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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated December 6, 2021, (“Effective Date”) and is between the City of Manhattan Beach, a California municipal corporation (“City”) and Harbor Interfaith Services, Inc., a California non-profit corporation (“Consultant”). City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.
RECITALS
A. City desires to utilize the services of Consultant as an i ndependent contractor to provide homeless outreach and housing navigation services.
B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The Parties therefore agree as follows:
1. Consultant’s Services.
A. Scope of Services. Consultant shall perform the services described in the Scope of Services (the “Services”) for homeless case management and housing navigation services, attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
B. Party Representatives . For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Tahia Hayslet, Executive Director/CEO (the “Consultant Representative”). The Cons ultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.
C. Time for Performance . Consultant shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all Services under this Agreement in accorda nce with the standard of care generally exercised by like DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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professionals under similar circumstances and in a manner reasonably satisfactory to City.
E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Servic es required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
F. Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.
G. Permits and Licenses . Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates req uired by law for the provision of Services under this Agreement, including a business license.
2. Term of Agreement. The term of this Agreement shall be from the Effective Date through December 6, 2022, unless sooner terminated as provided in Section 12 of t his Agreement or extended.
3. Compensation.
A. Compensation. As full compensation for Services satisfactorily rendered, City shall pay Consultant at the rates set forth in the Approved Fee Schedule attached hereto as Exhibit B. In no event shall Consultant be paid more than $ 66,390 (the “Maximum Compensation”) for such Services
A. Expenses. City shall only reimburse Consultant for those actual and necessary expenses expressly set forth in Exhibit B. In no event shall reimbursable expenses collectively exceed the total sum of $3,600.
B. Unauthorized Services and Expenses. City will not pay for any services not specified in the Scope of Services, or reimburse for any expenses not set forth in Exhibit B, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services or expenses in writing prior to Consultant’s performance of those services or incurrence of additional exp enses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit B, or, if not specified, at a rate mutually agreed to by the Parties. Any additional expense authorized by the City Council or (where authorized) the City Manager shall be reimbursed in the amounts authorized by the City Council or City Manager. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
4. Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on a monthly basis, for the Services performed pursuant to this Agreement. Invoices must be submitted to DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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George Gabriel, Assistant to the City Manager, at [email protected]. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts.
B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other reco rds maintained by Consultant in connection with this Agreement available during Consultant’s regular working hours to City for review and audit by City.
5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.
6. Information and Documents.
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City. City s hall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntar ily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpo ena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.
C. All Data required to be furnished to City in c onnection with this Agreement shall become City’s property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City’s sole property and may be used, reused or otherw ise disposed of by City without Consultant’s permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.
D. Consultant’s covenants under thi s Section shall survive the expiration or termination of this Agreement.
7. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California a pplicable to Consultant’s Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Consultant may perform similar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontr act that Consultant executes in connection with the performance of this Agreement.
8. Indemnification, Hold Harmless, and Duty to Defend.
A. Indemnities.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmles s and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with suc h defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bea r the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision o r by the agreement of the Parties.
B. Workers’ Compensation Acts not Limiting . Consultant’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any wor kers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
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C. Insurance Requirements not Limiting . City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
A. Minimum Scope and Limits of Insurance . Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liabili ty Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial g eneral liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non -owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non -owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liab ility Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self- insurance shall not be considered to comply with the insurance requirements under this Section.
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C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self -insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage . Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requeste d, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance . If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Con sultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at C onsultant’s expense, the premium thereon.
Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance . Prior to the performance o f Services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City.
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Consultant shall maintain current endorsements on file with City’s Risk Manager.
Consultant shall provide proof to City’s Risk Manager that in surance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting . Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 8 of this Agreement.
K. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
L. Subcontractor Insurance Requirements . Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
10. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.
B. Consultant’s Cooperation . In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
11. Records and Inspections. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment.
12. Termination of Agreement.
A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five calendar DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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days before the termination is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.
B. Obligations upon Termination . Consultant shall cease all work under this Agreement on or before the effective dat e of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim agains t City by reason of such termination, including any claim for compensation.
13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile gove rnmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
14. Default.
A. Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.
B. In addition to the right to terminate purs uant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have ten calendar day s after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication r equired or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and City’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:
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TO CITY: TO CONSULTANT:
City of Manhattan Beach Harbor Interfaith Services
ATTN: Management Services ATTN: Tahia Hayslet
1400 Highland Avenue 670 W. 9th Street
Manhattan Beach, California 90266 San Pedro, CA 90731
Email: [email protected]
COPY TO CITY ATTORNEY:
City of Manhattan Beach
Attn: City Attorney
1400 Highland Avenue
Manhattan Beach, CA 90266
16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, g ender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in par t, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or othe r transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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(1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as a nd be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a writt en extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Sho uld Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.
22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s services beyond the current fiscal year, this Agreement shall co ver payment for Consultant’s services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
23. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a pro vision of Consultant’s proposal, the provisions of this Agreement shall control.
24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the te rms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
25. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
26. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
27. Time of the Essence. Time is of the essence in respect to all provis ions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.
28. Business Days. “Business days” means days Manhattan Beach City Hall is open for business.
29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambigu ities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Manhattan Beach.
30. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations und er this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.
33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: George Gabriel
Title: Assistant to the City Manager
Consultant:
Harbor Interfaith Services, Inc.
a California non-profit corporation
By:
Name: Tahia Hayslet
Title: Executive Director/CEO
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2 12/7/2021
12/8/2021
12/8/2021
12/23/2021
12/23/2021
1/4/2022
12100-0001\2594817v1.doc
EXHIBIT A
SCOPE OF SERVICES
Activities Metrics Target Outcomes
1. Availability and Resource
Dedication
Consultant shall provide one
employee to provide
homeless case management
and housing navigation
services that will assist
homeless individuals in
Manhattan Beach and
conduct business Monday –
Friday, 8 AM – 5 PM. Hours
may be flexed for consultant
to conduct outreach in
early/late hours or attend
important meetings as
needed.
City shall provide
suitable working
space on City
premises for
consultant to conduct
business.
2. Meeting Participation
Consultant shall attend these
meetings:
a. Monthly Case
Conferencing meetings to
discuss Beach Cities
homeless participants
b. Weekly meeting with City
of Manhattan Beach
Homelessness Liaison and
Police Department Staff to
review target outcomes to
date
c. City Council meetings (as
needed)
N/A N/A
3. Monthly Status Reporting
Contracted City Homeless
Coordinator/Liaison shall
provide monthly status reports
on participant engagement
1. Performance outcomes, on
type of services referred to for
the preceding month and
cumulative since contract start
including:
a. Number of people case
managed, including their VI-
SPDAT “acuity score.”
These are unduplicated
from any other programs in
16 Monthly
Performance Reports
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
12100-0001\2594817v1.doc
which the contractor is
engaged in that may have
geographic overlap with the
Beach Cities jurisdictions.
b. Summary of outreach
interactions made with
those living unsheltered.
c. Number of people referred
to and attained (i.e., were
accepted into) interim
housing programs.
d. Number of people attaining
long term stable housing.
This includes prevention,
diversion/problem solving,
permanent housing (e.g.,
rapid re-housing, supportive
housing), or transitional
programs.
e. Additional number of people
in the housing pipeline, that
is, who have been accepted
into a permanent housing
program (e.g., “matched”
and accepted into a rapid
re-housing or supportive
housing resource), and are
looking for an appropriate
dwelling.
4. Strengthening Partnerships
with City Stakeholders
Consultant shall connect with
city stakeholders (i.e. non-
profits) to (a) inform them
about services available and
how to refer to them; (b) align
stakeholder-provided services
with the City’s homeless
efforts.
1. Conduct various Stakeholder
Meetings
Track meetings held
5. Street Outreach and
Assessment
Consultant shall establish
relationships with those
experiencing homelessness in
1. Complete applicable CES
Assessment (i.e., CES
Individuals, CES Family, CES
Youth) containing the VI-
SPDAT with unduplicated
10 Completed CES
Assessments
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
12100-0001\2594817v1.doc
the Manhattan Beach. Work
closely with law enforcement
to identify and locate them.
participants not already in
another SPA 8 program
2. Maintain participant
information in LAHSA’s Clarity
HMIS and hardcopy case files
per LAHSA CES program
standards
100% LAHSA Clarity
HMIS and hardcopy
case file compliant
6. Document Ready, DPSS
Benefits Enrollment
Contracted Homeless Case
Manager shall assist the
participant get the
documentation required to be
referred into stable housing,
and shall help enroll them in
eligible Department of Public
Social Services (DPSS)
programs.
1. Secure these documents:
a. California Identification
b. Social Security Card
c. Verification of Income
d. Verification of
Homelessness
2. Assist with enrollment in
appropriate DPSS programs
(e.g., General Relief, Cal
Fresh, Cal Works, etc.)
8 participants
7. Successful Referrals
Consultant shall make
successful referrals to
applicable programs (i.e., the
referral is accepted by the
receiving program).
1. Interim Housing, including:
crisis or bridge housing;
seasonal emergency housing;
recuperative care beds
2. Stable Housing, including:
CES-matched Rapid Re-
housing; CES-matched
Permanent Support Housing;
SHARE housing; DHS, DMH,
VA Permanent Housing; Other
permanent housing programs;
VA, DV, TAY Transitional
Housing Programs
3. Treatment Program, including
for: mental health; Detox and
substance use; physical health
care. (Note: this does not
include handoffs to: generalist
outreach teams, Multi-
Disciplinary or Specialized
Teams, MET staff.)
10 Participants
successfully referred
into Interim Housing
8 participants
successfully referred
into Stable Housing
8 participants
successfully referred
into Treatment
Programs
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
12100-0001\2594817v1.doc
EXHIBIT B
APPROVED FEE SCHEDULE
For services satisfactorily provided, City shall pay Consultant monthly fees totaling $5,232.49 in accordance with the following fee schedule.
1. For salary, taxes and benefit costs associated with the Consultant, City shall pay Consultant a flat monthly fee of $4,789.16.
2. For staff administrative fees, City shall pay Consultant a flat monthly fee of $443.33.
For reimbursable costs over the duration of the contract such as: mileage, office supplies, reproduction, technology, insurance, client incentives, motel vouchers, utilities, and postage, City shall reimburse Consultant an amount not to exceed $3,600.
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be e ndorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
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$
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SUBR
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO D 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. $ $
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COMBINED SINGLE LIMIT
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Y / N
WORKERS COMPENSATION
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OFFICER/MEMBER EXCLUDED?
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DESCRIPTION OF OPERATIONS below
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ANY PROPRIETOR/PARTNER/EXECUTIVE
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E.L. DISEASE - POLICY LIMIT
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E.L. EACH ACCIDENT
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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
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THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:
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Effective Date: 4/1/2021
Policy No: PAC 0479112 09
Insured: Harbor Interfaith Services, Inc.
City and County its officers, agents
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2
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DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2 CG 89 70 ( E d . 11/14) (Page 1 of 12)
CG 89 70 ( E d . 11/14)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT
This Endorsement modifies and is subject to the insurance provided under the following form:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following extension only applies in the event that no other specific coverage for the indicated loss exposure is provided under this P olicy. If other specific coverage applies, the te rms, conditions and limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in this Endorsement. This is a summary of the various additional cover ages and coverage modifications provided by this Endorsement. For complete details on specific coverages, consult the actual policy wording.
Coverage Description Limit of Insurance Page
Non-Owned Aircraft Inc luded 2
Non-Owned Watercraft Inc luded 2
Bodily Injury - Mental Injury, Mental A nguish, Humiliation or Shock Included 3 Medical Payments $ 20,000 3
Damage to Premises Rented to You $ 1,000,000 3
Supplementary Payments - Bail Bonds $ 3,000 4
Supplementary Payments - Loss of Ear nings $ 1,000 per day 4 Newly Formed or Acquired Or ganizations Included 4
Unintentional Failure to Disclose Hazards Included 5
Knowledge of Occurrence, Claim or Suit Inc luded 5
Property Damage Liability - Elevators Included 5
Property Damage Liability - Borrowed E quipment Included 5 Liberalization Clause Included 6
Amendment of P ollution Exclusion (Premises) Inc luded 6 Limited Property Damage to Property of Others $ 5,000 6 Additional Insured - M anager or Lessor of Premises Included 7 * S1 * 04/20/2021 * PAC-0479112-09-03 GREAT AMERICAN INS CO OF NY *D/B* 389051253 694804
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2 CG 89 70 ( E d . 11/14) (Page 2 of 12)
Coverage Description Limit of Insurance Page
Additional Insured - F unding Sources Inc luded 7
Additional Insured - By Contract Inc luded 8
Primary and Non-Contributory Additi onal Insured Extension Inc luded 10 Additional Insureds - Protection of Your Limits Inc luded 10 Blanket Waiver o f Transfer o f Rights o f Recovery A gainst Other s Included to Us (Subrogation) 11
Property Damage Extension With V oluntary Payments $ 1, 000/$ 5,000 11 Who Is An Insured - Fellow Em ployee Extension - M anagement Included Employees 12
Broadened Personal and Advertising I njury Inc luded 12 A. Non-Owne d Aircraft
Under paragraph 2. Exclusions of SECTION I - COVERAGE A - B odily Injury and Property Damage Liability , exclusion g. Aircraft , Auto or Watercraft does not apply to an ai rcraft prov ided:
1. it is not owned by any insured;
2. it is hired, chartered o r loaned with a tr ained paid crew;
3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or C anada, des ignating him or her a commercial or airline pilot; and
4. it is not being used to carry persons or pr operty for a charge.
However, the insurance afforded by this provision does not apply if there is av ailable to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this Poli cy), cont ingent or on any other basis, that would also apply to the loss covered under this provision.
B. Non-Owned Wat ercraft
Under paragraph 2. Exclusions of SECTION I - COVERAGE A - B odily Injury and Property Damage Liability , subparagraph (2) of exclusion g. Aircraft , Auto or Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) less than 60 feet long; and
* S1 * 04/20/2021 * PAC-0479112-09-03 GREAT AMERICAN INS CO OF NY *D/B* 389051253 694804
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2 CG 89 70 ( E d . 11/14) (Page 3 of 12)
(b) not being used to carry persons or pr operty for a charge.
C. Bodily Injury - Mental Injury, Mental A nguish, Hum iliation or Shock Under SECTION V - DEFINITIONS , Definition 3. is replaced by the fo llowing:
3. "Bodily Injury" means physical injury, sickness, or disease, inc luding death of a person. "B odily Injury" also means mental injury, mental anguish, hum iliation, or shock if directly resulting from physical injury, sickness, or disease to that person.
D. Medical Payments
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this Policy are am ended as follows:
The Medical Expense Limit in paragraph 7. of SECTION III - LIMITS OF INSURANCE is replaced by the following Medical expense Limit:
The Medical Expense Limit provided by this Policy s hall be the greater of:
a. $ 20,000; or
b. the amount s hown in the Declarat ions for Medical Expense Limit This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE .
E. Damage to Premises Rented to You
If Damage to Premises Rented to You is not otherwise exc luded from this Coverage Part:
1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - B odily Injury and Property Damage Liability :
3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the following:
Exclusions c. through n. do not apply to damage by fire, l ightning, ex plosion, smoke, leakage from an automatic fire protection system or water to premises while rented to you or temporarily occupied by you with permission of the owner. A s eparate Limit of Insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE .
However, this insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, caused by:
i. rupture, bursting, or operation of pressure r elief devices; ii. rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water;
iii. explosion of steam boilers, steam pipes, steam engines, or steam tur bines; or iv. flood
2. Paragraph 6. Under
SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following:
* S1 * 04/20/2021 * PAC-0479112-09-03 GREAT AMERICAN INS CO OF NY *D/B* 389051253 694804
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2 CG 89 70 ( E d . 11/14) (Page 4 of 12)
6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages because of "property dam age" to any one premises, while rented to you, or in the case of damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection system or water while rented to you or temporarily occupied by you with the permission of the owner, for all such damage caused by fire, lightning, ex plosion, smoke, leakage from automatic fire protection systems or water proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water or any combination of the six, is the higher of $ 1,000,000 or the amount s hown in the Declarat ions for the Damage to Premises Rented to You Limit.
3. Under SECTION IV - CO MMERCIAL GENERAL LIABILITY CONDITIONS , subsection 4. Other Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are changed to "insurance for fire, lightning, ex plosion, smoke, leakage from an automatic fire protection system or water."
4. As regards coverage provided by this provision I. Damage to Premises Rented to You - paragraph 9.a. of Definitions is replaced with the f ollowing:
9. a. a contract for a lease o f premises. However, that portion of the contract for a lease o f premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract";
F. Supplementary Payments
1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with:
b. Up to $ 3,000 for the cost of bail bonds required because of acc idents 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.
2. Paragraph 1.d. is replaced by the fo llowing:
d. All reasonable ex penses incurred by the Insured at our request to assist us in the investigation or defense of the c laim or "suit," including actual loss of earnings up to $ 1,000 a day because of time o f f work.
G. Newly Formed or Acquired Organizations
Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or m ajority interest, will qualify as a named insured if there is no other sim ilar insurance av ailable to that organization. However:
a.
coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you;
b. coverage A does not apply to "bodily injury" or pr operty damage that occurred before you acquired or formed the organization; and
c. coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the or ganization. * S1 * 04/20/2021 * PAC-0479112-09-03 GREAT AMERICAN INS CO OF NY *D/B* 389051253 694804
DocuSign Envelope ID: 46A9DE0E-5975-43A8-9A4E-006F8578E0D2 CG 89 70 ( E d . 11/14) (Page 5 of 12)
d. records and descriptions of operations must be maintained by the first named insured.
No person or organization is an insured with respect to the c onduct of any current or past partnership, joint venture or limited liability com pany that is not s hown as a named insured in the Declarations or qualifies as an insured under this provision.
H. Unintentional Fa ilure to Disclose Hazards
Under SECTION IV - CO MMERCIAL GENERAL LIABILITY CONDITIONS , the following is added to Condition 6. Representations :
Failure of the Insured to disclose all hazards existing as of the inception date of this Policy s hall not prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure or omission is not intentional on the part of the Insured.
I. Knowledge of Occurrence, Claim or Suit
Under SECTION IV - CO MMERCIAL GENERAL LIABILITY CONDITIONS , the following is added to Condition 2. Duties in the Event of Occurrence , Offense , Claim or Suit :
Knowledge of any occurrence, c laim, or suit by any agent, servant or employee o f the Named Insured does not in itself constitute knowledge by the Insured unless notice o f such injury, c laim or suit shall have been received by:
a. you, if you are an individual;
b. a partner, if you are a partnership
c. an executive officer or insurance manager, if you are a corporat ion.
J. Property Damage Liability - Elevators
1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - B odily Injury and Property Damage Liability , subparagraphs (3), (4) and (6) of exclusion j. Damage to Property do not apply if such pr operty damage results from the use of elevators.
2. The following is added to SECTION IV - CO MMERCIAL GENERAL LIABILITY CONDITIONS , Condition 4. Other Insurance , paragraph b. Excess Insurance :
The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, cont ingent or on any other basis.
K. Property Damage Liability - Borrowed E quipment
1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - B odily Injury and Property Damage Liability , subparagraph (4) of exclusion j. Damage to Property does not apply to "property dam age" to borr owed equipment while not being used to perform operations at a job site.
2. The following is added to SECTION IV - CO MMERCIAL GENERAL LIABILITY Conditions , Condition 4. Other Insurance , paragraph b. Excess Insurance :
The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, cont ingent or on any other basis. * S1 * 04/20/2021 * PAC-0479112-09-03 GREAT AMERICAN INS CO OF NY *D/B* 389051253 694804
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L. Liberalization Clause
If we revise this Signature G eneral Liability Br oadening E ndorsement to provide more coverage without additional premium charge, your policy will automatic ally provide the coverage as of the date the revision is effective in your state.
M. Amendment of Pollution Exclusion (P remises)
1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A - Bodily Injury and Pr operty Damage Lia bility :
(iv) "Bodily injury" or "pr operty dam age" arising out o f the actual discharge, dispersal, seepage, migration, r elease or escape of "pollutants."
As used in this Endorsement, the actual discharge, dispersal, seepage, migrat ion, r elease or escape of pollutants must:
(aa) commence on a clearly identifiable day during the policy period; and (bb) end, in its entirety, within seventy-two (72) hours of the commencement of the discharge, dispersal, seepage, migrat ion, r elease or escape of "pollutants"; and (cc) be discovered and reported to us within fifteen (15) days of the c learly identifiable day that the discharge, dispersal, seepage, migrat ion, r elease or escape of "pollutants" commences; and
(dd) be neither expected nor intended fr om the standpoint of any insured; and (ee) be unrelated to any prev ious discharge, dispersal, s eepage, migrat ion, r elease or escape; and
(ff) not originate at or from a storage tank or other container, duct or piping which:
a. is below the surface of the gr ound or water; or
b. at any time has been bur ied under the surface of the gr ound or water and then is subsequently exposed.
2. For the purposes of this coverage, the following is added to the def inition of "pr operty damage" o f SECTION V - DEFINITIONS and applies only as respects this coverage:
Land or water, whether below gr ound level or not, is not t angible pr operty.
3. Coverage provided hereunder does not apply to any discharge, dispersal, s eepage, migrat ion, release or escape that is merely threatened or alleged rather than s hown to have act ually occurred.
N. Limited Property Damage to Property of Others
The followin g is added under SECTION I - SUPPLEMENTARY PA YMENTS - COVERAGES A and B:
3. We will pay up to $ 5,000 for loss to pers onal pr operty of others while in the temporary care, custody or control of an insured caused by any person participating in your organized activities.
For the purpose of this supplementary payment, loss s hall mean damage or destruction but does not include mysterious dis appearance or loss of use. In the event of a theft, a police report must be f iled. This supplementary payment does not apply if:
a. coverage is otherwise provided by the Property Coverage part (if any) of this Policy; or * S1 * 04/20/2021 * PAC-0479112-09-03 GREAT AMERICAN INS CO OF NY *D/B* 389051253 694804
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b. the loss is covered by any other insurance you have or by any insurance of such person who causes such loss.
These payments will not reduce the Limits of Insurance.
O. Additional Insured - Manager or Lessor of P remises
1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization from whom you lease or rent pr operty and which r equires you to add such person or organization as an additional insured on this P olicy under:
(a) a written contract; or
(b) an oral agreement or contract where a Certificate of Insurance s howing that person or organization as an additional insured has been issued;
but the written or oral contract or agreement must be an "insured contract," and, (i) currently in effect or become effective during the term of this Policy; and (ii) executed prior to t he "bodily inju ry," "pr operty dam age," "pers onal and adverti sing injury."
2. With respect to the insurance afforded to the Additional Insured identified in paragraph 1. above, the following additional provisions apply:
(a) This insurance applies only with respect to the liability arising out of the ownership, maintenance or use o f that part o f the premises leased to you. (b) The Limits of Insurance applicable to the Additi onal 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 te rms, conditions and exclusions for this P olicy. The Limits o f Insurance applicable to the Additi onal Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarat ions.
(c) In no event shall the cover ages or Limits of Insurance in this Coverage Form be increased by such contract.
(d) Coverage provided herein is excess over any other valid and collectible insurance av ailable to the Additional Insured whether the other in surance is primary, excess, contingent or on any other basis unless a written contractual arr angement specific ally requires this insurance to be primary.
(e) This insurance applies only to the extent permitted by law.
3. This insurance does not apply to:
(a) Any "occurrence" or offense which takes place after you cease to be a tenant in that premises.
(b) Structural alterations, new construction or dem olition operations perfo rmed by or on behalf of the Additional Insured.
P. Additional Insured - Funding Sou rces
1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any F unding Source which requires you in a written contract to name the F unding Source as an additional insured but only with respect to liability arising out of:
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a. your premises; or
b. "your work" for such additional insured; or
c. acts or omissions of such additional insured in c onnection with the general s upervision of "your work"
and only to the extent set forth as follows:
a. The Limits of Insurance applicable to the Additi onal 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 te rms, conditions and exclusions for this P olicy. The Limits o f Insurance applicable to the Additi onal Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarat ions.
b. The insurance afforded to the Additional Insured only applies to the extent permitted by law c. If coverage provided to the Additional Insured is r equired by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. d. In no event shall the cover ages or Limits of Insurance in this Coverage Form be increased by such contract.
Q. Additional Insureds - By Contract
1. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for " bodily inju ry," "pr operty dam age" or "pers onal and advertising injury" arising out of:
a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the Additi onal Insured that are s ubject of the written contract or written agreement provided that the "bodily injury" or "pr operty damage occurs, or the "personal and adv ertising injury" is committed, subsequent to the signing of such written contract or written agreement; or
b. the maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or
c. the Additional Insureds f inancial control of you; or d. operations performed by you or on your behalf for which the state or political s ubdivision has issued a permit
However:
1. the insurance afforded to such additional insured only applies to the extent permitted by law; and
2. if coverage provided to the Additional Insured is r equired by contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide such additional insured.
With respect to paragraph 1.a. above, a person's or organizati on's status as an additional insured under this Endo rsement ends w hen:
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(1) all work, including materials, parts or equipment furnished in co nnection with such work, on the project (other than service, m aintenance or r epairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been com pleted; or
(2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same pr oject.
With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.
The insurance provided by this Endorsement applies only if the written contract or written agreement is signed prior to the " bodily injury" or "pr operty dam age." We have no duty to defend an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured as r equired in paragraph b. of Condition 2.
Duties in the Event of Occurrence , Offense , Claim or Suit under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITION .
2. With respect to the insurance provided by this Endorsement, the following are added to paragraph 2. Exclusions under SECTION I - COVERAGE A - B odily Injury and Property Damage Liability :
This insurance does not apply to:
a. "Bodily injury" or "pr operty dam age" that occurs prior to your commencing operations at the location where such " bodily injury" or "pr operty dam age" occurs. b. "Bodily injury," "pr operty dam age" or "pers onal and advertising injury" arising out of the rendering of, or failure to render, any profess ional architectural, engineering or surveying services, including:
(1) the preparing, approving, or failing to pr epare or approve, maps, shop dr awings, opinions, r eports, surveys, field orders, c hange orders or dr awings and specifications; or
(2) supervisory, inspection, architec tural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, em ployment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "pr operty dam age," or the offense which caused the "personal and adver tising injury," involved the rendering of, or f ailure
to render, any profess ional architectural, engineering or surveying services. c. "Bodily injury" or "pr operty dam age" occurring after:
(1) all work, including materials, parts or equipment furnished in c onnection with such work, on the project (other than service, m aintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been com pleted; or
(2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
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d. Any person or organization specific ally des ignated as an additional insured for ongoing operations by a s eparate additional insured endorsement issued by us and made part of this Policy.
3. With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE :
If coverage provided to the Additional Insured is r equired by a contract or agreement, the most we will pay on behalf of the Additional Insured is the am ount of insurance:
a. required by the contract or agreement; or
b. available under the applicable Limits of Insurance s hown in the Declarat ions; whichever is less.
This Endorsement shall not increase the applicable Limits of Insurance s hown in the Declarations.
R. Primary and Non-Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an additional insured under any form or endorsem ent under this P olicy.
Condition 4. Other Insurance of SECTION IV - CO MMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:
a. The following is added to paragraph a. Primary Insurance :
This insurance is primary to and will not seek contribution from any other insurance av ailable to an additional insured under your policy provided that:
(1) the Additional Insured is a named insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance av ailable to the Additi onal Insured.
b. The following is added to paragraph b. Excess Insurance :
When a written contract or written agreement, other than a premises lease, fac ilities rental contract or agreement, an equipment rental or lease contract or agreement or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a named insured.
Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the Additional Insured has been added as an additional insured on other policies.
S. Additional Insureds - Protection of Your Limits
This provision applies to any person or organization who qualifies as an additional insured under any form or endorsem ent under this P olicy.
1. The following is added to Condition 2. Duties in the Event of Occurrence , Offense , Claim or Suit :
An additional insured under this Endorsement will as soon as practic able:
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a. give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us;
b. tender the defense and indemnity of any c laim or "suit" to all insurers whom also have insurance available to the Additi onal Insured; and
c. agree to make available any other insurance which the Additi onal Insured has for a loss we cover under this Coverage Part.
d. we have no duty to defend or indemnify an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured.
2. The Limits of Insurance applicable to the Additi onal Insured are those specified in a written contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These limits are inclusive of and not in addition to the Limits of Insurance av ailable under this P olicy.
T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogat ion) Under SECTION IV - CO MMERCIAL GENERAL LIABILITY CONDITIONS , the following is added to Condition 8. Transfer of Rights of Recovery Against Others to Us :
If required by a written contract or written agreement, we waive any right of recovery we may have against a person or or ganization because of payment we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "pr oducts-completed operations hazard" provided that the injury or damage occurs subsequent to the execution of the written contract or written agreement.
U. Property Damage Extension with Voluntary Payments
1. The following is added to paragraph 1 . Insuring Agreement of SECTION I - COVERAGE A - Bodily Injury and Pr operty Damage Lia bility :
At your request we will pay for "loss" to pr operty of others caused by your business operations for which this Policy prov ides liability insurance. Such payment will be made wit hout regard to your l egal obligation to do so. The "loss" must occur during the policy period and must take place in the "coverage territory."
2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of SECTION I - COVERAGES A - B odily Injury and Property Damage Lia bility is amended as follows:
Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted.
3. As respects coverage afforded by this coverage, SECTION III - LIMITS OF INSURANCE is replaced by the following:
Regardless of the number of insureds, claims made or "suits" br ought or persons or organizations making c
laims or bring "suits":
1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one "occurrence" is $1 , 0 0 0.
2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000 .
This aggregate amount is part of and not in addition to the G eneral Aggr egate Limit described in paragraph 2. of SECTION III - LIMITS OF INSURANCE . * S1 * 04/20/2021 * PAC-0479112-09-03 GREAT AMERICAN INS CO OF NY *D/B* 389051253 694804
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V. Who Is an Insured - Fellow Employee Extension - Management Employees
1. The following is added to paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED :
Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertis ing injury" caused by an "employee" who is acting in a s upervisory capacity for you. S upervisory capacity as used herein means the "employee's" job res ponsibilities assigned by you, inc luding the direct supervision of other "employee" of yours. However, none of these "employees" are insureds for "bodily injury" or "pe rsonal and advertising injury" arising out of t heir willful c onduct, which is defined as th e purposeful or willful intent to cause " bodily injury" or "pers onal and advertising injury," caused in whole or in part by t heir intoxication by liquor or contr olled substances.
This coverage is excess over any other valid and collectable insurance available to your "employee."
W. Broadened Personal and Advertising Injury
1. Unless "Pers onal and Advertising Injury" is exc luded from this Policy, the following is added to SECTION V - DEFINITIONS Item 14.:
h. mental injury, mental anguish, hum iliation, or shock, if directly resulting from Items 14.a. through 14.e.
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