TEMPORARY TRANSITIONAL HOUSING LICENSE
This TEMPORARY TRANSITIONAL HOUSING LICENSE ("Agreement") is entered into as of this ____ day of _______________, 2024 ("Effective Date") by and between the City of Emeryville, a California municipal corporation ("City"), and Bay Area Community Services, Inc , a California nonprofit corporation ("Licensee"). City and Licensee are sometimes hereinafter referred to individually as "Party" and collectively as the "Parties."
RECITALS
A. On October 30, 2018, the City Council adopted City Council Resolution No. 18- 156, declaring a shelter crisis pursuant to Government Code § 8698.2.
B. Pursuant to Government Code section 8698.2, the City may allow persons unable to obtain housing to occupy designated public facilities during the duration of the state of emergency.
C. The City owns real property commonly referred to as 4300 San Pablo Avenue, Emeryville, CA 94608, and is described in Exhibit A (the "Property"). The Property was previously used as a recreational center and is entitled for the construction of an intergenerational affordable housing project but is currently being used a women’s emergency shelter.
D. The City also owns real property commonly referred to as the City Hall Parking Lot, located behind City Hall at 1333 Park Avenue, Emeryville, CA, and is described in Exhibit B (the "City Hall Parking Lot"). The City Hall Parking Lot is subject to the Grant Reciprocal Easement dated June 14, 1999 between the Besler Building Owners Association, Inc, and the City of Emeryville Redevelopment Agency (predecessor-in-interest to the City), recorded as Document No. 99221283 in the Official Records of Alameda County.
E. On __________ __, 2024, the City Planning Commission adopted Resolution No.
UP24-_____, which approves a transitional housing program and office space to provide support services to individuals experiencing homelessness ("Project") at the Property, subject to certain conditions, and which finds that the Project is exempt from environmental review under the California Environmental Quality Act ("Project Approval").
F. Licensee is a Section 501(c)(3) nonprofit corporation offering emergency and transitional housing in Alameda County.
G. The City desires to provide emergency shelter and support services at the Property consistent with the Project Approval.
H. The City finds that Licensee is qualified to oversee the maintenance and operation of the Project, consistent with the Project Approval at the Property, and the public interest is served by entering into this Agreement.
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AGREEMENT
1. Incorporation of Recitals. The above recitals are true and correct and are hereby incorporated in this Agreement by reference.
2. Encroachment Permission.
a. Permission. City hereby provides to Licensee permission to encroach upon the Property, for the purpose of using the Property as described herein, subject to the limitations set forth herein and Licensee's fulfillment and ongoing compliance with the terms and conditions set forth herein.
b. Emergency. In the event of an emergency, if the City requires the use of the· Property or a portion thereof during the term of a License (see sections 3 and 7) to respond to an emergency, City shall provide Licensee such notice as reasonably possible for unplanned emergency City purposes, and Licensee thereafter shall not cause any unreasonable delay or interference with City's access to or use of the Property. Once the City no longer requires the use of the Property to respond to such emergency, the City shall allow Licensee to resume use of the Property as outlined herein. The terms governing the City's use of the Property in this Section 2(b) shall apply to the grant of licenses to Licensee.
3. Authorized Uses; Grant of Licenses. Licensee is hereby granted exclusive and non-revocable licenses to use the Property for the following purposes (which are individually referred to generically as "License", and collectively referred to as "Licenses"), along with their associated improvements, pursuant to the terms and conditions in this Agreement:
a. Parking License. Subject to the Grant Reciprocal Easement dated June 14, 1999 between the Besler Building Owners Association, Inc, and the City of Emeryville Redevelopment Agency (predecessor-in-interest to the City), recorded as Document No. 99221283 in the Official Records of Alameda County, which is incorporated by reference, use of four (4) parking spaces at the City Hall Parking Lot by Licensee's employees, agents, invitees or volunteers (collectively referred to as "Licensee Invitees") for parking of a personal vehicle of a Licensee Invitee. Use of such parking spaces are subject to availability of parking spaces, and Licensee Invitees shall not park in any space marked "Besler" at any time. Prior to any Licensee Invitee parking a vehicle at the City Hall Parking Lot pursuant to this License, Licensee shall provide the make, model and license plate number of the vehicle to be parked at the City Hall Parking Lot to the City’s Public Works Director.
b. Construction License. Uses and activities consistent with modifying the Property to make it habitable, and other activities required by the Project Approval or other permits issued related to the Project and undertaken by Licensee. c. Transitional Housing License. Uses and activities consistent with the operation and maintenance of the Project, subject to the Project Approval, and any other governmental permits related to the Project.
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4. Authorized Improvements.
a. Improvements. The improvements authorized to be installed on the Property pursuant to this Agreement related to the License shall include but not be limited to improvements to allow for habitability at the Property (the "Improvements"). The right of Licensee to install, maintain, and use the Improvements are subject to the following limitations:
b. Permits. Licensee obtaining all applicable permits, including an encroachment permit (if required by law in addition to the licenses and permissions granted by this Agreement), and payment of appropriate fees.
c. Maintenance. Licensee shall install and maintain, at its sole cost and expense, the Improvements in strict compliance with Project Approval, any permits and applicable law.
d. Alteration to Improvements. Licensee shall not alter, replace, or otherwise change the Improvements without consent from the City Manager and complying with the terms of the approved applicable permits, laws and regulations.
5. Consideration. Licensee shall pay City One Dollar ($1.00) per year, payable in advance on the Effective Date and each anniversary thereof.
6. No Conveyance of Interest in Property. Nothing in this Agreement shall be interpreted as, or otherwise be deemed to be, a transfer or conveyance of any interest in the Property whatsoever between the City and Licensee.
7. Term. This Agreement, and the Licenses granted hereunder, shall commence on the Effective Date and automatically terminate on April 30, 2025, unless the term is extended by the Parties in writing. The City Manager may extend the term for up to one year, provided such extension is consistent with the Project Approval, as they exist or may be amended. Sections 9, 14 and 16 survive termination of this Agreement.
8. Scope of Licenses; Conditions.
In addition to the other terms and conditions set forth herein, the Licenses provided for herein shall be subject to the following:
a. The Licenses shall include, and shall be limited to, the right and privilege of Licensee to use the Property and City Hall Parking Lot for the exercise of the purposes herein described.
b. For the Construction License and Transitional Housing License provided herein, a non- revocable, exclusive, non-transferrable (except as set forth in Sections 2.b and 11) right and privilege of Licensee and Licensee Invitees. For the Parking License provided herein is a revocable, non-exclusive, non-transferrable right and privilege of Licensee and Licensee Invitees.
c. Licensees' use and activities on the Property are in compliance with the Project Approval, permits and all other applicable laws and regulations.
Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27 d. All activities on the Property must be in compliance with the City's noise requirements, codified in Chapter 13 of Title 5 of the Emeryville Municipal Code. e. Licensee shall keep the Property in a clean, safe and orderly manner at all times at its sole cost and expense. This condition includes, but is not limited to, abating all graffiti within seventy-two (72) hours of Licensee receiving notice, maintaining the perimeter fencing in good working order at all times, and repairing any damage to the perimeter fencing within seventytwo (72) hours of notice of damage to the perimeter fencing. f. Licensee is responsible and will pay for all utilities and services furnished to, or used by it, including but not limited to, gas, electricity, water, telephone and internet service, sewer, and waste collection.
g. No hazardous materials shall be handled at any time on the Property. Should any discharge, leakage, spillage, emission or pollution of any type occur upon the Property due to Licensee's use and occupancy of the Property, then Licensee, at its sole cost, shall clean all affected property to the satisfaction of the City and any governmental body with jurisdiction. h. Any mechanic's liens filed against the Property on account of the work performed by Licensee hereunder shall be promptly cured by Licensee's payment thereof and the recording of applicable release of mechanic's Liens, or Licensee shall post a statutory mechanic's lien release bond in lieu thereof within ten (10) days after the filing of each such mechanic's lien. i. Licensee must post a disclaimer in a form approved by the City and in substantial compliance with Exhibit D hereto stating that any user of Licensee’s program or services may be required to move or relocate in the event of the termination of this License Agreement. The disclaimer must be posted permanently and prominently in an area that is accessible by the public.
9. Waiver and Release.
a. Licensee, in perpetuity, expressly waives, releases and relinquishes any and all claims, causes of action, rights and remedies Licensee may now or hereafter have against City, and its officials, officers, employees, and agents, whether known or unknown, with respect to liability for any damage, death or bodily injury arising from Licensee's use of the Property and City Hall Parking Lot unless such damage or loss is caused by the sole active negligence or willful misconduct of the City. As a material part of the City's decision to issue this Agreement, Licensee hereby assumes all risk of entering and using the Property and City Hall Parking Lot, and all risk of damage to the Improvements in, upon, or about the Property arising, from any cause attributable to City's exercising its rights hereunder, and Licensee hereby waives all claims in respect thereto against City, except if caused by the sole active negligence or willful misconduct of the City. b. Except if caused by the sole active negligence or willful misconduct of City, Licensee expressly waives, releases and relinquishes any and all claims, causes of action, rights and remedies Licensee may now or hereafter have against the City, and its officials, officers, employees, and agents, whether known or unknown, with respect to liability for revocation or termination of this Agreement and the Licenses granted hereunder by City (except to the extent Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27 caused by City's breach of this Agreement), including any and all right to claim, demand, or receive any further compensation for the offer which Licensee and/or any users of Licensee’s program or services may be eligible to receive under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 USC 4601, et seq.) and its regulations (49 CFR Part 24), the California Relocation Assistance Act (Government Code §7260, et seq.), the article 1, § 19 of the California Constitution, the California Eminent Domain Law (Code of Civil Procedure §1230.010, et seq.), and/or the California Code of Regulations, Title 25 or other applicable local, state, or federal statute, ordinance, regulation, rule, or decisional law (collectively the "Relocation Laws"), including, but not limited to, the fair market value of the Licenses; severance damages; loss of goodwill; loss of profits; , claims for unreasonable pre-condemnation activities or inverse condemnation; any other compensation; or any monetary and/or non-monetary benefits such as relocation advisory assistance, a business reestablishment payment, and assistance with costs to search for a replacement location for the business, and rent differential payments.
LICENSEE HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY."
BY INITIALING BELOW, LICENSEE HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
______________
LICENSEE’s Initials
The waivers and releases by Licensee contained herein shall survive the term of this Agreement and shall be binding upon the assignees, transferees, and successors in interest of Licensee.
10. No Transfer of Rights. This Agreement and the Licenses, and all rights and obligations of Licensee with respect thereto, under the terms and conditions hereof, are personal to Licensee, and shall not be assigned or transferred by Licensee to any third party, unless approved by the City in advance and in writing and in its sole discretion.
11. Default; Remedies.
a. Termination. The Agreement, and the Licenses provided hereunder, may be terminated upon any of the following events; provided that the City shall first provide Licensee with written notice of such event and a period of twenty 20) calendar days after such written notice Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27 to cure, or to commence and diligently proceed to cure in the case of events which by their nature require more time to cure ("Cure Period"):
i. If, during the License Terms, Licensee fails to observe or perform any of the covenants, obligations or provisions of this Agreement or the Project Approval, which termination shall be effective after expiration of the Cure Period upon ten (10) calendar days written notice by the City to Licensee of such termination; or ii. Upon any unapproved sale, lease, assignment or other transfer by Licensee, either directly or indirectly, of any of its interest in all or any portion of this Agreement, which termination shall be effective immediately upon any such sale, lease, assignment or transfer. iii. The City determines Licensee is out of compliance with this Agreement or Project Approval, which termination shall be effective after expiration of the Cure Period upon ten (10) calendar days written notice by the City to Licensee of such termination. iv. Licensee abandons the Project as contemplated by the Project Approval.
Abandonment shall be deemed to occur when Licensee either fails to occupy the Property or vacates it for more than fifteen (15) consecutive days. b. Effect of Termination. Upon any termination of this Agreement, for any reason, neither party shall have any rights or obligations hereunder, except as specifically provided for in this Agreement, and Licensee shall immediately discontinue using the Property. c. Other Remedies. In addition to any other remedies at law or equity, the City Manager may issue an administrative citation pursuant to Chapter 7 of Title 1 of the Emeryville Municipal Code if Licensee fails to comply with the Project Approval, permit or other applicable law or regulation.
12. Maintenance, Improvement of the Property. City shall have no obligation to maintain, repair, or improve the Property.
13. Recovery of Costs for Enforcement. The terms of this Agreement may be enforced by (a) City or its successors or assigns or (b) Licensee. In the event of any controversy, claim or dispute relating to this Agreement, or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees and costs.
14. Restoration of Property. Upon revocation or termination of the Agreement, upon written demand of City Manager and at Licensee's own cost and expense, Licensee shall abandon the use of the Improvements and remove the Improvements and restore the Property to the same condition in which it existed prior to the placing of the Improvements, reasonable wear and tear excepted. In no event shall Licensee have any claim against the City for any of the costs of constructing, maintaining or removing the Improvements. In the case that Licensee fails to restore the Property as provided herein within one-hundred-twenty (120) calendar days after the effective date of revocation or termination, City may proceed with such work at the expense of Licensee or may assume title and ownership of the Improvements and any other property of Licensee located on or within the Property. No revocation hereof shall release Licensee from any liability or Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27 obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Improvements are removed and the Property is restored as provided above.
15. Insurance. Prior to entering the Property or City Hall Parking Lot for any purpose, Licensee shall obtain and maintain, or cause to be maintained, in full force at Licensee's own expense, insurance as described in Exhibit C, attached hereto and incorporated by reference.
16. Indemnity. Licensee shall indemnify, defend (with counsel reasonably acceptable to City) and hold harmless City and its respective officers, representatives, agents and employees (the "City Parties") from and against any and all third party suits or actions at law or in equity, claims, liabilities, obligations, losses, damages, costs and expenses (including reasonable attorneys' fees), including, but not limited to, bodily injury, sickness, disease or death of any persons or damage to real or personal property, tangible or intangible (collectively "Claims") arising directly from the performance or failure to perform the provisions of this Agreement, use of the Property by or acts, omissions, negligence or willful misconduct of Licensee, its agents, employees, volunteers, contractors, or subcontractors under this Agreement. Licensee's indemnity obligations under this Section 16 shall not extend to Claims to the extent occasioned by the negligence or willful misconduct of City or City Parties. Licensee's indemnity obligations shall apply regardless of whether any insurance policies, or self-insurance maintained by the City has been determined to be applicable to such Claims, and regardless of whether or not City has prepared, supplied or approved of any specifications, drawings or plans for Improvements. This indemnification provision shall survive expiration or termination of this Agreement.
17. Prevailing Wage. Licensee is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require compliance with prevailing wage rates, registration of contractors, certified payroll record requirements, hours of work requirements, apprenticeship standards and the performance of other requirements on "public works" and "maintenance" projects. If the Improvement work or maintenance work is being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total cost of the Improvement work is $1,000 or more, Licensee agrees to fully comply with and to obligate its contractors and subcontractors to fully comply with such Prevailing Wage Laws, unless the work is otherwise exempt under applicable law. Licensee shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
18. Possessory Interest Tax. Pursuant to California Revenue and Taxation Code section 107.6, the property interest created by this Agreement may be subject to property taxation, and if created, Licensee shall be responsible for such tax, if levied.
19. No Discrimination. There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27 Code, in the use, occupancy, tenure, or enjoyment of the Property, nor shall Licensee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of Licensee Invitees at the Property.
20. Miscellaneous.
a. Amendments. The provisions of this Agreement may be amended by mutual written consent of both parties.
b. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
LICENSEE: Bay Area Community Service, Inc
390 40th Street
Oakland, CA 94609
Attention: Renee Tripp, Director of Finance
CITY: · City of Emeryville
1333 Park Avenue
Emeryville, CA 94608
Attn: Paul Buddenhagen, City Manager
With a separate copy to:
City of Emeryville
1333 Park Avenue
Emeryville, CA 94608
Attn: John Kennedy, City Attorney
Such notice shall be deemed made, if addressed to the party at its applicable address (1) when personally delivered, (2) forty-eight (48) hours after deposit in the U.S. Mail, first class, registered, certified and postage prepaid or (3) upon the date of delivery in person or by courier. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. Either party may change its address by written notice to the other in the manner set forth above.
c. Entire Understanding. This Agreement constitutes the entire understanding between the Parties, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein.
Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27 d. Invalidity. If any provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
e. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. f. Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Alameda, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Licensee expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.
g. Exhibits. All exhibits attached hereto form material parts of this Agreement. h. Time of the Essence. Time is of the essence in respect of all provisions of this Agreement in which a definite time for performance is specified. i. Counterparts. This Agreement may be executed in any number of counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document and any counterpart signature pages may be detached and assembled to form a single original document.
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SIGNATURE PAGE TO TEMPORARY TRANSITIONAL HOUSING LICENSE
BETWEEN
CITY OF EMERYVILLE AND
BAY AREA COMMUNITY SERVICES, INC , a 50l(c)(3) nonprofit "CITY"
CITY OF EMERYVILLE,
a California municipal corporation
By: ___________________________
Paul Buddenhagen
City Manager
Approved as to form:
By:____________________________
John Kennedy
City Attorney
"LICENSEE"
BAY AREA COMMUNITY SERVICES, INC ,
a California nonprofit corporation;
By: ___________________________
Renee Tripp
Director of Finance
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EXHIBIT A
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EXHIBIT B
CITY HALL PARKING LOT
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C A L I F O R N I A
E X H I B I T C
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to BAY AREA COMMUNITY SERVICES, INC.
MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:
Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:
General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).
Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy. Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein “Covered Professional Services” as designated in the policy must specifically include Services performed under this Contract.
Workers’ Compensation and Employer’s Liability
Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.
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Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability
$1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.
OR
$2,000,000.00 per occurrence and $4,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.
Automobile Liability
$2,000,000.00 per accident for bodily injury and property damage. Professional Liability / Errors and Omissions
$2,000,000.00 per claim and aggregate.
Workers’ Compensation and Employer’s Liability
Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Pollution Liability Insurance
$2,000,000.00 per occurrence and $2,000,000.00 aggregate.
Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.
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INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:
General Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.
Automobile Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.
Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27 Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. Pollution Liability Coverage
(1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.
NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.
DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
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ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.
Attach:
Insurance Certificate and Endorsements
Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27
EXHIBIT D
FORM OF POSTED DISCLAIMER
NOTICE TO ALL USERS OF THIS PROPERTY:
This property is currently in the planning stages to undergo substantial redevelopment. Because government funds are being used in this project, the Uniform Relocation Assistance and Real Property Acquisition Policies Act (URA) of 1970, as amended (URA) along with the California Code of Regulations, Title 25, Division 1 Chapter 6 apply for qualified tenants in residence.
However, new tenants are not eligible for relocation benefits under the URA or Title 25.
This notice is to inform you of the following information before you occupy this property:
You may be displaced if and when Bay Area Community Services, Inc License Agreement to use the property is terminated, which may occur at any time and will definitely occur on April 30, 2025 or a date between April 30, 2025 and April 30, 2026 if the City approves an extension to our License Agreement. You will not be entitled to any relocation benefits provided under the URA or Title 25.
Docusign Envelope ID: 900FB3FF-0E19-4A78-ACA8-C69984B51B27