitated the sales of all new units, resale of existing BMR homes, performed compliance monitoring, and processed refinance requests. • Town of Los Gatos: Managed the Town’s BMP portfolio of ownership and rental housing (50 ownership and 119 rental homes). Processed and underwrote the BMP applications, created closing documents, coordinated escrow, and performed ongoing compliance monitoring activities. In addition, facilitated the marketing, sale and rental of all BMP homes, including pricing, listing agent coordination, and buyer qualification. 2. Role of the Firm and Staff Rise Housing Solutions, in response to requests from local governments, has established an organizational culture and delivery model that allows us to be nimble and to respond quickly to the needs of our clients and partners. We assign a Program Manager to each City who serves as the primary point of contact for the City and program participants. The Program Manager is responsible for fully digesting all program guidelines and documents, and managing all aspects of the BMR program. The Program Manager is supported by a Program Associate. The President provides programmatic direction and works with Program Managers to address potential problem areas in the program. Rise Housing Solutions has found success in managing four BMR programs remotely, traveling to cities on an as-needed basis. 3. Program Successes and Challenges Addressing BMR Resale Restriction Compliance A challenge often faced and overlooked with deed-restricted programs is BMR homeowners whose households have grown or have had a significant change in income since first acquiring the deed- restricted property and are no longer owner-occupying their BMR units. Rise Housing Solutions has developed a process for professional enforcement of owner-occupancy that has proven successful in multiple jurisdictions. For example, during the annual compliance monitoring it was found that two Cupertino BMR homeowners own additional properties to their BMR homes in neighboring cities. After an investigation led by Rise Housing Solutions, it was found that neither of the homeowners are occupying their BMR units; which is in direct violation of the resale restrictions they signed upon initially purchasing their homes. Both homeowners were served notices of violation of their recorded deed restrictions. One home was successfully sold to an eligible member of the Cupertino waitlist who lives and works for a public agency in Cupertino. The other has agreed to sell their home and we are anticipating marketing their home shortly. By performing the annual monitoring and performing diligent follow-up investigations, Rise Housing Solutions is able to ensure the Cupertino’s valuable affordable housing inventory continues to serve its intended residents. Preserving BMRs at Risk of Loss to Foreclosure Taxpayers invested millions into two affordable homeownership developments in the City of Novato. Like many BMR projects that were developed in the early 2000s, property values dropped below the original BMR sales price after the crash, leaving many BMR owners underwater. Combined with the financial hardships of the recession, these developments were not immune to the foreclosure crisis. To make it even more challenging, after the dissolution of redevelopment agencies, Notices of Default and Notices of Trustee’s Sales were being mailed to defunct addresses, preventing the City Novato from having sufficient time to act. In collaboration with the City of Novato, Rise Housing staff developed a “buy-back feasibility tool” which guides the team in preserving a BMR unit that would otherwise be lost to foreclosure. For example, Rise Housing staff learned on a Friday afternoon about a BMR unit scheduled for trustee’s sale the following Wednesday. Staff was able gather the necessary data to present a financial analysis and recommended maximum bid price for City approval. Rise Housing’s President attended the auction, educating other bidders that if they were to buy the home, they would be subject to the City’s affordability restrictions. This allowed the City of Novato to buy the home at the opening bid price, which was below the restricted price, leaving room for some rehab and resale costs. The former owner was relocated, minor rehab work was performed on the unit, and the home was sold to an eligible buyer at an affordable price at the AMI level of the original buyer with the resale restriction intact. Due to the discounted auction price, the City of Novato is preserving the affordability of the home while collecting sales proceeds to help fund its ongoing BMR program administration. To- date, Rise Housing staff has preserved seven BMR homes by purchasing through auction purchased, resulting in enough program revenue to pay for BMR administration services for the two years. 4. Example of Past Program Costs Our Schedule of Fees includes volume based on our experience administering the City of Cupertino BMR Program. Below you will find past program costs for administering the BMR Programs in Cupertino. Other programs under Rise Housing management have unique pricing based on volume and scope of services based on their portfolio, restrictions and processes, and the costs are not a good benchmark for comparison for cost of services provided in Cupertino. Year of Service Annual Program Costs FY 2019/2020 $251,136 FY 2020/2021 $244,980 FY 2021/2022* $255,194 *based on actual billing from July 1, 2021 – February 28, 2022 + estimate through March 1 – June 30, 2022. 5. Consultant References City of Novato Vicki Parker, Community & Economic Development Director vparker@novato.org (415) 899-8938 City of Daly City Lenelle Suliguin, Housing Coordinator Lsuliguin@dalycity.org (650) 991-8256 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 03/15/2022 Bliss Sequoia Insurance P.O. Box 826 Salem OR 97308 Samantha Cox (503) 364-5401 (503) 364-5406 sam@blissinsurance.com Rise Housing Solutions, Inc. 1990 N California Blvd Suite 20 PMB 1074 Walnut Creek CA 94596 Berkley Human Services Twin City Fire 29459 22-23 A Y Y HSS8530308-12 04/30/2022 04/30/2023 1,000,000 500,000 20,000 1,000,000 3,000,000 3,000,000 A Y HSS8530308-12 04/30/2022 04/30/2023 1,000,000 A HSS8530308-12 05/06/2022 04/30/2023 1,000,000 1,000,000 B Y 52WECAL3CHM 04/14/2022 04/14/2023 1,000,000 1,000,000 1,000,000 A Professional Liability HSS8530308-12 04/30/2022 04/30/2023 Aggregate 2,000,000 Each Occurrence 1,000,000 30 Days Notice of Cancellation City of Cupertino, and members of the City Council, and their officers, agents and employes of the City of Cupertino, individually and collectively are named Additional Insured with respects to the work performed by the named insured and with regards to the written agreement. Coverage is Primary & Non-Contributory. Waiver of Subrogation Applies. City of Cupertino Community Development Dept 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY COMMERCIAL GENERAL LIABILITY CG 83 91 12 19 CG 83 91 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY. GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Throughout this endorsement, the The following is only a summary of the additional coverages provided by this endorsement and is provided only for your reference and convenience. For the Limits of Insurance and the additional coverages provided by this endorsement, read the provisions on the following pages and the Coverage Form, which this endorsement modifies. SUBJECTS OF INSURANCE Broadened Bodily Injury Broadened Personal and Advertising Injury Broadened Property Damage Broadened Fire, Lightning, Explosion, and Sprinkler Leakage - $500,000 Broadened Medical Payments - $20,000 Broadened Supplementary Benefits a. Bail Bonds - $1,000 b. Expenses Incurred to Assist in Defense - $500 per Day Broadened Newly Acquired or Formed Organization Broadened Non-Owned or Chartered Watercraft or Aircraft Broadened Commercial General Liability Conditions a. Duties in the Event of Occurrence, Offense, Claim, or Suit b. Liberalization Automatic Coverage If We Adopt Broader Coverages c. Notice to Company Automatic Additional Insureds a. Athletic Activity Participants b. Contractual Obligations c. Funding Sources d. Manager or Lessor of Premises e. f. Supervisors or Higher in Rank Co-Employee Exclusion Removed g. Limitations Blanket Waiver of Subrogation Priority of Application for Multiple Insureds The coverages listed in this endorsement are provided as extensions or additions to your insurance program. Page 2 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission CG 83 91 12 19 A. BROADENED BODILY INJURY Paragraph 3. of Section V Definitions is deleted and replaced with the following: 3. injury, sickness, or disease sustained by a person, including death resulting sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. B. BROADENED PERSONAL AND ADVERTISING INJURY 1. Paragraph 14. of Section V - Definitions is deleted and replaced with the following: 14. more of the following offenses during the policy period. a. False arrest, detention, or imprisonment; b. Malicious prosecution or abuse of process; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies by or on behalf of its owner, landlord, or lessor; d. Oral, written, televised, videotaped, or electronic publication of material that slanders or libels a person or organization, e. of privacy; f. Misappropriation of advertising ideas or style of doing business; g. Infringement of copyright, title, or slogan; or h. Mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.g. above. 2. Exclusions 2.b. and 2.c. under Coverage B - Personal and Advertising Injury Liability are deleted and replaced with the following: b. Material Published with Knowledge of Falsity publication of material, if done by or at the direction of the insured with knowledge of its falsity; c. Material Published Prior to Policy Period publication of material whose first publication took place before the beginning of the policy period; C. BROADENED PROPERTY DAMAGE Exclusion 2.a. under Coverage A - Bodily Injury and Property Damage Liability is deleted and replaced with the following: a. Expected Or Intended Injury persons or property. D. BROADENED FIRE, LIGHTNING, EXPLOSION AND SPRINKLER LEAKAGE 1. Paragraph 6. under Section III - Limits Of Insurance is deleted and replaced with the following: 6. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under a. Any one premises while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner; and b. Personal property of others in your care, custody, or control, while at premises rented to you or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner, arising out of any one fire, lightning, explosion, or sprinkler leakage occurrence. CG 83 91 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 3 of 8 The Damage to Premises Rented to You Limit is the greater of: c. $500,000; or d. The amount shown in the Declarations for Damage to Premises Rented to You Limit. 2. Paragraph 2. Exclusions of Coverage A - Bodily Injury and Property Damage Liability is amended as follows: Paragraphs c. through n., do not apply to damage by fire, lightning, explosion, or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance . 3. Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is amended as follows: Paragraph b.(1)(a)(ii) is deleted and replaced with the following: (ii) That is Fire, Lightning, Explosion, or Sprinkler Leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; or 4. Paragraph 9.a. under Section V - Definitions is deleted and replaced with the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an 5. This Broadened Coverage is subject to all the terms of Section III - Limits Of Insurance. 6. This Broadened Coverage does not apply if Fire Damage Liability of COVERAGE A (SECTION I) is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part. E. BROADENED MEDICAL PAYMENTS 1. The following provision is added to Paragraph 2. of Section III - Limits Of Insurance: The Medical Expense Limit shall be the greater of: a. $20,000; or b. The amount shown in the Declarations for Medical Expense Limit. 2. This Medical Expense Limit is subject to all the terms of Section III - Limits Of Insurance. 3. This above Medical Expense Limit does not apply if Coverage C - Medical Payments is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part. F. BROADENED SUPPLEMENTARY PAYMENTS Paragraphs 1.b. and 1.d. under Supplementary Payments - Coverages A and B are deleted and replaced with the following: b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense G. BROADENED NEWLY ACQUIRED OR FORMED ORGANIZATION Paragraph 3.a under Section II - Who Is An Insured is deleted and replaced by the following: a. Coverage under this provision is afforded only until the 120 th day after you acquire or form the organization or the end of the policy period, whichever is earlier. H. BROADENED NON-OWNED OR CHARTERED WATERCRAFT OR AIRCRAFT Exclusion 2.g. under Coverage A - Bodily Injury and Property Damage Liability is deleted and replaced by the following: g. rustment to Page 4 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission CG 83 91 12 19 This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; (3) owned by or rented, or loaned to you or the insured; (4) (5) f the equipment listed in Paragraph f. (2) or f. (3) of Section V - Definitions, Paragraph 12 (6) An aircraft you do not own that is: (a) Hired, chartered, or loaned with a crew; and (b) Not owned in whole or in part by any insured. (7) This insurance does not apply, under Paragraph g.(1) and g.(2) above, if the insured has any other provision, whether the other insurance is primary, excess, contingent, or on any other basis. (8) This insurance is excess, under Paragraph g.(6) above, over any other insurance, whether the other insurance is primary, excess, contingent or on any other basis. I. BROADENED COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Paragraph 2. Duties in The Event Of Occurrence, Offense, Claims Or Suit under Section IV - Commercial General Liability Conditions is amended to add the following provision: e. Your obligation to notify us as soon as practicable of an 2.a. 2.a., 2.b., and 2.c above, is satisfied if you insurance managers, or legal representatives becomes aware of, or should have become aware of, 2. The following provisions are added to Section IV - Commercial General Liability Conditions : 10. Liberalization If we adopt any revision that would broaden the coverage under this coverage part without additional premium within 30 days prior to or during the policy period, the broadened coverage will immediately apply to this coverage part. 11. Notice To Company If y ion of the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition, if you notify us as soon as practicable when you become aware J. AUTOMATIC COVERAGE FOR SPECIAL EVENTS 1. You a conduct during the term of this policy. 2. Section V - Definitions is amended to add the following paragraph: 23. a. The purpose of which is to raise funds for you; or b. CG 83 91 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 5 of 8 c. Which you, or an individual or organization with whom you have entered into a contract or agreement, organize, promote, administer, sponsor, or conduct for the purposes described in Paragraphs a. or b. above; and d. Which takes place on premises owned by you, or on premises while rented or leased to you or to that organization described in Paragraph c. above. K. AUTOMATIC ADDITIONAL INSURED(S) The following provisions are added to Section II - Who Is An Insured: 4. Automatic Additional Insured(s) a. Additional Insureds - Athletic Activity Participants (1) This policy is amended to include as an insured any person(s) [hereinafter called Additional Insured(s)] representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: (a) Coverage C - Medical Payments. (b) (i) A co- athletic activities that you sponsor; or (ii) You, or any partner or member, (if you are a partnership or joint venture), or any member (if you are a limited liability company); or (c) or control of, or over which physical control is being exercised for any purpose by: (i) A co- (ii) You, or any partner or member, (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Additional Insured - Contractual Obligations (1) This policy is amended to include as an insured any person or organization (hereinafter called an insured, subject to all of the following provisions: (a) Coverage is limited to liability arising out of: (1) Your ongoing operations performed for such Additional Insured; or (2) (3) The maintenance, operation or use by you of equipment leased to you by such Additional Insured; or (4) A permit issued to you by a state or political subdivision. (b) (i) Which took place before the execution of, or subsequent to the completion or expiration of, (ii) Which takes place after you cease to be a tenant in that premises. (c) With respect to architects, failure to render any professional services by or for you including: (i) The preparing, approving, or failing to approve or prepare maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (ii) Supervisory, inspection, or engineering services. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. Page 6 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission CG 83 91 12 19 (e) In the event that you are engaged in the manufacture or assembly of any goods or products for the benefit or at the direction of another party, pursuant to a contract or agreement with that party, this paragraph (e). does not extend coverage to that party as an Additional Insured. Coverage for such a party will be extended only by a specific endorsement issued by us and naming such party. c. Additional Insured - Funding Sources (1) This policy is amended to include as an insured any Funding Source (hereinafter called Additional Insured) which requires you in a written contract to name such Additional Insured but only with to the extent set forth as follows: (a) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this policy and subject to all the terms, conditions and exclusions for this policy. The Limits of Insurance applicable to the Additional Insured are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (b) The coverage provided to the Additional Insured is not greater than that customarily provided by the policy forms specified in and required by the contract. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. d. Additional Insured - Manager or Lessor of Premises (1) This policy is amended to include as an insured any person or organization (hereinafter called Additional Insured) from whom you lease or rent your premises and which requires you to add such person or organization as an Additional Insured in this policy under: (a) A written contract; or (b) An oral agreement or contract where a Certificate of Insurance has been issued showing that person or organization as an Additional Insured; but only if the written or oral agreement is an (a) Currently in effect or to become effective during the term of this policy; and (b) (2) With respect to the insurance afforded the Additional Insured identified in Paragraph d.(1) immediately above, the following additional provisions apply: (a) This insurance applies only to liability arising out of the ownership, maintenance, or use of that portion of the premises leased to you; (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this policy and subject to all this Insurance applicable to the Additional Insured are inclusive of, not in addition to, the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Part be increased by such contract or agreement. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (3) This insurance does not apply to: (a) covered by this endorsement; or CG 83 91 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 7 of 8 (b) Structural alterations, new construction, or demolition operations performed by or on behalf of the Additional Insured. e. Additional Insured - (1) This policy is amended to include as an insured any person or organization (hereinafter called is held, sponsored or conducted by you, or on your behalf, under: (a) A written contract; or (b) An oral agreement or contract where a Certificate of Insurance has been issued showing that person or organization as an Additional Insured; but only if the written or oral agreement is an (i) Currently in effect or to become effective during the term of this policy; and (ii) (2) With respect to the insurance afforded the Additional Insured identified in Paragraph e. (1) of this endorsement, the following additional provisions apply: (a) This insurance applies only to liability arising out of the use of that portion of the premises while (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the contract or agreement pertaining to the use of the premises or in the Declarations for this Insurance applicable to the Additional Insured are inclusive of, not in addition to, the Limits of Insurance shown in the Declarations. (c) In no event shall the coverage or Limits of Insurance in this Coverage Form be increased by such contract or agreement. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (3) This insurance does not apply to: (a) occupant in the premises covered by this endorsement; or (b) attributable to the owner, manager, operator, or lessor f. Additional Insured - Supervisors or Higher in Rank (1) Additional Insured), designated as supervisor or higher in rank, who are authorized by you to exercise direct or only for acts within the scope of their employment by you or while performing duties related to the in rank, is an insured for: (a) (i) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (ii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph (a)(i) above; or (iii) Arising out of his or her providing or failing to provide professional health care services. (b) (i) To a co- (ii) To the spouse, child, parent, brother or sister of that co- Paragraph (b)(i) above; or Page 8 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission CG 83 91 12 19 (iii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (b)(i) or (b)(ii) above. (c) (i) Owned, occupied or used by; or (ii) Rented to, in the care, custody, or control of, or over which physical control is being you are a partnership or joint venture), or any member (if you are a limited liability company). g. Additional Insured - LIMITATIONS (1) The persons, entities, or organizations to which coverage is extended under Paragraphs a. (Athletic Activity Participants), b. (Contractual Obligations), c. (Funding Sources), d. (Managers or Lessors of Premises), and e. are Additional Insureds, but only: (a) (b) liability. (2) If an endorsement is attached to this policy and specifically names a person or organization as an Additional Insured, then the coverage extended under this paragraph 4. AUTOMATIC ADDITIONAL INSURED(S) does not apply to that person, entity, or organization. (3) The following is added to Section V - Definitions: 24. limitation, punitive damages, da (4) All other terms and conditions of this Coverage Part which are not inconsistent with this Paragraph h. apply to coverage extended to the above referenced Additional Insureds REGARDLESS OF WHETHER OR NOT A COPY OF THIS COVERAGE PART AND/OR ITS ENDORSEMENTS ARE DELIVERED TO AN ADDITIONAL INSURED. L. BLANKET WAIVER OF SUBROGATION Paragraph 8. under Section IV - Commercial General Liability Conditions is deleted and replaced with the following: 8. Transfer of Rights Of Recovery Against Others To Us And Blanket Waiver Of Subrogation a. If an insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our b. or organization because of payments we make for injury or damage arising out of your ongoing - M. PRIORITY OF APPLICATION FOR MULTIPLE INSUREDS Section III - Limits Of Insurance is amended to add the following paragraph: 8. we will apply the Limits of Insurance in the following order: a. You; b. c. Any other insureds in any order that we choose. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:04/15/21 Policy Expiration Date:04/14/22 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:52 WEC AL3CHM Endorsement Number: Effective Date:04/14/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Rise Housing Solutions, Inc 1990 N CALIFORNIA BLVD SUITE WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Issuing Company:Berkley Regional Insurance Company IL 12 01 11 85 POLICY CHANGES_IL 12 01_11/85 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Copyright, ISO Commercial Risk Services, Inc., 1983 Page 1 of 1 POLICY CHANGES Policy No.:HHS 8530308 -12 Policy Change Number:1 NAMED INSURED AND ADDRESS AGENCY NAME AND ADDRESS 80654 Rise Housing Solutions, Inc. 1990 N California Blvd, STE 20, PMB 1074 Walnut Creek,CA 94596 (503)364-5401 BH INSURANCE DBA: BLISS SEQUOIA INSURANCE PO Box 826 SALEM,OR 97308 POLICY CHANGES EFFECTIVE May 6, 2022 ADDITIONAL Amount Due For Endorsement $986.00 ADJUSTED Annual Premium/Fees $4,647.00 COVERAGE PARTS AFFECTED Coverage Additional / Return Commercial Auto $.00 Commercial Auto Total $.00 Umbrella/Excess $986.00 Umbrella/Excess Total $986.00 General Liability $.00 General Liability Total $.00 Total $986.00 Changes The following limits have hereby been amended to reflect: General Liability Each Occurance Limit: $1,000,000 General Aggregate Limit: $3,000,000 Prod/Comp Ops Aggregate Limit: $3,000,000 The following Coverage has hereby been added Excess Each Occurance Limit: $1,000,000 General Aggregate Limit: $1,000,000 POLICY NUMBER:HHS 8530308 -12 IL 09 85 01 15 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT_IL 09 85_01/15 IL 09 85 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT.THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium (Certified Acts) $4.00 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Coverage Form(s) and/or Policy(s): Coverage Forms other than Commercial Auto, Crime Coverages, and Farm Multi-Peril Coverages Additional information, if any, concerning the terrorism premium: The premium shown above is subject to change if the policy or any portion of it is subject to premium audit or if changes are made to the policy during its term. When coverage for certified acts of terrorism has been rejected under a policy subject to Standard Fire Policy statutes, the premium shown above applies only to direct loss or damage by fire to covered property. SCHEDULE - PART II Federal share of terrorism losses: 85%Year: 2015 Federal share of terrorism losses: 84%Year: 2016 Federal share of terrorism losses: 83%Year: 2017 Federal share of terrorism losses: 82%Year: 2018 Federal share of terrorism losses: 81%Year: 2019 Federal share of terrorism losses: 80%Year: 2020 (Refer to Paragraph B. in this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act,we are required to provide you with a notice disclosing the portion of your premium,if any,attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2015 IL 09 85 01 15 B.Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government,Department of the Treasury,will pay a share of terrorism losses insured under the federal program.The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations)of that portion of the amount of such insured losses that exceeds the applicable insurer retention.However,if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar Year the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C.Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act,we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. COMMERCIAL EXCESS CX DS 83 00 06 15 COMMERCIAL EXCESS LIABILITY DECLARATIONS_CX DS 83 00_06/15 CX DS 83 00 06 15 Includes material copyrighted by Insurance Services Office, Inc., with its permission Page 1 of 2 COMMERCIAL EXCESS LIABILITY DECLARATIONS Issuing Company:Berkley Regional Insurance Company POLICY NO.:HHS 8530308 -12 Previous Policy Number: HHS 8530308-11 Item 1.INSURED and MAILING ADDRESS:AGENCY: Rise Housing Solutions, Inc. 1990 N California Blvd, STE 20, PMB 1074 Walnut Creek,CA 94596 80654 (503)364-5401 BH INSURANCE DBA: BLISS SEQUOIA INSURANCE PO Box 826 SALEM,OR 97308 Item 2.POLICY PERIOD: From:05/02/2022 To:04/30/2023 12:01 A.M. Standard time at Mailing Address indicated above. Item 3.DESCRIPTION OF SERVICES PROVIDED BY THE INSURED:Social Services Agency Item 4.COVERAGE:IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. Item 5.LIMITS OF INSURANCE:$1,000,000 Each Occurrence $1,000,000 Aggregate Item 6.SCHEDULE OF UNDERLYING INSURANCE: COMMERCIAL GENERAL LIABILITY £Claims-Made T Occurrence Company:Berkley Regional Insurance Company Policy Number:HHS-8530308 Policy Period:04/30/2022 -04/30/2023 General Aggregate Limit (Other Than Products Completed Operations)$3,000,000 Products - Completed Operations Aggregate Limit $3,000,000 Personal Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (Any One Fire)$100,000 PROFESSIONAL (E&O) LIABILITY £Claims-Made T Occurrence Company:Berkley Regional Insurance Company Policy Number:HHS-8530308 Policy Period:04/30/2022 -04/30/2023 Errors or Omissions (Each Claim)$1,000,000 Errors or Omissions (Aggregate)$2,000,000 Item 7.ENDORSEMENTS ATTACHED TO THIS POLICY: See attached "Schedule of Forms and Endorsements" Policy No.:HHS 8530308 -12 Page 2 of 2 Includes material copyrighted by Insurance Services Office, Inc., with its permission CX DS 83 00 06 15 Item 8.MINIMUM RETENTION:0 Item 9.PREMIUM $1,002.00 Date Authorized Representative COMMERCIAL EXCESS LIABILITY CL CX FS 01 09 08 SCHEDULE OF FORMS AND ENDORSEMENTS_CL CX FS 01_09/08 CL CX FS 01 09 08 Page 1 of 1 Policy Number:HHS 8530308 -12 SCHEDULE OF FORMS AND ENDORSEMENTS The following Declarations, Coverage Forms, Conditions, and Endorsements are applicable to: Commercial Excess Number Edition Description CX DS 83 00 06-2015 Commercial Excess Liability Declarations CL CX FS 01 09-2008 Schedule of Forms and Endorsements CX 02 26 09-2012 California Changes - Cancellation and Nonrenewal CX 83 03 12-2014 Changes - Damage to Premises Rented to You CX 83 07 12-2014 Professional Services Limitation CX 83 08 12-2014 Commercial Excess Liability Coverage Form CX 83 17 07-2018 Cyber Suite Coverage Form Exclusion CX 21 01 09-2008 Nuclear Energy Liability Exclusion Endorsement CX 21 17 04-2013 Exclusion - Communicable Disease CX 21 31 01-2015 Exclusion of Other Acts of Terrorism Committed Outside the United States; Cap on Losses from Certified Acts of Terrorism CX PN 83 09 12-2014 Excess Liability Policy Notice COMMERCIAL EXCESS LIABILITY CX 02 26 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CX 02 26 09 12 © Insurance Services Office, Inc., 2012 Page 1 of 2 CALIFORNIA CHANGES – CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART A. Paragraphs 5.b. and 5.c. of the Cancellation provisions of Section III – Conditions are replaced by the following: b. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: (1) 10 days before the effective date of cancellation if we cancel for: (a) Nonpayment of premium; or (b) Discovery of fraud by: (i) Any insured or his or her representative in obtaining this insurance; or (ii) You or your representative in pursuing a claim under this policy. (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. All Policies In Effect For More Than 60 Days (1) If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (a) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (b) Discovery of fraud or material misrepresentation by: (i) Any insured or his or her representative in obtaining this insurance; or (ii) You or your representative in pursuing a claim under this policy. (c) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (d) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (e) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (f) A determination by the Commissioner of Insurance that the: (i) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or <!-Bookmark:CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL_CX 02 26_09/12:EndBoomark-!> Page 2 of 2 © Insurance Services Office, Inc., 2012 CX 02 26 09 12 (ii) Continuation of the policy coverage would: i. Place us in violation of California law or the laws of the state where we are domiciled; or ii. Threaten our solvency. (g) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. (h) A material change in limits, type or scope of coverage, or exclusions in one or more of the underlying policies. (i) Cancellation or nonrenewal of one or more of the underlying policies where such policies are not replaced without lapse. (j) A reduction in financial rating or grade of one or more insurers, insuring one or more underlying policies based on an evaluation obtained from a recognized financial rating organization. (2) We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (a) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (b) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph c.(1). B. Paragraph 13. When We Do Not Renew of Section III – Conditions is replaced by the following: Nonrenewal 1. If we elect not to renew this policy, we 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 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. We are 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 us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph B.1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are 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 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph B.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. COMMERCIAL EXCESS CX 83 03 12 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CX 83 03 12 14 Includes Copyrighted material of Insurance Services Office, Inc. used with its permission. Page 1 of 1 CHANGES – DAMAGE TO PREMISES RENTED TO YOU This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages: 2. Exclusions This insurance does not apply to: Damage to premises rented to you. <!-Bookmark:CHANGES - DAMAGE TO PREMISES RENTED TO YOU_CX 83 03_12/14:EndBoomark-!> COMMERCIAL EXCESS CX 83 07 12 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CX 83 07 12 14 Includes copyrighted material of the Insurance Services Office, Inc. used with its permission Page 1 of 1 . PROFESSIONAL SERVICES LIMITATION This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages: 2. Exclusions Insurance provided under this Coverage Part does not apply to "injury or damage" due to the rendering of or failure to render any professional service except as otherwise provided by the “controlling underlying insurance”. <!-Bookmark:PROFESSIONAL SERVICES LIMITATION_CX 83 07_12/14:EndBoomark-!> COMMERCIAL EXCESS CX 83 08 12 14 COMMERCIAL EXCESS LIABILITY COVERAGE FORM_CX 83 08_12/14 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. CX 83 08 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 COMMERCIAL EXCESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under the "controlling underlying insurance". Other words and phrases that appear in quotation marks in this Coverage Part have special meaning. Refer to Section IV - Definitions. Other words and phrases that are not defined under this Coverage Part but defined in the "controlling underlying insurance" will have the meaning described in the policy of "controlling underlying insurance". The insurance provided under this Coverage Part will follow the same provisions, exclusions and limitations that are contained in the applicable "controlling underlying insurance", unless otherwise directed by this insurance. To the extent such provisions differ or conflict, the provisions of this Coverage Part will apply. However, the coverage provided under this Coverage Part will not be broader than that provided by the applicable "controlling underlying insurance". There may be more than one "controlling underlying insurance" listed in the Declarations and provisions in those policies conflict, and which are not superseded by the provisions of this Coverage Part. In such a case, the provisions, exclusions and limitations of the "controlling underlying insurance" applicable to the particular "event" for which a claim is made or suit is brought will apply. SECTION I - COVERAGES 1.Insuring Agreement a.We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" because of "injury or damage" to which insurance provided under this Coverage Part applies. We will have the right and duty to defend the insured against any suit seeking damages for such "injury or damage" when the applicable limits of "controlling underlying insurance" have been exhausted in accordance with the provisions of such "controlling underlying insurance". When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other suit seeking damages for "injury or damage". However, we will have no duty to defend the insured against any suit seeking damages for which insurance under this policy does not apply. At our discretion, we may investigate any "event" that may involve this insurance and settle any resultant claim or suit, for which we have the duty to defend. But: (1)The amount we will pay for "ultimate net loss" is limited as described in Section II - Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of defense expenses, judgments or settlements under this Coverage Part. b.This insurance applies to "injury or damage" that is subject to an applicable "retained limit". If any other limit, such as, a sublimit, is specified in the "controlling underlying insurance", this insurance does not apply to "injury or damage" arising out of that exposure unless that limit is specified in the Declarations under the Schedule of "controlling underlying insurance". c.If the "controlling underlying insurance" requires, for a particular claim, that the "injury or damage" occur during its policy period in order for that coverage to apply, then this insurance will only apply to that "injury or damage" if it occurs during the policy period of this Coverage Part. If the "controlling underlying insurance" requires that the "event" causing the particular "injury or damage" takes place during its policy period in order for that coverage to apply, then this Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CX 83 08 12 14 insurance will apply to the claim only if the "event" causing that "injury or damage" takes place during the policy period of this Coverage Part. d.Any additional insured under any policy of "controlling underlying insurance" will automatically be an additional insured under this insurance. If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance required by the contract, less any amounts payable by any "controlling underlying insurance". Additional insured coverage provided by this insurance will not be broader than coverage provided by the "controlling underlying insurance". 2.Exclusions The following exclusions, and any other exclusions added by endorsement, apply to this Coverage Part. In addition, the exclusions applicable to any "controlling underlying insurance" apply to this insurance unless superseded by the following exclusions, or superseded by any other exclusions added by endorsement to this Coverage Part. Insurance provided under this Coverage Part does not apply to: a.Medical Payments Medical payments coverage or expenses that are provided without regard to fault, whether or not provided by the applicable "controlling underlying insurance". b.Auto Any loss, cost or expense payable under or resulting from any of the following auto coverages: (1)First-party physical damage coverage; (2)No-fault coverage; (3)Personal injury protection or auto medical payments coverage; or (4)Uninsured or underinsured motorists coverage. c.Pollution (1)"Injury or damage"which would not have occurred, in whole or in part, but for the actual, alleged or threatened discharge,dispersal, seepage, migration, release or escape of pollutants at any time. (2)Any loss, cost or expense arising out of any: (a)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants; or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, pollutants. This exclusion does not apply to the extent that valid "controlling underlying insurance" for the pollution liability risks described above exists or would have existed but for the exhaustion of underlying limits for "injury or damage". d.Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. SECTION II - LIMITS OF INSURANCE 1.The Limits of Insurance shown in the Declarations, and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or suits brought, or number of vehicles involved; c.Persons or organizations making claims or bringing suits; or d.Limits available under any "controlling underlying insurance". 2.The Limits of Insurance of this Coverage Part will apply as follows: a.This insurance only applies in excess of the "retained limit". b.The Aggregate Limit is the most we will pay for the sum of all "ultimate net loss", for all "injury or damage" covered under this Coverage Part. c.Subject to Paragraph 2.b. above, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss" under this insurance because of all "injury or damage" arising out of any one "event". 3.If any "controlling underlying insurance" has a policy period that is different from the policy period of this Coverage Part then, for the CX 83 08 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 purposes of this insurance, the "retained limit" will only be reduced or exhausted by payments made for "injury or damage" covered under this insurance. The Aggregate Limit of this Coverage Part applies separately to each consecutive annual period of this Coverage Part and to any remaining period of this Coverage Part of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION III - CONDITIONS The following conditions apply. In addition, the conditions applicable to any "controlling underlying insurance" are also applicable to the coverage provided under this insurance unless superseded by the following conditions. 1.Appeals If the "controlling underlying insurer" or insured elects not to appeal a judgment in excess of the amount of the "retained limit", we may do so at our own expense. We will also pay for taxable court costs, pre- and postjudgment interest and disbursements associated with such appeal. In no event will this provision increase our liability beyond the applicable Limits of Insurance described in Section II - Limits Of Insurance. 2.Bankruptcy a.Bankruptcy Of Insured Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. b.Bankruptcy Of Controlling Underlying Insurer Bankruptcy or insolvency of the "controlling underlying insurer" will not relieve us of our obligations under this Coverage Part. However, insurance provided under this Coverage Part will not replace any "controlling underlying insurance" in the event of bankruptcy or insolvency of the "controlling underlying insurer". The insurance provided under this Coverage Part will apply as if the "controlling underlying insurance" were in full effect and recoverable. 3.Duties In The Event Of An Event, Claim Or Suit a.You must see to it that we are notified as soon as practicable of an "event", regardless of the amount, which may result in a claim under this insurance. To the extent possible, notice should include: (1)How, when and where the "event" took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any "injury or damage" arising out of the "event". b.If a claim is made or suit is brought against any insured, you must: (1)Immediately record the specifics of the claim or suit and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written notice of the claim or suit as soon as practicable. c.You and any other insured involved must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the suit; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of "injury or damage" to which this insurance may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 4.First Named Insured Duties The first Named Insured is the person or organization first named in the Declarations and is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other Named Insureds for giving and receiving of notice of cancellation or the receipt of any return premium that may become payable. At our request, the first Named Insured will furnish us, as soon as practicable, with a complete copy of any "controlling underlying insurance" and any subsequently issued endorsements or policies which may in any way affect the insurance provided under this Coverage Part. Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CX 83 08 12 14 5.Cancellation a.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. b.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2)30 days before the effective date of cancellation if we cancel for any other reason. c.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. f.If notice is mailed, proof of mailing will be sufficient proof of notice. 6.Changes This Coverage Part contains all the agreements between you and us concerning the insurance afforded. The first Named Insured is authorized by all other insureds to make changes in the terms of this Coverage Part with our consent. This Coverage Part's terms can be amended or waived only by endorsement. 7.Maintenance Of/Changes To Controlling Underlying Insurance Any "controlling underlying insurance" must be maintained in full effect without reduction of coverage or limits except for the reduction of aggregate limits in accordance with the provisions of such "controlling underlying insurance" that results from "injury or damage" to which this insurance applies. Such exhaustion or reduction is not a failure to maintain "controlling underlying insurance". Failure to maintain "controlling underlying insurance" will not invalidate insurance provided under this Coverage Part, but insurance provided under this Coverage Part will apply as if the controlling underlying insurance" were in full effect. The first Named Insured must notify us in writing, as soon as practicable, if any "controlling underlying insurance" is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any "controlling underlying insurance" is changed. 8.Other Insurance a.This insurance is excess over, and shall not contribute with any of the other insurance, whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this Coverage Part. When this insurance is excess, if no other insurer defends, we may undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b.When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of the insurance provided under this Coverage Part; and (2)The total of all deductible and self- insured amounts under all that other insurance. 9.Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.If this policy is auditable, the premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premium is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c.The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 10.Loss Payable Liability under this Coverage Part does not apply to a given claim unless and until: a.The insured or insured's "controlling CX 83 08 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 underlying insurer" has become obligated to pay the "retained limit"; and b.The obligation of the insured to pay the "ultimate net loss" in excess of the "retained limit" has been determined by a final settlement or judgment or written agreement among the insured, claimant, "controlling underlying insurer" (or a representative of one or more of these) and us. 11.Legal Action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, "controlling underlying insurer" and the claimant or the claimant's legal representative. 12.Transfer Of Defense a.Defense Transferred To Us When the limits of "controlling underlying insurance" have been exhausted, in accordance with the provisions of "controlling underlying insurance", we may elect to have the defense transferred to us. We will cooperate in the transfer of control to us of any outstanding claims or suits seeking damages to which this insurance applies and which would have been covered by the "controlling underlying insurance" had the applicable limit not been exhausted. b.Defense Transferred By Us When our limits of insurance have been exhausted our duty to provide a defense will cease. We will cooperate in the transfer of control of defense to any insurer specifically written as excess over this Coverage Part of any outstanding claims or suits seeking damages to which this insurance applies and which would have been covered by the "controlling underlying insurance" had the applicable limit not been exhausted. In the event that there is no insurance written as excess over this Coverage Part, we will cooperate in the transfer of control to the insured and its designated representative. 13.When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION IV - DEFINITIONS The definitions applicable to any "controlling underlying insurance" also apply to this insurance. In addition, the following definitions apply. 1."Controlling underlying insurance" means any policy of insurance or self-insurance listed in the Declarations under the Schedule of "controlling underlying insurance". 2."Controlling underlying insurer" means any insurer who provides any policy of insurance listed in the Declarations under the Schedule of "controlling underlying insurance". 3.Defense expenses means payments allocated to a specific claim or suit we investigate, settle or defend, for its investigation, settlement or defense, including: a.Fees and salaries of attorneys and paralegals we retain, including attorneys and paralegals who are our employees. b.Fees of attorneys the insured retains when, by our mutual agreement or court order (or when required by administrative hearing or proceeding), the insured is given the right to retain defense counsel to defend against a claim or suit. c.All other litigation or administrative hearing expenses, including fees or expenses of expert witnesses hired either by us or by the defense attorney retained in accordance with b.above, by an insured to defend against a claim or suit. d.Reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of a claim or suit, including actual loss of earnings up to $250 a day because of time off from work. e.Costs taxed against the insured in the suit. f.Mediation, arbitration, other alternative dispute resolution expenses, and mock trial costs incurred as part of the settlement, attempted settlement or defense of a claim or suit. Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CX 83 08 12 14 g.Fees and expenses of independent adjusters we hire. "Defense expenses" does not include salaries and expenses of our employees or the insured employees, other than those described in paragraphs a. and d. above. 4."Event" means an occurrence, offense, accident, act, or other event, to which the applicable "controlling underlying insurance" applies. 5."Injury or damage" means any injury or damage, covered in the applicable "controlling underlying insurance" arising from an "event". 6."Retained limit" means the available limits of "controlling underlying insurance" applicable to the claim. 7."Ultimate net loss" means the total sum, after reduction for recoveries, or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of: a.Settlements, judgments, binding arbitration; or b.Other binding alternate dispute resolution proceeding entered into with our consent. "Ultimate net loss" also includes "defense expenses". COMMERCIAL EXCESS LIABILITY CX 83 17 07 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CX 83 17 07 18 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 1 CYBER SUITE COVERAGE FORM EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I - Coverages: Insurance provided under this Coverage Part does not apply to the coverage provided under the Cyber Suite Coverage Form as provided for under any “controlling underlying insurance”. <!-Bookmark:CYBER SUITE COVERAGE FORM EXCLUSION_CX 83 17_07/18:EndBoomark-!> COMMERCIAL EXCESS LIABILITY CX 21 01 09 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CX 21 01 09 08 © ISO Properties, Inc., 2007 Page 1 of 2 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions: 2. Exclusions NUCLEAR ENERGY LIABILITY a. Under any Liability Coverage, to "injury or damage": (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear En- ergy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nu- clear Insurance Association of Canada or any of their successors, or would be an in- sured under any such policy but for its ter- mination upon exhaustion of its limit of li- ability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the in- sured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. b. Under any Liability Coverage, to "injury or damage" resulting from "hazardous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an insured or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an insured; or (3) The "injury or damage" arises out of the furnishing by an insured of services, mate- rials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or posses- sions or Canada, this Exclusion (3) applies only to property damage to such "nuclear facility" and any property thereat. c. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "special nuclear material" or "by-product mate- rial". "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reac- tor". "Waste" means any waste material (a) contain- ing "by-product material" other than the tailings or wastes produced by the extraction or con- centration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear fa- cility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packaging "waste"; <!-Bookmark:NUCLEAR ENERGY EXCLUSION_CX 21 01_09/08:EndBoomark-!> Page 2 of 2 © ISO Properties, Inc., 2007 CX 21 01 09 08 (c) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is lo- cated consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, prem- ises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the fore- going is located, all operations conducted on such site and all premises used for such opera- tions. "Nuclear reactor" means any apparatus de- signed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. "Injury or damage" includes all forms of radio- active contamination of property. COMMERCIAL EXCESS LIABILITY CX 21 17 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CX 21 17 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 EXCLUSION – COMMUNICABLE DISEASE This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages: 2. Exclusions Insurance provided under this Coverage Part does not apply to: Communicable Disease "Injury or damage" arising out of the actual or alleged transmission of a communicable disease. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the: a. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a communicable disease; b. Testing for a communicable disease; c. Failure to prevent the spread of the disease; or d. Failure to report the disease to authorities. <!-Bookmark:EXCLUSION - COMMUNICABLE DISEASE_CX 21 17_04/13:EndBoomark-!> COMMERCIAL EXCESS LIABILITY CX 21 31 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CX 21 31 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES; CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART Any endorsement addressing acts of terrorism (however defined) in any "controlling underlying insurance" does not apply to this excess insurance. The following provisions addressing acts of terrorism apply with respect to this excess insurance: A. The following exclusion is added: This insurance does not apply to: TERRORISM "Injury or damage" arising, directly or indirectly, out of an "other act of terrorism" that is committed outside of the United States (including its territories and possessions and Puerto Rico), but within the coverage territory. However, this exclusion applies only when one or more of the following are attributed to such act: 1. The total of insured damage to all types of property exceeds $25,000,000 (valued in US dollars). In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2. Fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigurement; or c. Protracted loss of or impairment of the function of a bodily member or organ; or 3. The terrorism involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or 5. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, Paragraphs 1. and 2. describe the thresholds used to measure the magnitude of an incident of an "other act of terrorism" and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. B. The following definitions are added: 1. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; b. The act resulted in damage: (1) Within the United States (including its territories and possessions and Puerto Rico); or <!-Bookmark:EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE US CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM_CX 21 31_01/15:EndBoomark-!> Page 2 of 2 © Insurance Services Office, Inc., 2015 CX 21 31 01 15 (2) Outside of the United States in the case of: (a) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b) The premises of any United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 2. "Other act of terrorism" means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion, and the act is not a "certified act of terrorism". Multiple incidents of an "other act of terrorism" which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for "injury or damage" that is otherwise excluded under this Coverage Part. D. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. COMMERCIAL EXCESS CX PN 83 09 12 14 CX PN 83 09 12 14 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. Page 1 of 1 EXCESS LIABILITY POLICY NOTICE Your Excess Liability Policy is a following form, which means that the Excess Liability Policy usually provides the same coverage as your underlying General Liability or Commercial Auto Liability policy. The quoted price for Terrorism Insurance coverage in the attached Disclosure Form assumes that you will also be selecting the offer of Terrorism Coverage on your underlying policy. If you wish to select Terrorism coverage under this Excess Liability Policy and not under the underlying policy, please advise the Company and we will issue you a new offer and Disclosure Notice which includes the premium for Terrorism Coverage where there is no underlying coverage. <!-Bookmark:EXCESS LIABILITY POLICY NOTICE_CX PN 83 09_12/14:EndBoomark-!> BMR Program Administrator Final Audit Report 2022-05-23 Created:2022-05-23 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAh5U30CeeKAJDNEqyUeaH8MtlOrqlAou5 "BMR Program Administrator" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-05-23 - 5:28:06 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-05-23 - 5:30:21 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-05-23 - 6:15:37 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Matthew Warner (matt@risehousing.com) for signature 2022-05-23 - 6:15:39 PM GMT Email viewed by Matthew Warner (matt@risehousing.com) 2022-05-23 - 6:26:32 PM GMT- IP address: 98.51.134.224 Document e-signed by Matthew Warner (matt@risehousing.com) Signature Date: 2022-05-23 - 6:27:21 PM GMT - Time Source: server- IP address: 98.51.134.224 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2022-05-23 - 6:27:23 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2022-05-23 - 6:32:56 PM GMT- IP address: 104.47.73.126 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-05-23 - 6:33:11 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Dianne Thompson (she/her) (diannet@cupertino.org) for signature 2022-05-23 - 6:33:14 PM GMT Email viewed by Dianne Thompson (she/her) (diannet@cupertino.org) 2022-05-23 - 7:10:22 PM GMT- IP address: 104.28.123.180 Document e-signed by Dianne Thompson (she/her) (diannet@cupertino.org) Signature Date: 2022-05-23 - 7:28:39 PM GMT - Time Source: server- IP address: 99.179.16.200 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-05-23 - 7:28:41 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-05-23 - 7:45:47 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-05-23 - 7:46:20 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-05-23 - 7:46:20 PM GMT