Vallejo City Council
February 13, 2024

o Job training/apprenticeships
o Cannabis substance use education and treatment
o Prosocial activities
o Juvenile record expungement
o Youth outreach programs
• Public health: funding will support activities to protect the safety and improve the health of communities through education, policy/infrastructure making, and research, including:
o Public health training and education
o Public information and outreach
o Inspection and enforcement of cannabis businesses
o Behavioral and mental health treatment
o Cannabis product safety
o Testing/safety equipment
o Pesticide impact efforts
o Drinking and wastewater system updates
o Air quality efforts
o Other environmental-system updates
• Public safety: funding will support activities that address the prevention and protection of the public from dangers affecting safety, such as crimes, disasters, or impacts due to the legalization of cannabis, including:
o Code enforcement
o Retail theft
o Public information and outreach
o Training efforts
o Law enforcement
o Community planning or development efforts
o Cannabis delivery compliance
o Protective safety equipment
o Update to technology systems (track & trace)
o Transportation impacts and water storage issues
o Fire protection
o Fuel mitigation and/or fuel reduction
o Wild land/urban interface planning and implementation

City of Vallejo's Project
Staff applied for this opportunity in December 2022 and received notice that the City's application was selected for funding on April 19th, 2023. The 5 year grant will run until December 2028.

Healthy Vallejo Community Support Services was selected as an implementing partner in August 2023 due to their evidence-driven programming and positive youth outcomes within the Vallejo community. Their "Youth Employment and Delinquency Prevention Program" allows young people to gain employment in the field of green jobs, waste management, landscaping and beautification. The program also teaches basic carpentry skills, financial literacy, life skills and provides mentorship opportunities. Through the Prop 6 grant, youth employed by Healthy Vallejo will assist the City of Vallejo by cleaning up and landscaping areas identified through a collaborative effort from the City Manager's Office, Public Works Department, Recology Vallejo, and non-profit partners. The youth will also partake Date: February 13, 2024
Subject: ADOPT A RESOLUTION APPROVING THE PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT SUBGRANTEE AGREEMENT WITH HEALTHY VALLEJO, INC.

UNDER THE BSCC PROP 64 GRANT NOT TO EXCEED $480,000.00, AUTHORIZING

THE CITY MANAGER TO EXECUTE SAME AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2023-2024 BUDGET

in prevention and education activities related to substance-use disorder and marijuana.

FISCAL IMPACT
The City will receive $1,424,000 from BSCC over the five-year period of this grant. No match is required for this grant. On July 25th, 2023, Council adopted a resolution amending the fiscal year 2023-2024 fund 221, capital grants and contributions budget, Project # BSCC24, to appropriate $1,424,000 for the Board of State and Community Corrections Proposition 64 Grant Award. Healthy Vallejo will be receiving $480,000 of the grant as a subgrantee.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has the potential to result in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Subgrantee Agreement Healthy Vallejo (PDF)

2. Resolution Approving Prop 64 Grant Agreement Healthy Vallejo CAO STAMP

3. 2022 Prop 64 Grant Agreement - City of Vallejo (Signed)

CONTACT
Terrance Davis, Assistant City Manager
[email protected]

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

“PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT”

SUBGRANTEE AGREEMENT

This “Proposition 64 Public Health & Safety Grant” Subgrantee Agreement ("Agreement") is made at Vallejo, California, dated for reference this November 7, 2023, by and between the City of Vallejo, a municipal corporation ("City" or “Grantee”), and Healthy Vallejo Community Support Services, Inc. , a California nonprofit public benefit corporation, hereinafter referred to as “ Subgrantee,” who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Subgrantee shall provide the City those services as specified in Exhibit A, entitled “Scope of Work” attached hereto and incorporated herein by reference.

2. Payment. City shall pay Subgrantee for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation” attached hereto and incorporated herein by reference. The payments specified in Exhibit B shall be the only payments to be made to Subgrantee for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Subgrantee shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Subgrantee shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents , volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, Subgrantee’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Subgrantee’s operations, or any Subgrantee’s operations, to be performed under this agreement for Subgrantee’s or Subgrantee’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Subgrantee, or any subcontractor , officer, official, director, agent, volunteer, affiliate, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

5. Insurance Requirements. Subgrantee agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Subgrantee” attached hereto and incorporated herein by reference. Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Subgrantee shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall i nclude, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Subgrantee warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Subgrantee’s family, business, real property or financial interests and the services to be provided under this Agreement. Subgrantee shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Subgrantee’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Subgrantee shall disclose such conflict in writing to City. Every individual who performs services on behalf of Subgrantee pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specificat ions for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a posit ion specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Subgrantee is an independent contractor.

Neither Subgrantee nor any of Subgrantee’s officers, employees, agents, or Subgrantees, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Subgrantee only insofar as the results of Subgrantee’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Subgrantee accomplishes services pursuant to this Agreement.

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

9. Licenses, Permits, Etc. Subgrantee represents and warrants to City that all Subgrantee services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Subgrantee has all the permits, qualifications and approvals of whatsoever nature which are legally required for Subgrantee to practice its profession. Subgrantee represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Subgrantee to practice its profession.

10. Business License. Subgrantee has obtained a business license and agrees to pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Subgrantee until such business license(s) has been obtained.

11. Standard of Performance. Subgrantee shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Subgrantee’s profession currently practicing in California.

Subgrantee is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Subgrantee’s responsibilities under this section shall not be delegated.

Subgrantee shall be responsible to City for acts, errors, or omissions of Subgrantee’s subcontractors.

Subgrantee is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Subgrantee is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

City of any responsibility, professional or otherwise, for the work, and shall not relieve the Subgrantee of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Subgrantee.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Subgrantee is unable to meet the completion date or schedule of services, Subgrantee shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Subgrantee agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Subgrantee pursuant to this Agreement shall be the full and complete compensation to which Subgrantee and Subgrantee’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Subgrantee nor Subgrantee’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of S ubgrantee. The City shall not be required to pay any workers' compensation insurance on behalf of Subgrantee or its Subgrantees

Subgrantee shall pay, when and as due, any and all taxes incurred as a result of Subgrantee’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Subgrantee Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Subgrantee shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Subgrantee shall have no

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on September 1, 2023, and shall continue in full force and effect until December 31, 2028, unless terminated earlier in accordance with Section 17, below.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Subgrantee.

Upon receipt of a notice of termination, Subgrantee shall perform no further work except as specified in the notice. Before the date of termination, Subgrantee shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Subgrantee for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Subgrantee for the portion of work completed in conformanc e with this Agreement before the date of termination. In addition, the City will reimburse Subgrantee for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated with the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Subgrantee resulting from services rendered pursuant to this Agreement, shall become the property of City. Subgrantee agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Subgrantee makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Subgrantee in the performance of Subgrantee’s services hereunder.

20. Assignment and Subcontracting. Subgrantee shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance, which may be withheld for any reason or no reason whatsoever. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Subgrantee shall pay its Subgrantee within ten (10) days of receipt of payment by City for work performed by a Subgrantee and billed by the Subgrantee. Use of the term Subgrantee in any other provision of this contract shall not be construed to imply authorization for Subgrantee to use Subgrantees for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Subgrantee’s Subgrantee for purposes of establishing a duty of care between the Subgrantee and City.

Any Subgrantee or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or Subgrantee agreement.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination and Civil Rights Compliance.

(a) During the performance of this Agreement, Subgrantee shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

Subgrantee shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal.

Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the California Board of State and Community Corrections to implement such article. Subgrantee shall permit access by representatives of the Department of Fair Employment and Housing and the Board of State and Community Corrections upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Board shall require to ascertain compliance with this clause.

Subgrantee shall give written notice of its obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)

Subgrantee shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Subgrantee agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to CITY: Sidney Wilson, Project Director
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-4576
[email protected]

If to SUBGRANTEE: Anthony Summers
Healthy Vallejo
1680 Fairgrounds Drive
Vallejo, CA 94589

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California
without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Subgrantee will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Subgrantee may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices,

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Subgrantee agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Subgrantee’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or Subgrantees who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Subgrantee shall treat all records and work product prepared or maintained by Subgrantee in the performance of this Agreement as confidential.

A violation by Subgrantee of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Subgrantee’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Subgrantee agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e- mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Subgrantee hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Subgrantee.

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” with attachments Exhibit D, entitled “Standard Agreement BSCC 910-22,” with attachments

[SIGNATURES ON FOLLOWING PAGE]

Subgrantee Agreement
Healthy Vallejo Community Support Services, Inc.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

Healthy Vallejo Community Support
Services, Inc.,
a California nonprofit public benefit
corporation

By:

Anthony Summers
Executive Director

DATE:

Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By:

Michael Malone
City Manager

DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk

APPROVED AS TO FORM:

Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager

Subgrantee Agreement Page 1 of 5
Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Sidney Wilson
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-8616
[email protected]

The Subgrantee’s Representative for this Agreement is:

Anthony Summers
1748 Tuolumne St., Unit 50
Vallejo, CA 94589
(707) 342-2592
[email protected]

All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Subgrantee’s Representative and City’s Representative.

2. Services to be Provided. The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein.

3. Time for Performance. Subgrantee will perform the services according to the schedule below. If the schedule calls for the services to be performed in phases or discrete increments, Subgrantee shall not proceed from one phase or increment to the next without written authorization from the City’s Representative.

Subgrantee will complete all services by December 31, 2028.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below without written approval of the City Representative. Subgrantee recognizes that the composition of this team was instrumental in the City’s decision to provide the work to Subgrantee and that compelling reasons for substituting these individuals must be demonstrated for t he City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Subgrantee’s obligations under this Agreement and shall be grounds for termination.

Subgrantee Agreement Page 2 of 5
Exhibit A – Scope of Work
Key personnel are as follows: Anthony Summers

5. Project Access. Subgrantee shall ensure that the BSCC, or any authorized representative, will have suitable access to project activities, sites, staff, and documents at all reasonable times during the grant period including those maintained by subcontractors. Access to program records will be made available by both the grantee and the subcontractors for a period of three (3) years following the end of the grant period.

Subgrantee Agreement Page 3 of 5
Exhibit A – Scope of Work

ATTACHMENT 1 TO EXHIBIT A

PROJECT SCOPE AND TASK LIST

Subgrantee will plan, organize and produce the following event:

A. Youth prevention and development strategies will be carried out in partnership with Healthy Vallejo Community Support Services, Inc. organization with the goal to create a sustainable and healthy community for all residents, especially high-risk youth.

B. Proposition 64 Public Health and Safety Program, Cohort 3 City of Vallejo- Youth Prevention and Opportunity Program 7 Healthy Vallejo focus on youth unemployment and undereducation is centered around four (4) key themes to improve quality of life for youth and families; Youth Employment, Green Energy, Earn and Learn, and Learn Without Walls.

C. Healthy Vallejo partners with Mass Movement Mentoring, a youth empowerment organization with long standing successes in youth engagement, to provide wrap-around services with Individual Service Strategies for each young adult leading to gainful employment. Mass Movement Mentoring offers an intensive “Learning in Action” leadership module where young adults develop self-confidence, critical thinking, transforming conflicts into new and healthy relationships and leadership skills for creating positive change.

D. Increase gainful employment opportunities to youth identified with substance related offenses or at-risk for substance abuse
a. Identify and hire at-risk youth annually to conduct targeted clean-up in the community
b. Provide a minimum of 5 youth participants with job training and work experience annually
c. Provide mentors to at-risk youth
d. Conduct pre/post interview/survey with participants for program feedback/quality control
e. At minimum 25 Youth will be able to gain valuable employment and receive job training, work-experience, and earn income over grant term
f. Youth will also have access to life skills training and mentoring g. Expanded collaborative for youth supportive services

Subgrantee Agreement Page 4 of 5
Exhibit A – Scope of Work

Key Deliverables
Organize, Plan and Produce 4-6 Targeted Site Clean-up activities per month:

1. Monthly Targeted Site Clean-up:
a. Conduct Pre-Cleanup site Evaluation
b. Provide Evaluation “Before” photos
c. Provide site Evaluation Report in weekly meetings with Project Manager and Stakeholders.

1. Reporting and Documentation:
a. Maintain detailed records of program activities, including participant progress and outcomes.
b. Prepare regular reports for grant compliance and stakeholder updates. c. Document success stories and lessons learned for future program improvements.
d. Number of Youth Employed
e. Number of Hours youth worked
f. number of Youth in the mentoring service
g. number of targeted areas cleaned up
h. school level data on referrals.

2. Obtain any necessary permits for target site access for any specialized clean up required.

3. Provide s tatus reports of target site clean-up preparations one week prior to cleanup activities

4. Manage total target site cleanup budget.

5. Engage in strategizing, meetings, and negotiations related to City Services and a number of City Departments.

6. Schedule and conduct meetings to plan day-of target site cleanup logistics.

7. Program Initiation
a. Define program objectives aligned with Grant Partners. b. Establish communication channels and collaboration tools with partners. c. Develop a timeline for the grant term.
d. Establish communication channels with Advance Peace for workshops e. Establish communication channels with Club Stride, Inc. to monitor referral and referral data.

Subgrantee Agreement Page 5 of 5
Exhibit A – Scope of Work

8. Youth Employment Initiatives
a. Identify and hire at-risk youth annually for targeted community clean-up. b. Provide reporting updates on recruitment strategy for the hiring process. c. Ensure compliance with employment regulations and guidelines.

9. Job Training and Work Experience
a. Provide a minimum of 5 youth participants with job training and work experience annually.
b. Collaborate with Mass Movement Mentoring for specialized training modules.
c. Evaluate and adjust training programs based on participant feedback.

10. Mentorship Program
a. Develop a mentorship program for at-risk youth.
b. Recruit mentors from Mass Movement Mentoring and other community resources.
c. Establish a structured mentorship framework with clear goals and expectations.

11. Pre/Post Interview/Survey
a. Conduct pre-program interviews/surveys with participants for baseline data.
b. Implement post-program interviews/surveys for feedback and quality control.
c. Analyze and report on the impact of the program on participants.

12. Gainful Employment Opportunities
a. Ensure that a minimum of 25 youth gain valuable employment over the grant term.
b. Monitor and track the progress of each participant in securing gainful employment.
c. Provide ongoing support for participants to maintain employment.

13. Life Skills Training
a. Facilitate access to life skills training for program participants. b. Collaborate with Mass Movement Mentoring to integrate leadership modules.
c. Monitor the effectiveness of life skills training in enhancing participants' personal development.

14. Continuous Improvement
a. Conduct regular assessments of program effectiveness. b. Solicit feedback from participants, mentors, and partners for continuous improvement.
c. Adapt program strategies based on evolving community needs and best practices.

Subgrantee Agreement Page 1 of 3
Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Subgrantee’s Compensation.

A. Services: City agrees to pay Subgrantee, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed four hundred and eighty thousand dollars and zero cents ($480,000.00).

Subgrantee shall notify City in writing no later than thirty (30) days prior to the estimated date when Subgrantee will have billed City the maximum payment amount permitted under this Agreement, and Subgrantee shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Subgrantee for those services set forth in Exhibit A of this Agreement upon satisfactory completion of the services and delivery of the work product as follows:

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Subgrantees set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other persons or contractors to perform said Additional Services.

2. Subgrantee’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or al l Additional Services as the need arises.

Where a fixed fee for Additional Services is established by mutual Agreement between City and Subgrantee, compensation to Subgrantee shall not exceed the fixed fee amount.

2. Subgrantee’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Subgrantee for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

3. Payments to Subgrantee.

Subgrantee Agreement Page 2 of 3
Exhibit B - Compensation
A. Payments to Subgrantee shall be made within a reasonable time after receipt of Subgrantee’s invoice, said payments to be made in proportion to services performed. Subgrantee may request payment on a monthly basis. Subgrantee shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by subgrantee shall be (1) billed on a month to month basis (i.e the first of the month through the end of the month) (2) submitted by email to [email protected] and (3) must contain the following information:

1. Date of Invoice Issuance

2. Sequential Invoice Number

3. Dates of services/service period

4. Social Security Number or Taxpayer Identification Number

5. PO number provided by City of Vallejo

6. Amount of this Invoice (Itemize all Services and Reimbursable Expenses”)

7. Description of services billed under this invoice by task

8. Remaining balance of Prop 64 Allocation

9. Total Billed to Date

C. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Subgrantee for correction. City shall not be responsible for delays in payment to Subgrantee resulting from Subgrantee’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Victoria Grace-Barksdale
Youth Coordinator
City of Vallejo
City Manager’s Office
555 Santa Clara Street
Vallejo, CA 94590
[email protected]

6. Books and Records. Subgrantee shall maintain adequate fiscal and project books, records, documents, and other evidence pertinent to the Subgrantee’s work on the project in accordance with generally accepted accounting principles. Adequate supporting documentation shall be maintained in such detail so as to permit tracing transactions from the invoices to the accounting records, to the supporting documentation. These records shall be maintained for a minimum of three (3) years after the acceptance of the final

Subgrantee Agreement Page 3 of 3
Exhibit B - Compensation
grant project audit under the Grant Agreement (Exhibit D) and shall be subject to examination and/or audit by the BSCC or designees, state government auditors or designees, or by federal government auditors or designees.

The obligations of Subgrantee under this section shall survive this Agreement.

5. Access to Books and Records. Subgrantee shall make such books, records, supporting documentations, and other evidence available to the BSCC or designee, the State Controller’s Office, the Department of General Services, the Department of Finance, California State Auditor, and their designated representatives during the course of the project and for a minimum of three (3) years after acceptance of the final grant project audit. Subgrantee shall provide suitable facilities for access, monitoring, inspection, and copying of books and records related to the grant-funded project.

6. Taxes. Subgrantee shall pay, when and as due, any and all taxes incurred as a result of Subgrantee’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Subgrantee shall provide City with Subgrantee’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Subgrantee Agreement Page 1 of 3
Exhibit C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS

Subgrantee shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Subgrantee, its agents, representatives, or employees or Subgrantees. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proc eeds available to the named Insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Subgrantee under this agreement.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Subgrantee’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Subgrantee shall maintain limits no less than:

A. General Liability: $5,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $100,000 per accident for bodily injury and property damage.

Subgrantee Agreement Page 2 of 3
Exhibit C – Insurance Requirements

C. Workers’ Compensation and Employer's Liability: $1,000,000 per accident for bodily injury or disease. If Subgrantee is not subject to California Workers’ Compensation requirements, Subgrantee shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

3. Deductible and Self-Insured Retention. Any deductibles or self -insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retention as respects the City of Vallejo, its officers, offi cials, employees and volunteers; or the Subgrantee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its elected and appointed officers, officials, employees, agents, contractors and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Subgrantee; products and completed operations of the Subgrantee; premises owned, occupied or used by the Subgrantee; or automobiles owned, leased hired or borrowed by the Subgrantee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its elected and appointed officers, officials, employees, agents , contractors or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo its elected and appointed officers, officials, employees, agents , contractors or volunteers before the City’s own Insurance or self -insurance shall be called upon to protect it as a named insured.

C. For any claims related to this project, the Subgrantee’s insurance coverage shall be primary insurance as respects the City of Vallejo, its elected and appointed officers, officials, employees, agents, contractors and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be in excess of the Subgrantee’s insurance and shall not contribute with it.

D. Any failure to comply with reporting or other provisions of the policies

Subgrantee Agreement Page 3 of 3
Exhibit C – Insurance Requirements
including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

E. The Subgrantee’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

F. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

G. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Subgrantee’s performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Subgrantee shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subgrantees. Subgrantee shall include all subcontractors and employees as insureds under its policies or shall furnish separate certificates and endorsements for each Subgrantee. All coverages for Subgrantees shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Subgrantee of the certificates of insurance and endorsements required herein, are canceled or Subgrantee otherwise ceases to be insured as required herein.

RESOLUTION NO. ______ N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT SUBGRANTEE AGREEMENT WITH HEALTHY VALLEJO, INC. UNDER THE BSCC PROP 64 GRANT NOT TO EXCEED $480,000.00, AUTHORIZE THE CITY MANAGER TO EXECUTE SAME AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2023-2024 BUDGET WHEREAS, the Board of State and Community Corrections offers various programs to assist with law enforcement efforts, fire protection efforts, or other local projects addressing public health and safety associated with the implementation of the Control, Regulate and Tax Adult Use of Marijuana Act (AUMA); and
WHEREAS, the City of Vallejo desires to participate in the Proposition 64 Public Health and Safety Grant Program funded through the California State and Local Government Law Enforcement Account and administered by the Board of State and Community Corrections; and WHEREAS, the City applied for a Proposition 64 grant under the BSCC and was awarded up to $1,424,000 with no matching funding required; and
WHEREAS, Healthy Vallejo Community Support Services was selected as an implementing partner in August 2023 due to their evidence-driven programming and positive youth outcomes within the Vallejo community. Their "Youth Employment and Delinquency Prevention Program" allows young people to gain employment in the field of green jobs, waste management, landscaping and beautification.

NOW, THEREFORE BE IT RESOLVED, the City Council hereby approves the Proposition 64 Public Health & Safety Grant Subgrantee Agreement with Healthy Vallejo in an amount not to exceed $480,000 during the full term of the grant and authorizes the City Manager to execute same.

BE IT FURTHER RESOLVED, that the grant funds received hereunder shall not be used to supplant expenditures controlled by this body.

BE IT FURTHER RESOLVED, that the City of Vallejo agrees to abide by the terms and conditions of the grant agreement between BSCC and the City.

BE IT FURTHER RESOLVED, that the City Council hereby gives notice of its intent to amend the FY 23-24 budget to recognize the receipt and expenditure of the grant funds.

Adopted by the City Council of the City of Vallejo at a regular meeting held on June 27, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________

ROBERT MCCONNEL, MAYOR
ATTEST:
_________________________________

DAWN ABRAHAMSON, CITY CLERK

STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES SCO ID: 5227-BSCC91022 STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER (If Applicable) STD 213 (Rev 03/2019) BSCC 910-22 BSCC-5227

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME

BOARD OF STATE AND COMMUNITY CORRECTIONS

CONTRACTOR NAME

CITY OF VALLEJO

2. The term of this Agreement is:

START DATE
MAY 1, 2023

THROUGH END DATE
OCTOBER 31, 2028

3. The maximum amount of this Agreement is:
$1,424,000.00

4. The parties agree to comply with the terms and conditions of the following exhibits and attachments, which are by this reference made a part of the Agreement.

EXHIBITS TITLE PAGES
Exhibit A Scope of Work 4
Exhibit B Budget Detail and Payment Provisions 5
Exhibit C General Terms and Conditions (04/2017) 4
Exhibit D

Special Terms and Conditions 5
Attachment 1* Proposition 64 Public Health & Safety (Prop 64 PH&S) Grant Request for Proposals * Attachment 2 Proposition 64 PH&S Grant Program Cohort 3 Application for Funding 26 Appendix A Proposition 64 PH&S Grant Program Cohort 3 Scoring Panel Roster 1 Appendix B

Criteria for Non-Governmental Organizations Receiving BSCC Funds (attached separately)

2 * This item is hereby incorporated by reference and can be viewed at:
http://www.bscc.ca.gov/proposition-64-public-health-safety-grant-program/ IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.)

CITY OF VALLEJO

CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
555 Santa Clara Street #3 Vallejo CA 94590

PRINTED NAME OF PERSON SIGNING TITLE
MICHAEL MALONE City Manager

CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED


STATE OF CALIFORNIA

CONTRACTING AGENCY NAME

BOARD OF STATE AND COMMUNITY CORRECTIONS

CONTRACTING AGENCY ADDRESS CITY STATE ZIP
2590 Venture Oaks Way, Ste 200 Sacramento CA 95833

PRINTED NAME OF PERSON SIGNING TITLE
RICARDO GOODRIDGE Deputy Director

CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL: EXEMPT PER SCM, VOLUME 1, CH. 4.06

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B 8/8/2023
City of Vallejo
BSCC 910-22

EXHIBIT A

SCOPE OF WORK

1. GRANT AGREEMENT – Proposition 64 Public Health & Safety Grant This Grant Agreement is between the State of California, Board of State and Community Corrections (hereafter referred to as BSCC) and City of Vallejo (hereafter referred to as the Grantee).

2. PROJECT SUMMARY AND ADMINISTRATION
A. The Prop 64 PH&S Grant Program is funded by a portion of tax revenue generated from the cultivation and retail sale of legal adult -use cannabis or cannabis products. $150,000,000 is available from the combination of the Fiscal Year 2023-24 State Budget appropriation and prior fiscal year Budget Act appropriations for local assistance grants for the Proposition 64 Public Health and Safety (Prop 64 PH&S) Cohort 3 Grant Program, administered by the BSCC.

The purpose of this grant program is to fund projects that assist with law enforcement efforts, fire protection efforts, or other local projects addressing public health and safety associated with the implementation of the Control, Regulate and Tax Adult Use of Marijuana Act (AUMA)

B. Grantee agrees to administer the project in accordance with Attachment 1: Proposition 64 PH&S Grant Program Cohort 3 Request for Proposals (incorporated by reference) and Attachment 2: Proposition 64 PH&S Grant Program Cohort 3 Application for Funding which is attached and hereto and made part of this agreement.

3. PROJECT OFFICIALS
A. The BSCC's Executive Director or designee shall be the BSCC's representative for administration of the Grant Agreement and shall have authority to make determinations relating to any controversies that may arise under or regarding the interpretation, performance, or payment for work performed under this Grant Agreement.

B. The Grantee’s project officials shall be those identified as follows:

Authorized Officer with legal authority to sign:

Name: Michael Malone
Title: City Manager
Address: 555 Santa Clara Street #3, Vallejo, Ca, 94590
Phone: 707-648-4576
Email:

[email protected]
DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT A

SCOPE OF WORK

Designated Financial Officer authorized to receive warrants:

Name: Calvin Cho
Title: Deputy Finance Director
Address: 555 Santa Clara Street #3, Vallejo, Ca, 94590
Phone: 707-648-5412
Email: [email protected]

Project Director authorized to administer the project:

Name: Sidney Wilson
Title: Administrative Analyst II
Address: 555 Santa Clara Street #3, Vallejo, Ca, 94590
Phone: 731-343-4405
Email: [email protected]

C. Either party may change its project representatives upon written notice to the other party.

D. By signing this Grant Agreement, the Authorized Officer listed above warrants that they have full legal authority to bind the entity for which they sign.

4. DATA COLLECTION
Grantees will be required to comply with all data collection and reporting requirements as described in Attachment 1: Prop 64 PH&S Grant Program Cohort 3 Request for Proposals and Attachment 2: Proposition 64 PH&S Grant Program Cohort 3 Application for Funding.

5. REPORTING REQUIREMENTS
A. Grantee will submit quarterly progress reports in a format prescribed by the BSCC. These reports, which will describe progress made on program objectives and include required data, shall be submitted according to the following schedule:

Progress Report Periods Due no later than:

1. May 1, 2023 to June 30, 2023 August 15, 2023

2. July 1, 2023 to September 30, 2023 November 15, 2023

3. October 1, 2023 to December 31, 2023 February 15, 2024

4. January 1, 2024 to March 31, 2024 May 15, 2024

5. April 1, 2024 to June 30, 2024 August 15, 2024

6. July 1, 2024 to September 30, 2024 November 15, 2024

7. October 1, 2024 to December 31, 2024 February 15, 2025

8. January 1, 2025 to March 31, 2025 May 15, 2025

9. April 1, 2025 to June 30, 2025 August 15, 2025

10. July 1, 2025 to September 30, 2025 November 15, 2025 DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT A

SCOPE OF WORK

11. October 1, 2025 to December 31, 2025 February 15, 2026

12. January 1, 2026 to March 31, 2026 May 15, 2026

13. April 1, 2026 to June 30, 2026 August 15, 2026

14. July 1, 2026 to September 30, 2026 November 15, 2026

15. October 1, 2026 to December 31, 2026 February 15, 2027

16. January 1, 2027 to March 31, 2027 May 15, 2027

17. April 1, 2027 to June 30, 2027 August 15, 2027

18. July 1, 2027 to September 30, 2027 November 15, 2027

19. October 1, 2027 to December 31, 2027 February 15, 2028

20. January 1, 2028 to March 31, 2028 May 15, 2028

21. April 1, 2028 to April 30, 2028 June 15, 2028

Note: Service delivery period ends April 30 , 2028. The period of May 1, 2028 to October 31, 2028 is for completion of Local Evaluation Report and financial audit only.

B. Evaluation Documents Due no later than:

1. Local Evaluation Plan September 30, 2023

2. Final Local Evaluation Report October 31, 2028

C. Other Due no later than:

Financial Audit October 31, 2028

Grantees shall submit all other reports and data as required by the BSCC.

6. PROJECT RECORDS
A. The Grantee shall establish an official file for the project. The file shall contain adequate documentation of all actions taken with respect to the project, including copies of this Grant Agreement, approved program/budget modifications, financial records and required reports.

B. The Grantee shall establish separate accounting records and maintain documents and other evidence sufficient to properly reflect the amount, receipt, and disposition of all project funds, including grant funds and any matching funds by the Grantee and the total cost of the project. Source documentation includes copies of all awards, applications, approved modifications, financial records, and narrative reports.

C. Personnel and payroll records shall include the time and attendance reports for all individuals reimbursed under the grant, whether they are employed full-time or part-time.

Time and effort reports are also required for all subcontractors and consultants.

D. The grantee shall maintain documentation of donated goods and/or services, including the basis for valuation.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT A

SCOPE OF WORK

E. Grantee agrees to protect records adequately from fire or other damage. When records are stored aw ay from the Grantee’s principal office, a written index of the location of records stored must be on hand and ready access must be assured.

F. All Grantee records relevant to the project must be preserved a minimum of three (3) years after closeout of the gr ant project and shall be subject at all reasonable times to inspection, examination, monitoring, copying, excerpting, transcribing, and auditing by the BSCC or designees. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the records must be retained until the completion of the action and resolution of all issues which arise from it or until the end of the regular three-year period, whichever is later.

7. CONFLICT OF INTEREST
A. Existing law prohibits any grantee, subgrantee, partner or like party who participated on the Prop 64 PH&S Cohort 3 Scoring Panel (See Appendix A) from receiving funds awarded under the Prop 64 PH&S Cohort 3 RFP. Applicants who are awarded grants under this RFP are responsible for reviewing the Prop 64 PH&S Cohort 3 Scoring Panel membership roster (see Appendix A) and ensuring that no grant dollars are passed through to any entity represented by the members of the Prop 64 PH&S Cohort 3 Scoring Panel.

B. In cases of an actual conflict of interest with a Prop 64 PH&S Cohort 3 Scoring Panel member, the Board may revoke the grant award and legal consequences could exist for the parties involved, including, but not limited to, repayment of the grant award.

8. FINANCIAL AUDIT
Grantees are required to provide the BSCC with a financial audit no later than the end of the contract term, October 31, 2028. The financial audit shall be performed by a Certified Public Accountant or a participating county or city auditor that is organizationally independent from the participating county’s or city’s project financial management functions. Expenses for this final audit may be reimbursed for actual costs up to $25,000.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. INVOICING AND PAYMENTS
A. The Grantee shall be paid quarterly in arrears by submitting an invoice (Form 201) to the BSCC that outlines actual expenditures claimed for the invoicing period.

Quarterly Invoicing Periods: Due No Later Than:

1. May 1, 2023 to June 30, 2023 August 15, 2023

2. July 1, 2023 to September 30, 2023 November 15, 2023

3. October 1, 2023 to December 31, 2023 February 15, 2024

4. January 1, 2024 to March 31, 2024 May 15, 2024

5. April 1, 2024 to June 30, 2024 August 15, 2024

6. July 1, 2024 to September 30, 2024 November 15, 2024

7. October 1, 2024 to December 31, 2024 February 15, 2025

8. January 1, 2025 to March 31, 2025 May 15, 2025

9. April 1, 2025 to June 30, 2025 August 15, 2025

10. July 1, 2025 to September 30, 2025 November 15, 2025

11. October 1, 2025 to December 31, 2025 February 15, 2026

12. January 1, 2026 to March 31, 2026 May 15, 2026

13. April 1, 2026 to June 30, 2026 August 15, 2026

14. July 1, 2026 to September 30, 2026 November 15, 2026

15. October 1, 2026 to December 31, 2026 February 15, 2027

16. January 1, 2027 to March 31, 2027 May 15, 2027

17. April 1, 2027 to June 30, 2027 August 15, 2027

18. July 1, 2027 to September 30, 2027 November 15, 2027

19. October 1, 2027 to December 31, 2027 February 15, 2028

20. January 1, 2028 to March 31, 2028 May 15, 2028

21. April 1, 2028 to April 30, 2028 June 15, 2028

Final Invoicing Periods*: Due no later than:

1. May 1, 2028 to June 30, 2028 August 15, 2028

2. July 1, 2028 to October 31, 2028 December 15, 2028

*Note: Service delivery period ends April 30 , 2028. The period of May 1, 2028 to October 31, 2028 is for completion of Local Evaluation Report and financial audit only.

B. All grant project expenditures (excluding costs associated with the completion of the Final Local Evaluation Report and the financial audit) must be incurred by the end of the grant project service period, April 30, 2028, and included on the final invoice DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

due no later than June 15, 2028. Project costs incurred after April 30, 2028 will not be reimbursed/eligible for contribution.

C. The Final Local Evaluation Report is due to BSCC by October 31, 2028 .

Expenditures incurred solely for the completion of the Final Local Evaluation Report during the period of May 1, 2028 to October 31, 2028 must be submitted during the Final Expenditure Periods, with the final invoice due no later than December 15, 2028. Supporting fiscal documentation will be required for all expenditures claimed during the Final Invoicing Periods and must be submitted with the final invoice.

D. The financial audit is due to BSCC by October 31, 2028. Expenditures incurred solely for the completion of the financial audit during the period of May 1, 2028 to October 31, 2028 must be submitted during the Final Expenditure Periods, with the final statement of expenditure due no later than December 15, 2028. Supporting fiscal documentation will be required for all expenditures claimed during the Final Invoicing Periods and must be submitted with the final invoice.

E. Grantee shall submit an invoice to the BSCC each invoicing period, even if grant funds are not expended or requested during the invoicing period.

F. Supporting documentation must be submitted for expenditures upon BSCC’s request. All supporting documentation must be maintained by the grantee on site and be readily available for review during BSCC site visits.

2. GRANT AMOUNT AND LIMITATION
A. In no event shall the BSCC be obligated to pay any amount in excess of the grant award. Grantee waives any and all claims against the BSCC, and the State of California on account of project costs that may exceed the sum of the grant award.

B. Under no circumstance will a budget item change be authorized that would cause the project to exceed the amount of the grant award identified in this Grant Agreement.

3. BUDGET CONTINGENCY CLAUSE
A. This grant agreement is valid and enforceable only if sufficient funds are made available through the Proposition 64 Initiative (the Control, Regulate and Tax Adult Use of Marijuana Act) via the State and Local Government Law Enforcement Account. On or before July 15th of each fiscal year, the State Controller shall deposit funds derived from Proposition 64 taxes into the State and Local Government Law Enforcement Account pursuant to Revenue and Taxation Code section 34019, subdivision (f)(3). The grantee agrees that the BSCC’s obligation to pay any sum to the grantee under any provision of this agreement is contingent upon the availability DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

of sufficient funding made available to the BSCC pursuant to Revenue and Taxation Code section 34019, subdivision (f)(3)(C).

B. If Prop 64 PH&S funding is reduced or falls below estimates contained within the Prop 64 PH&S Request for Proposals Cohort 3, the BSCC shall have the option to either cancel this Grant Agreement with no liability occurring to the BSCC or offer an amendment to this agreement to the Grantee to reflect a reduced amount.

C. If BSCC cancels the agreement pursuant to Paragraph 3(B) or Grantee does not agree to an amendment in accordance with the option provided by Paragraph 3(B), it is mutually agreed that the Grant Agreement shall have no further force and effect.

In this event, the BSCC shall have no liability to pay any funds whatsoever to Grantee or to furnish any other considerations under this Agreement and Grantee shall not be obligated to perform any provisions of this Grant Agreement except that Grantee shall be required to maintain all project records required by Paragraph 6 of Exhibit A for a period of three (3) years following the termination of this agreement.

4. PROJECT COSTS
A. Grantee is responsible for ensuring that actual expenditures are for eligible project costs. “Eligible” and “ineligible” project costs are set forth in the July 2020 BSCC Grant Administration Guide, which can be found under Quick Links here:
https://www.bscc.ca.gov/s_correctionsplanningandprograms/

The provisions of the BSCC Grant Administration Guide are incorporated by reference into this agreement and Grantee shall be responsible for adhering to the requirements set forth therein. To the extent any of the provisions of the BSCC Grant Administration Guide and this agreement conflict, the language in this agreement shall prevail.

B. Grantee is responsible for ensuring that statements of expenditures submitted to the BSCC claim actual expenditures for eligible project costs.

C. Grantee shall, upon demand, remit to the BSCC any grant funds not expended for eligible project costs or an amount equal to any grant funds expended by the Grantee in violation of the terms, provisions, conditions , or commitments of this Grant Agreement.

D. Grant funds must be used to support new program activities or to augment existing funds that expand current program activities. Grant funds shall not replace (supplant) any federal, state and/or local funds that have been appropriated for the same purpose. Violations can result in recoupment of monies provided under this grantor suspension of future program funding through BSCC grants.

5. PROMPT PAYMENT CLAUSE
Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

6. WITHHOLDING OF GRANT DISBURSEMENTS
A. The BSCC may withhold all or any portion of the grant funds provided by this Grant Agreement in the event the Grantee has materially and substantially breached the terms and conditions of this Grant Agreement.

B. At such time as the balance of state funds allocated to the Grantee reaches five percent (5%), the BSCC may withhold that amount as security, to be released to the Grantee upon compliance with all grant provisions, including:
1) submittal and approval of the final invoice;
2) submittal and approval of the final progress report; and 3) submittal and approval of any additional required reports, including but not limited to the Final Local Evaluation Report and the financial audit.

C. The BSCC will not approve grantee expenditures for costs identified as ineligible for grant funding. If grant funds have been provided for costs subsequently deemed ineligible, the BSCC may either withhold an equal amount from future payments to the Grantee or require repayment of an equal amount to the State by the Grantee.

D. In the event that grant funds are withheld from the Grantee, the BSCC’s Executive Director or designee shall notify the Grantee of the reasons for withholding and advise the Grantee of the time within which the Grantee may remedy the failure or violation leading to the withholding.

7. EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS

On March 4, 2022, Governor Gavin Newsom issued Executive Order N -6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited t ransactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

8. PROJECT BUDGET
Budget Line Items Grant Funds

1. Salaries and Benefits $550,000

2. Services and Supplies $1,000

3. Professional Services $18,000

4. Non-Governmental Organization (NGO) Subcontracts $780,000

5. Indirect Costs / Administrative Overhead
(may not exceed 10% of grant award) $0

6. Equipment / Fixed Assets $50,000

7. Data Collection / Enhancement $5,000

8. Program Evaluation $10,000

9. Sustainability Planning $0

10. Other (include travel & training costs) $0

11. Financial Audit $10,000
TOTALS $1,424,000

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT C

GENERAL TERMS AND CONDITIONS

General Terms and Conditions – GTC 04/2017

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained.

2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement i s binding on any of the parties.

3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.

4. AUDIT: Contractor agrees that the awarding department , the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to al low interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and hold harmless the State, its officers, agents and employees from any and all claims and losses accruing or r esulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement.

6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.

7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT C

GENERAL TERMS AND CONDITIONS

8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.

9. RECYCLING CERTIFICATION: The Contractor shall certify in w riting under penalty of perjury, the minimum, if not exact, percentage of post -consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractor s shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractor s shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 (
https://www.dgs.ca.gov/OLS/Resources/Page-
Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language) are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this Agreement.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT C

GENERAL TERMS AND CONDITIONS

13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below.

A. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
2) "Public purchasing body" means the State or the s ubdivision or agency making a public purchase. Government Code Section 4550.

B. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid.

Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552.

C. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553.

D. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT C

GENERAL TERMS AND CONDITIONS

A. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
B. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Devel opment Department.

17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:

A. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Gov. Code § 14841.)
B. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)

20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).) DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. GRANTEE’S GENERAL RESPONSIBILITY
A. Grantee agrees to comply with all terms and conditions of this Grant Agreement. Review and approval by the BSCC are solely for the purpose of proper administration of grant funds and shall not be deemed to relieve or restrict the Grantee’s responsibility.

B. Grantee is responsible for the performance of all project activities identified in Attachment 1: Proposition 64 PH&S Cohort 3 Grant Program Cohort 3 Request for Proposals and Attachment 2: Proposition 64 PH&S Grant Program Cohort 3 Application for Funding.

C. Grantee shall immediately advise the BSCC of any significant problems or changes that arise during the course of the project.

D. Grantee shall immediately notify the BSCC if there is change in circumstances so that grantee no longer meets the eligibility cri teria of the Proposition 64 PH&S Cohort 3 Program Request for Proposals. Grantee must immediately notify the BSCC if there is a change in grantee’s nonprofit status or loss of good standing in the State of California (e.g., suspension or rescission of leg al status by the Secretary of State for any reason, including but not limited to, failing to file forms, paying required fees, or making tax payments).

2. GRANTEE ASSURANCES AND COMMITMENTS
A. Compliance with Laws and Regulations
This Grant Agreement is gov erned by and shall be interpreted in accordance with the laws of the State of California. Grantee shall at all times comply with all applicable State laws, rules and regulations, and all applicable local ordinances.

B. Fulfillment of Assurances and Declarations
Grantee shall fulfill all assurances, declarations, representations, and statements made by the Grantee in Attachment 1: Proposition 64 PH&S Grant Program Cohort 3 Request for Proposal and Attachment 2: Proposition 64 PH&S Grant Program Cohort 3 Application for Funding, documents, amendments, approved modifications, and communications filed in support of its request for grant funds.

C. Permits and Licenses
Grantee agrees to procure all permits and licenses necessary to complete the project, pay all charges and fees, and give all notices necessary or incidental to the due and lawful proceeding of the project work.

3. POTENTIAL SUBCONTRACTORS

A. In accordance with the provisions of this Grant Agreement, the Grantee may subcontract for services needed to implement and/or support program activities. Grantee agrees that in the event of any inconsistency between this Grant Agreement and Grantee’s agreement with a subcontractor, the language of this Grant Agreement will prevail.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

B. Nothing contained in this Grant Agreement or otherwise, shall create any contractual relation between the BSCC and any subcontractors, and no subcontract shall relieve the Grantee of his responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the BSCC for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee's obligation to pay its subcontractors is an independent obligation from the BSCC's obligation to make payments to the Grantee. As a result, the BSCC shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

C. Grantee shall ensure that all subcontractors comply with the eligibility requirements stated in the Prop 64 PH&S Grant Cohort 3 RFP and described in Appendix B.

D. Grantee assures that for any subcontract awarded by the Grantee, such insurance and fidelity bonds, as is customary and appropriate, will be obtained.

E. Grantee agrees to place appropriate language in all subcontracts for work on the project requiring the Grantee’s subcontractors to:
1) Books and Records
Maintain adequate fiscal and project books, records, documents, and other evidence pertinent to the subcontractor’s work on the project in accordance with generally accepted accounting principles. Adequate supporting documentation shall be maintained in such detail so as to permit tracing transactions from the invoices, to the accounting records, to the supporting documentation. These records shall be maintained for a minimum of three (3) years after the acceptance of the final grant project audit under the Grant Agreement, and shall be subject to examination and/or audit by the BSCC or designees, state government auditors or designees, or by federal government auditors or designees.
2) Access to Books and Records
Make such books, records, supporting documentations, and other evidence available to the BSCC or designee, the State Controller’s Office, the Department of General Services, the Department of Finance, California State Auditor, and their designated representatives during the course of the project and for a minimum of three (3) years after acceptance of the final grant project audit. The Subcontractor shall provide suitable facilities for access, monitoring, inspection, and copying of books and records related to the grant-funded project.

4. PROJECT ACCESS

Grantee shall ensure that the BSCC, or any authorized representative, will have suitable access to project activities, sites, staff and documents at all reasonable times during the grant period including those maintained by subcontractors. Access to program records will be made available by both the grantee and the subcontractors for a period of three (3) years following the end of the grant period.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

5. ACCOUNTING AND AUDIT REQUIREMENTS

A. Grantee agrees that accounting procedures for grant funds received pursuant to this Grant Agreement shall be in accordance with generally accepted government accounting principles and practices, and adequate supporting documentation shall be maintained in such detail as to provide an audit trail. Supporting documentation shall permit the tracing of transactions from such documents to relevant accounting records, financial reports and invoices.

B. Grantees are required to provide the BSCC with a financial audit within no later than the end of the contract term (October 31, 2028 ). The financial audit shall be performed by a Certified Public Accountant or a participating county or city auditor that is organizationally independent from the participating county’s or city’s project financial management functions. Expenses for this final audit may be reimbursed for actual costs up to $25,000.

C. The BSCC reserves the right to call for a program or financial audit at any time between the execution of this Grant Agreement and three years following the end of the grant period. At any time, the BSCC may disallow all or part of the cost of the activity or action determined to not be in compliance with the terms and conditions of this Grant Agreement or take other remedies legally available.

6. DEBARMENT, FRAUD, THEFT OR EMBEZZLEMENT
It is the policy of the BSCC to protect grant funds from unreasonable risks of fraudulent, criminal, or other improper use. As such, the Board will not enter into contracts or provide reimbursement to grantees that have been:

1. debarred by any federal, state, or local government entities during the period of debarment; or

2. convicted of fraud, theft, or embezzlement of federal, state, or local government grant funds for a period of three years following conviction.

Furthermore, the BSCC requires grant recipients to provide an assurance that there has been no applicable debarment, disqualification, suspension, or removal from a federal, state, or local grant program on the part of the grantee at the time of application and that the grantee will immediately notify the BSCC should such debarment or conviction occur during the term of the Grant contract.

BSCC also requires that all grant recipients include, as a condition of award to a subgrantee or subcontractor, a requirement that the subgrantee or subcontractor will provide the same assurances to the grant recipient. If a grant recipient wishes to consider a subgrantee or subcontractor that has been debarred or convicted, the grant recipient must submit a written request for exception to the BSCC along with supporting documentation.

All Grantees must have on file with the BSCC a completed and signed Certification of Compliance with BSCC Policies on Debarment, Fraud, Theft and Embezzlement (Required as Appendix F of the original Proposal Package).

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

7. MODIFICATIONS
No change or modification in the project will be permitted without prior written approval from the BSCC. Changes may include modification to project scope, changes to performance measures, compliance with collection of data elements, and other significant changes in the budget or program components contained in the Attachment 1: Proposition 64 PH&S Grant Program Cohort 3 Request for Proposals and Attachment 2: Proposition 64 PH&S Grant Program Cohort 3 Application for Funding. Changes shall not be implemented by the project until authorized by the BSCC.

8. TERMINATION
A. This Grant Agreement may be terminated by the BSCC at any time after grant award and prior to completion of project upon action or inaction by the Grantee that constitutes a material and substantial breech of this Grant Agreement. Such action or inaction includes but is not limited to:
1) substantial alteration of the scope of the grant project without prior written approval of the BSCC;
2) refusal or inability to complete the grant project in a manner consistent with Attachment 1: Proposition 64 PH&S Grant Program Cohort 3 Request for Propos als and Attachment 2: Proposition 64 PH&S Grant Program Cohort 3 Application for Funding, or approved modifications;
3) failure to meet prescribed assurances, commitments, recording, accounting, auditing, and reporting requirements of the Grant Agreement; and
4) if grantee no longer meets the criteria of an eligible applicant. A grantee no longer meets the criteria of an eligible applicant if grantee’s nonprofit status changes or grantee is no longer in good standing with the State of California. A loss of good standing may include suspension or rescission of legal status by the California Secretary of State for any reason, including but not limited to, failing to file forms, pay required fees, or making tax payments.

B. Prior to terminating the Grant Agreement under this provision, the BSCC shall provide the Grantee at least 30 calendar days written notice stating the reasons for termination and effective date thereof. The Grantee may appeal the termination decision in accordance with the instructions listed in Exhi bit D: Special Terms and Conditions, Number 9.

Settlement of Disputes.

9. SETTLEMENT OF DISPUTES
A. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, the Grantee shall submit to the BSCC Corrections Planning and Grant Programs Division Deputy Director a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Grant Agreement. Grantee’s written demand shall be fully supported by factual DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

information. The BSCC Corrections Planning and Grant Programs Division D eputy Director shall have 30 days after receipt of Grantee’s written demand invoking this Section “Disputes” to render a written decision. If a written decision is not rendered within 30 days after receipt of the Grantee’s demand, it shall be deemed a deci sion adverse to the Grantee’s contention. If the Grantee is not satisfied with the decision of the BSCC Corrections Planning and Grant Programs Division Deputy Director, the Grantee may appeal the decision, in writing, within 15 days of its issuance (or the expiration of the 30- day period in the event no decision is rendered), to the BSCC Executive Director, who shall have 45 days to render a final decision. If the Grantee does not appeal the decision of the BSCC Corrections Planning and Grant Programs Divi sion Deputy Director, the decision shall be conclusive and binding regarding the dispute and the Contractor shall be barred from commencing an action in court, or with the Victims Compensation Government Claims Board, for failure to exhaust Grantee’s administrative remedies.

B. Pending the final resolution of any dispute arising under, related to or involving this Grant Agreement, Grantee agrees to diligently proceed with the performance of this Grant Agreement, including the providing of services in accordance with the Grant Agreement.

Grantee’s failure to diligently proceed in accordance with the State’s instructions regarding this Grant Agreement shall be considered a material breach of this Grant Agreement.

C. Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Executive Director, if an appeal was made. If the Executive Director fails to render a final decision within 45 days after receipt of the Grantee’s appeal for a final decision, it shall b e deemed a final decision adverse to the Grantee’s contentions. The State’s final decision shall be conclusive and binding regarding the dispute unless the Grantee commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later.

D. The dates of decision and appeal in this section may be modified by mutual consent, as applicable, excepting the time to commence an action in a court of competent jurisdiction.

10. WAIVER
The parties hereto may waive any of their rights under this Grant Agreement unless such waiver is contrary to law, provided that any such waiver shall be in writing and signed by the party making such waiver.

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B

City of Vallejo
BSCC 910-22

APPENDIX A
PROPOSITION 64 PH&S GRANT PROGRAM COHORT 3

SCORING PANEL ROSTER

Name Title Organization
1 Guillermo Viera Rosa
(Chair)
BSCC Board Member
Director, Div. of Adult
Parole
CA Department of Corrections
and Rehabilitation
2 Devin Gray Policy Research Department of Cannabis Control – Policy and Research Division
3 Jim Keddy Director Youth Forward
4 Ata Khan Planning Manager City of Pomona – Development Services
5 Charles Smith Commander Department of Cannabis Control – Law Enforcement Division
6 America Velasco Pre-Trial Services
Coordinator Solano County Superior Court
DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B City of Vallejo
BSCC 910-22

APPENDIX B

CRITERIA FOR NON-GOVERNMENTAL ORGANIZATIONS RECEIVING
PROPOSITION 64 PUBLIC HEALTH AND SAFETY GRANT FUNDS

The Proposition 64 Public Health and Safety (Prop 64 PH&S) Grant Program Cohort 3 Request for Proposals (RFP) includes requirements that apply to non- governmental, community-based organizations. Grantees are responsible for ensuring that all contracted third parties continually meet these requirements as a condition of receiving Prop 64 PH&S Cohort 3 funds. The RFP describes these requirements as follows:

The Prop 64 PH&S Grant Program Cohort 3 RFP includes requirements that apply to non-governmental organizations that receive funds under this grant. All grantees are responsible for ensuring that a ny contracted third parties continually meet these requirements as a condition of receiving Prop 64 PH&S Grant Program Cohort 3 f unds.

The RFP describes these requirements as follows.

Any non-governmental organization that receives Prop 64 PH&S Grant Program Cohort 3 funds (as either subgrantee or subcontractor) must:

• Have been duly organized, in existence, and in good standing for at least six months prior to the effective date of its fiscal agreement (i.e., December 1, 2022) with the BSCC or with the Prop 64 PH&S grantee. Non-governmental entities that have recently reorganized or have merged with other qualified non- governmental entities that were in existence prior to the six-month date are also eligible, provided all necessary agreements have been executed and filed with the California Secretary of State prior to the start date of the grant agreement with the BSCC or the start date of the grantee-subcontractor fiscal agreement. • Be registered with the California Secretary of State’s Office, if applicable; • Have a valid business license, Employer Identification Number (EIN), and/or Taxpayer ID (if sole proprietorship);
• Have any other state or local licenses or certifications necessary to provide the services requested (e.g., facility licensing by the Department of Health Care Services), if applicable; and
• Have a physical address.

Non-Governmental Organizations (NGOs) include: community -based organizations (CBOs), faith-based organizations (FBOs), nonprofit organizations/501(c)(3)s, evaluators (except government institutions such as universities), grant management companies and any other non- governmental agency or individual. Note: These criteria do not apply to government organizations (e.g., counties, cities, school districts, etc.).

DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B

City of Vallejo
BSCC 910-22

APPENDIX B

CRITERIA FOR NON-GOVERNMENTAL ORGANIZATIONS RECEIVING
PROPOSITION 64 PUBLIC HEALTH AND SAFETY GRANT FUNDS

In the table below, provide the name of the Grantee and list all contracted parties.

Grantee: City of Vallejo

Grantees are required to update this list and submit it to BSCC any time a new third-party contract is executed after the initial assurance date. Grantees shall retain (on- site) applicable source documentation for each contracted party that verifies compliance with the requirements listed in the Prop 64 PH&S Grant Program Cohort 3 RFP. These records will be subject to the records and retention language found in Appendices A and C of the Standard Agreement.

The BSCC will not disburse or reimbu rse for costs incurred by any third party that does not meet the requirements listed above and for which the BSCC does not have a signed grantee assurance on file.

A signature below is an assurance that all requirements listed above have been met.

AUTHORIZED SIGNATURE
(This document must be signed by the person who is authorized to sign the Grant Agreement.)

NAME OF AUTHORIZED OFFICER TITLE TELEPHONE

STREET ADDRESS CITY STATE ZIP CODE

EMAIL ADDRESS

SIGNATURE (Blue Ink Only or E-signature) DATE
x

Name of Contracted Party Address Email / Phone Meets All Requirements
Yes ☐ No ☐
Yes ☐ No ☐
Yes ☐ No ☐
Yes ☐ No ☐
707-648-4576
555 Santa Clara Street
[email protected]
Michael Malone
CA
City Manager
94590Vallejo
DocuSign Envelope ID: A570BA8C-38C1-42B6-855A-42A208C1942B 8/8/2023
CONSENT CALENDAR 8.G.

DATE: February 13, 2024
TO: Mayor and Members of the City Council
FROM: Terrance Davis, Assistant CIty Manager
Sidney Wilson, Administrative Analyst II
Victoria Grace, Youth Services Coordinator
SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT SUBGRANTEE AGREEMENT WITH CLUB STRIDE, INC. UNDER THE BSCC PROP 64 GRANT NOT TO EXCEED $234,000.00, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2023-2024 BUDGET

RECOMMENDATION
Adopt a resolution of the City Council of The City of Vallejo Approving the Proposition 64 Public Health & Safety Grant Subgrantee Agreement With Club Stride, Inc. under the BSCC Prop 64 Grant Not to Exceed $234,000.00, Authorize the City Manager to Execute Same and Providing Notice of Intent to Amend the Fiscal Year 2023-2024 Budget

REASONS FOR RECOMMENDATION
Vallejo City Council identified Youth as a multi-year priority. Club Stride is a vital player in the execution of this grant as a project manager and to implement programming towards positive youth outcomes. The federal government requires the City to expend its Prop 64 Program funds in compliance with their direction and in a timely manner. If the City fails to do so, these funds are recaptured. BSCC has approved of Club Stride's involvement.

BACKGROUND AND DISCUSSION
Legislative History
The Board of State and Community Corrections (BSCC) was established in statute effective July 1, 2012, to serve as an independent body providing leadership and technical assistance to the adult and juvenile criminal justice systems.

Further, the Revenue and Taxation Code, Section 34019, subd. (f)(3)(C) states the BSCC will provide grant funds to local governments that assist with law enforcement, fire protection, or other local programming to address public health and safety associated with the implementation of the Control, Regulate, and Tax Adult Use of Marijuana Act.

Prop 64 Grant Scope
The purpose of this program is to support projects that assist with law enforcement efforts, fire protection efforts, or other local projects that address public health and safety associated with the implementation of the Control, Regulate, and Tax Adult Use of Marijuana Act (AUMA). Funding will support the implementation of new activities, strategies, or programs, or the expansion of existing activities, strategies, or programs that address one or more of the following project purpose areas (PPAs):
• Youth development/youth prevention and intervention: funding will support youth development programs that are designed to improve the lives of children and adolescents and/or youth prevention and intervention programs that

Date: February 13, 2024
Subject: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT SUBGRANTEE
AGREEMENT WITH CLUB STRIDE, INC. UNDER THE BSCC PROP 64 GRANT NOT TO EXCEED $234,000.00, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2023- 2024 BUDGET

prevent youth substance use and addiction and/or intervene to promote healthy behaviors and environments, including:
o Peer mentoring or community-based mentoring
o Job training/apprenticeships
o Cannabis substance use education and treatment
o Prosocial activities
o Juvenile record expungement
o Youth outreach programs
• Public health: funding will support activities to protect the safety and improve the health of communities through education, policy/infrastructure making, and research, including:
o Public health training and education
o Public information and outreach
o Inspection and enforcement of cannabis businesses
o Behavioral and mental health treatment
o Cannabis product safety
o Testing/safety equipment
o Pesticide impact efforts
o Drinking and wastewater system updates
o Air quality efforts
o Other environmental-system updates
• Public safety: funding will support activities that address the prevention and protection of the public from dangers affecting safety, such as crimes, disasters, or impacts due to the legalization of cannabis, including:
o Code enforcement
o Retail theft
o Public information and outreach
o Training efforts
o Law enforcement
o Community planning or development efforts
o Cannabis delivery compliance
o Protective safety equipment
o Update to technology systems (track & trace)
o Transportation impacts and water storage issues
o Fire protection
o Fuel mitigation and/or fuel reduction
o Wild land/urban interface planning and implementation City of Vallejo's Project
Staff applied for this opportunity in December 2022 and received notice that the City's application was selected for funding on April 19th, 2023. The 5-year grant will run until December 2028.

Club Stride was selected as an implementing partner in August 2023 due to their evidence-driven programming and positive youth outcomes within the Vallejo community. Club Stride provides high-quality experiential civic education to close civic participation gaps that contribute to unhealthy communities, and increase the proportion of children and adolescents who use civic knowledge, skills and action to make a positive difference in the public life of the Date: February 13, 2024
Subject: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT SUBGRANTEE
AGREEMENT WITH CLUB STRIDE, INC. UNDER THE BSCC PROP 64 GRANT NOT TO EXCEED $234,000.00, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2023- 2024 BUDGET

communities where they live. Their programs foster digital inclusion, expand civic participation, magnify the voice of communities otherwise isolated from civic engagement and harness the power of technology. Through the Prop 64 grant, Club Stride will be providing project management services to ensure that all implementing partners are on track to meeting our goals and outcomes for the community. This includes quarterly reporting and working directly with our evaluator. Due to their experience in providing community engagement and education around substance- use disorder, they will also be providing workshops both in schools and in the community to help educate and prevent the negative effects of marijuana over the life of the 5-year grant. .

FISCAL IMPACT
The City will receive $1,424,000 from BSCC over the five-year period of this grant. No match is required for this grant. On July 25th, 2023, Council adopted a resolution amending the fiscal year 2023-2024 fund 221, capital grants and contributions budget, Project # BSCC24, to appropriate $1,424,000 for the Board of State and Community Corrections Proposition 64 Grant Award.

The agreement with Club Stride, Inc., as a subgrantee, will not exceed $234,000.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has the potential to result in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution Approving Prop 64 Grant Agreement Club Stride- CAO STAMP

2. Club Stride - Prop 64 Subgrantee Agreement Documents - VN Stamped

3. Club Stride, Inc. - Insurance Info

CONTACT
Terrance Davis, Assistant City Manager
[email protected]

RESOLUTION NO. ______ N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT SUBGRANTEE AGREEMENT WITH CLUB STRIDE, INC. UNDER THE BSCC PROP 64 GRANT NOT TO EXCEED $234,000.00, AUTHORIZE THE CITY MANAGER TO EXECUTE SAME AND PROVIDING NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2023-2024 BUDGET WHEREAS, the Board of State and Community Corrections offers various programs to assist with law enforcement efforts, fire protection efforts, or other local projects addressing public health and safety associated with the implementation of the Control, Regulate and Tax Adult Use of Marijuana Act (AUMA); and
WHEREAS, the City of Vallejo desires to participate in the Proposition 64 Public Health and Safety Grant Program funded through the California State and Local Government Law Enforcement Account and administered by the Board of State and Community Corrections; and WHEREAS, the City applied for a Proposition 64 grant under the BSCC and was awarded up to $1,424,000 with no matching funding required; and
WHEREAS, Club Stride was selected as an implementing partner in August 2023 due to their evidence- driven programming and positive youth outcomes within the Vallejo community. Club Stride provides high-quality experiential civic education to close civic participation gaps that contribute to unhealthy communities, and increase the proportion of children and adolescents who use civic knowledge, skills and action to make a positive difference in the public life of the communities where they live.

NOW, THEREFORE BE IT RESOLVED, the City Council hereby approves the Proposition 64 Public Health & Safety Grant Subgrantee Agreement with Club Stride in an amount not to exceed $234,000 during the full term of the grant and authorizes the City Manager to execute same.

BE IT FURTHER RESOLVED, that the grant funds received hereunder shall not be used to supplant expenditures controlled by this body.

BE IT FURTHER RESOLVED, that the City of Vallejo agrees to abide by the terms and conditions of the grant agreement between BSCC and the City.

BE IT FURTHER RESOLVED, that the City Council hereby gives notice of its intent to amend the FY 23-24 budget to recognize the receipt and expenditure of the grant funds.

Adopted by the City Council of the City of Vallejo at a regular meeting held on February 13, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________

ROBERT MCCONNEL, MAYOR
ATTEST:
_________________________________

DAWN ABRAHAMSON, CITY CLERK

Subgrantee Agreement
Club Stride, Inc.

PROPOSITION 64 PUBLIC HEALTH & SAFETY GRANT

SUBGRANTEE AGREEMENT
CLUB STRIDE, INC.

This Subgrantee Agreement
("Agreement") is made at Vallejo, California, dated for reference this August 1, 2023, by and between the City of Vallejo, a municipal corporation ("City" or ), and Club Stride, Inc., a California nonprofit public benefit corporation, Subgrantee,

1. Services. Subject to the terms and conditions set forth in this Agreement, Subgrantee shall provide the City those services as specified in Exhibit A, entitled attached hereto and incorporated herein by reference.

2. Payment. City shall pay Subgrantee for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled attached hereto and incorporated herein by reference. The payments specified in Exhibit B shall be the only payments to be made to Subgrantee for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Subgrantee shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Subgrantee shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, fees, expert fees, losses or
liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with operations, or any Subgrantee
performed under this agreement for or Subgrantee
including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Subgrantee, or any Subgrantee, officer, official, director, agent, volunteer, affiliate, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

Subgrantee Agreement
Club Stride, Inc.

5. Insurance Requirements. Subgrantee agrees to comply with all of the for Subgrantee attached hereto and incorporated herein by reference. Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Subgrantee shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Subgrantee warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between family, business, real property or financial interests and the services to be provided under this Agreement. Subgrantee shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Subgrant family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Subgrantee shall disclose such conflict in writing to City. Every individual who performs services on behalf of Subgrantee pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would Conflict of Interest Code.

8. Independent Contractor. Subgrantee is an independent contractor.

Neither Subgrantee nor any of officers, employees, agents, or Subgrantees, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Subgrantee only insofar as the results of services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Subgrantee accomplishes services pursuant to this Agreement.

Subgrantee Agreement
Club Stride, Inc.

9. Licenses, Permits, Etc. Subgrantee represents and warrants to City that all Subgrantee services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Subgrantee has all the permits, qualifications and approvals of whatsoever nature which are legally required for Subgrantee to practice its profession. Subgrantee represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Subgrantee to practice its profession.

10. Business License. Subgrantee has obtained a business license and agrees to pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Subgrantee until such business license(s) has been obtained.

11. Standard of Performance. Subgrantee shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of profession currently practicing in California.

Subgrantee is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

responsibilities under this section shall not be delegated.

Subgrantee shall be responsible to City for acts, errors, or omissions of s.

Subgrantee is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Subgrantee is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the

Subgrantee Agreement
Club Stride, Inc.

City of any responsibility, professional or otherwise, for the work, and shall not relieve the Subgrantee of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Subgrantee.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Subgrantee is unable to meet the completion date or schedule of services, Subgrantee shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Subgrantee agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Subgrantee pursuant to this Agreement shall be the full and complete compensation to which Subgrantee and Subgrantee employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Subgrantee nor Subgrantee employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Subgrantee. The City shall not be required to pay any workers' compensation insurance on behalf of Subgrantee or its Subgrantees

Subgrantee shall pay, when and as due, any and all taxes incurred as a result of compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Subgrantee Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Subgrantee shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Subgrantee shall have no

Subgrantee Agreement
Club Stride, Inc.

authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on September 1, 2023, and shall continue in full force and effect until December 31, 2028, unless terminated earlier in accordance with Section 17, below.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Subgrantee.

Upon receipt of a notice of termination, Subgrantee shall perform no further work except as specified in the notice. Before the date of termination, Subgrantee shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Subgrantee for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Subgrantee for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Subgrantee for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated with the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Subgrantee resulting from services rendered pursuant to this Agreement, shall become the property of City. Subgrantee agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Subgrantee makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

Subgrantee Agreement
Club Stride, Inc.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Subgrantee in the performance of services hereunder.

20. Assignment and Subcontracting. Subgrantee shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance, which may be withheld for any reason or no reason whatsoever. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Subgrantee shall pay its Subgrantee within ten (10) days of receipt of payment by City for work performed by a Subgrantee and billed by the Subgrantee. Use of the term Subgrantee in any other provision of this contract shall not be construed to imply authorization for Subgrantee to use Subgrantees for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Subgrantee for purposes of establishing a duty of care between the Subgrantee and City.

Any Subgrantee or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or Subgrantee agreement.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination and Civil Rights Compliance.

(a) During the performance of this Agreement, Subgrantee shall not deny the national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

Subgrantee Agreement
Club Stride, Inc.

Subgrantee shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal.

Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the California Board of State and Community Corrections to implement such article. Subgrantee shall permit access by representatives of the Department of Fair Employment and Housing and the Board of State and Community Corrections upon reasonable notice at any time during books, records, accounts, and all other sources of information and its facilities as said Department or Board shall require to ascertain compliance with this clause.

Subgrantee shall give written notice of its obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)

Subgrantee shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Subgrantee agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to CITY: Sidney Wilson, Project Director
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-4576
[email protected]

If to SUBGRANTEE: Rhonda R. Renfro, Executive Director Club Stride, Inc.
1000 Azuar Drive
Vallejo, CA 94592

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

Subgrantee Agreement
Club Stride, Inc.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Subgrantee will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Subgrantee may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices,

Subgrantee Agreement
Club Stride, Inc.

and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Subgrantee agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or Subgrantees who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Subgrantee shall treat all records and work product prepared or maintained by Subgrantee in the performance of this Agreement as confidential.

A violation by Subgrantee of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Subgrantee agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Subgrantee hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Subgrantee.

Subgrantee Agreement
Club Stride, Inc.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit B,
with attachments
Standard Agreement BSCC 910-with attachments

[SIGNATURES ON FOLLOWING PAGE]

Subgrantee Agreement
Club Stride, Inc.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

Club Stride, Inc.,
a California nonprofit public benefit
corporation

By:

Rhonda R. Renfro
Executive Director

DATE:

#11715511
Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By:

Michael Malone
City Manager

DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk

APPROVED AS TO FORM:

Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager

Subgrantee Agreement Page 1 of 7
Exhibit A Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Sidney Wilson
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-8616
[email protected]

The Representative for this Agreement is:

Rhonda R. Renfro
1000 Azuar Drive
707-752-7806
[email protected]

All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Subgrantee Representative

2. Services to be Provided. The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein.

3. Time for Performance. Subgrantee will perform the services according to the schedule below. If the schedule calls for the services to be performed in phases or discrete increments, Subgrantee shall not proceed from one phase or increment Subgrantee will complete all services by December 31, 2028.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below without written approval of the City Representative. Subgrantee recognizes that provide the
work to Subgrantee and that compelling reasons for substituting these individuals t to be granted. Any substitutes shall
be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows: Name(s) Edwin Cortez; Rhonda R. Renfro

Subgrantee Agreement Page 2 of 7
Exhibit A Scope of Work

5. Project Access. Subgrantee shall ensure that the BSCC, or any authorized representative, will have suitable access to project activities, sites, staff, and documents at all reasonable times during the grant period including those maintained by subcontractors. Access to program records will be made available by both the grantee and the subcontractors for a period of three (3) years following the end of the grant period.

6. Driving Restrictions. Subgrantee shall not transport any minor passengers, by motor vehicle or otherwise, in carrying out the purposes of this Agreement.

Subgrantee Agreement Page 3 of 7
Exhibit A Scope of Work

ATTACHMENT 1 TO EXHIBIT A

PROJECT SCOPE AND TASK LIST

Project Manager will plan, organize and produce the following scope of work:

Coordination of Drug Education Support Services with VCUSD:

Facilitate communication and collaboration between project stakeholders and VCUSD.

Ensure timely execution of drug education support services.

Provide regular updates and progress reports to all parties involved.

Monitor attendance and gather feedback for continuous improvement Coordination/Promotion of 24 Youth Group and School/Community Classes:

Develop a schedule for 24 classes per year (2/month) in collaboration with relevant organizations.

Promote classes to youth groups, schools, and the community through various channels.

Monitor attendance and gather feedback for continuous improvement.

Site Clean-Ups (4-6 per month):

Manage Healthy Vallejo in confirming 4-6 site clean ups per month.

Ensure proper documentation of before and after images for each clean- up.

Monitor and maintain a schedule for clean-up activities.

Monitor attendance and gather feedback for continuous improvement.

Reporting for Healthy Vallejo:

Provide before and after images of progress and work completed by Healthy Vallejo.

Compile regular reports on the achievements and impact of Healthy Vallejo's initiatives.

Advanced Peace Workshops:

Coordinate and manage 12 monthly community-based workshops per year.

Facilitate at least 4 workshops specifically for youth involved in the Employment and Delinquency Program.

Referral Monitoring:

Establish a system for monitoring program referrals.

Collect and analyze data on referrals for continuous improvement.

Data Collection and Evaluation:

Implement a centralized database for monthly data collection.

Collaborate with the Evaluator to execute the Local Evaluation Plan.

Ensure partners adhere to Data Collection Protocols and utilize the

Subgrantee Agreement Page 4 of 7
Exhibit A Scope of Work
designated Data Collection Tool.

Support Recruitment Activities:

Assist in the recruitment process for program participants.

Work with partners to ensure a smooth and efficient recruitment process.

Clean-Up Execution:

Ensure the successful execution of clean-up activities.

Receive and document before/after shots for each clean-up.

Regularly meet with City staff to coordinate and align activities with project goals.

Key Deliverables
Organize, Plan and Produce the Prop 64 Implementation Plan Manage the execution for the deliverables around: Coordinate drug education support services with VCUSD.

Manage the execution for the deliverables around: Coordinate/promote 24 classes (2/month) for the youth group and schools/community.

Manage the execution for the deliverables around: 4-6 site clean ups per year.

Manage the execution for the deliverables around: Healthy Vallejo providing before and after images of progress/work completed.

Manage the execution for the deliverable: Advanced Peace will conduct 1 monthly community-based workshop, totaling 12 per year.

Manage the execution for the deliverables around: Advanced Peace conducting at a minimum of 4 workshops for youth involved in Employment and Delinquency Program.

Monitor referrals for program to ensure we are collecting data o Data on referrals for clean-ups
o Collecting data on clean-ups in selected and evaluated sites Manage the support of recruitment activities
Ensure clean ups are executed:
o receive before/after shots

Subgrantee Agreement Page 5 of 7
Exhibit A Scope of Work
Monitor Schedule of clean ups
Meet weekly with City staff
Help coordinate scheduling and ensure activities align with goal Evaluation and Monitoring Activities
o Data collected and entered monthly into a centralized database to effectively track and assess the objectives and activities of the project.

Local Evaluation Plan/Local Evaluation Report
o Manage the delivery of Local Evaluation Plan
o Responsible for implementing:

Data Collection Protocols defined and created by the
Evaluator
Implementing Data Collection Tool for Partners created by the Evaluator
Communicating Data collection Needs to Partners
o Manage the delivery of the Local Evaluation Report
Final Report due October 31, 2028

Club Stride, Inc. will plan, organize and produce the following scope of work:

Coordination of Drug Education Support Services with VCUSD:

Establish communication channels with VCUSD to facilitate collaboration.

Understand VCUSD's current substance use prevention strategies.

MOU Approval and On-Campus Engagement:

Engage VCUSD for the approval of a Memorandum of Understanding (MOU) for on-campus engagement and venue for education support services.

Collaborate with VCUSD to finalize and sign the MOU.

Launch Drug Education Support Services:

Plan and execute the launch of Drug Education Support Services in alignment with VCUSD guidelines.

Subgrantee Agreement Page 6 of 7
Exhibit A Scope of Work
Workshop Coordination/Promotion (24 workshops):

Coordinate and promote 24 workshops targeting schools, community, and youth groups.

Develop a schedule for workshops in collaboration with VCUSD.

Marketing Plan Development and Coordination:

Develop a comprehensive Marketing Plan for the workshops.

Coordinate the implementation of the Marketing Plan to maximize outreach.

Workshop Launch:

Execute the launch of workshops, ensuring all logistical aspects are in place.

Outreach to Students with Struggles:

Extend outreach efforts to students facing challenges in learning, substance abuse, or pending violations/offenses.

Culturally Responsive Evaluation:

Develop and implement a Culturally Responsive Evaluation framework to ensure assessments consider diverse experiences, values, cultures, and perspectives.

Community Engagement Framework:

Develop a Community Engagement Framework to give community members a voice in building on local strengths, addressing needs, and recognizing preferences.

Community Relationship/Trust Building:

Engage in activities to build trust and relationships within the community.

Integrate meaningful participation of community members in project initiatives.

Collaboration with Community Partners:

Initiate collaboration efforts with community partners, potentially forming new coalitions or advisory councils or expanding existing ones.

Ongoing Community Engagement Activities:

Plan and execute ongoing community engagement activities to maintain a strong connection with the community.

Subgrantee Agreement Page 7 of 7
Exhibit A Scope of Work
Key Deliverables
Organize, Plan and Produce the following tasks:

Coordinate Drug Education Support Services with VCUSD
o Understand current substance use prevention strategies: VCUSD o Engage VCUSD for approval of MOU: On Campus Engagement and Venue for Education Support Services
o Launch Drug Education Support Services in conjunction with VCUSD
Coordinate/promote 24 workshops (with schools, community, and youth groups)
o Schedule Workshops in collaboration with VCUSD
o Develop Marketing Plan
o Coordinate Marketing Plan
o Launch Workshops
Extend and expand outreach to students with known struggles in learning, substance abuse and/or pending violations or offenses
Culturally Responsive Evaluation
o Develop Community Engagement Framework to ensure community members have a voice to build on local strengths, address local needs, and recognize local preferences
o Community Relationship/Trust Building (Engagement)
o Integrate meaningful participation of community members who have diverse experiences, values, cultures, and perspectives. o Start collaboration efforts with community partners and community engagement through potential formations of new coalitions or advisory councils or the expansion of existing ones
o Community engagement activities

Subgrantee Agreement Page 1 of 3
Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Compensation.

A. Services: City agrees to pay Subgrantee, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed two hundred thirty-four thousand dollars and zero cents ($234,000.00).

Subgrantee shall notify City in writing no later than thirty (30) days prior to the estimated date when Subgrantee will have billed City the maximum payment amount permitted under this Agreement, and Subgrantee shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Subgrantee for those services set forth in Exhibit A of this Agreement upon satisfactory completion of the services and delivery of the work product as follows:

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Subgrantees set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other persons or contractors to perform said Additional Services.

2. compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises.

Where a fixed fee for Additional Services is established by mutual Agreement between City and Subgrantee, compensation to Subgrantee shall not exceed the fixed fee amount.

2. Subgrantee Reimbursable Expenses shall
be limited to actual reasonable expenditures of Subgrantee for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

Subgrantee Agreement Page 2 of 3
Exhibit B - Compensation

3. Payments to Subgrantee.

A. Payments to Subgrantee shall be made within a reasonable time after receipt of Subgrantee
services performed. Subgrantee may request payment on a monthly basis.

Subgrantee shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Subgrantee shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. Dates of services/service period

5. Social Security Number or Taxpayer Identification Number

6. PO Number provided by the City of Vallejo

6. 7. Description of services billed under this invoice by task

8. Remaining balance of Prop 64 Allocation

9. Total Billed to Date

C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Subgrantee for correction. City shall not be responsible for delays in payment to Subgrantee resulting from failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Victoria Grace-Barksdale, Youth Coordinator
City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
[email protected]

7. Books and Records. Subgrantee shall maintain adequate fiscal and project books, records, documents, and other evidence pertinent to the accounting principles. Adequate supporting documentation shall be maintained in such detail so as to permit tracing transactions from the invoices to the accounting records, to the supporting documentation. These records shall be maintained for a minimum of three (3) years after the acceptance of the final grant project audit under the Grant Agreement and shall be subject to examination and/or audit by the BSCC or designees, state government auditors

Subgrantee Agreement Page 3 of 3
Exhibit B - Compensation
or designees, or by federal government auditors or designees.

The obligations of Subgrantee under this section shall survive this Agreement.

5. Access to Books and Records. Subgrantee shall make such books, records, supporting documentations, and other evidence available to the BSCC or Department of Finance, California State Auditor, and their designated representatives during the course of the project and for a minimum of three (3) years after acceptance of the final grant project audit. Subgrantee shall provide suitable facilities for access, monitoring, inspection, and copying of books and records related to the grant-funded project.

6. Taxes. Subgrantee shall pay, when and as due, any and all taxes incurred as a result of compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Subgrantee shall provide City with complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Subgrantee Agreement Page 1 of 3
Exhibit C Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS

Subgrantee shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Subgrantee, its agents, representatives, or employees or Subgrantees. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Subgrantee under this agreement.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the profession (Errors and Omission).

E. Sexual Abuse or Molestation (SAM) Liability with a limit no less than $1,000,000 per occurrence or claim.

2. Minimum Limits of Insurance. Subgrantee shall maintain limits no less than:

A. General Liability: $4,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall

Subgrantee Agreement Page 2 of 3
Exhibit C Insurance Requirements
apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

C.
for bodily injury or disease. If Subgrantee is
Compensation requirements, Subgrantee shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Sexual Abuse or Molestation (SAM) Liability with a limit no less than $1,000,000 per occurrence or claim.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Subgrantee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its elected and appointed officers, officials, employees, agents, contractors and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Subgrantee; products and completed operations of the Subgrantee; premises owned, occupied or used by the Subgrantee; or automobiles owned, leased hired or borrowed by the Subgrantee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its elected and appointed officers, officials, employees, agents, contractors or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo its elected and appointed officers, officials, employees, agents, contractors or volunteers -insurance shall
be called upon to protect it as a named insured.

Subgrantee Agreement Page 3 of 3
Exhibit C Insurance Requirements
C. For any claims related to this project, the insurance coverage shall be primary insurance as respects the City of Vallejo, its elected and appointed officers, officials, employees, agents, contractors and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be in excess of the insurance and shall not contribute with it.

D. 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 officers, officials, employees, agents, or volunteers.

E. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

F. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

G.
hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Subgrantee shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subgrantees. Subgrantee shall include all subcontractors and employees as insureds under its policies or shall furnish separate certificates and endorsements for each Subgrantee. All coverages for Subgrantees shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Subgrantee of the certificates of insurance and endorsements required herein, are canceled or Subgrantee otherwise ceases to be insured as required herein.

Re:

PHPK2618523
10/25/2023
Club Stride, Inc.
181 Woodvale Ct
Vallejo, CA 94591-4160

IL P 001 01 04

IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1

U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS

No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided.

This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully.

The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous:

Foreign agents;
Front organizations;
Terrorists;
Terrorist organizations; and
Narcotics traffickers;
as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treas- ury's web site – http//www.treas.gov/ofac.

In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC.

Other limitations on the premiums and payments also apply.

IL L 001 02 13

IL L 001 02 13 © Insurance Services Office, Inc., 2012 Page 1 of 8

NOTICE OF AN OCCURRENCE, OFFENSE OR CLAIM

SECTION I – TYPE OF NOTICE
What type of notice is this? (Check and complete all that apply.) Occurrence Date: Time:

Offense Date: Time:

Claim Date:

Was the occurrence or offense previously reported to us? Yes No If Yes, provide the claim or reference number if available:

Was it previously reported to another insurer? Yes No If Yes, provide the name of that insurer and the claim or reference number if available:

SECTION II – AGENT OR BROKER INFORMATION
Name of Agent or Broker:

Address:

Daytime Phone No.: Evening Phone No.:

E-Mail Address: Fax No.:

Agency Code: Agency Subcode:

SECTION III – NAMED INSURED AND PERSON TO CONTACT INFORMATION Named Insured:

Address:

Daytime Phone No.: Evening Phone No.:

E-Mail Address: Fax No.:

Agency Customer ID: Site or Location Code:

Name of Contact (if different from Named Insured):

Address:

Daytime Phone No.: Evening Phone No.:

E-Mail Address: Fax No.:

SECTION IV – POLICY INFORMATION
Insurance Company:

Policy No.:

Policy Effective Date: Policy Expiration Date:

Type of Policy:

General Liability (GL) Businessowners Farm
Farm Umbrella Commercial Liability Umbrella (CLU)
Other (Describe):

Is this a claims-made policy? Yes No
If Yes, provide the Retroactive Date (enter none, if no date is applicable):

SECTION V – OCCURRENCE OR OFFENSE INFORMATION
Location of occurrence or offense (include City and State):

Description of occurrence or offense:

Authorities contacted (if applicable):

List all involved insureds:

SECTION VI – PREMISES INFORMATION
(If Occurrence or Claim is related to premises)
The Named Insured is the:

Owner Tenant Contractor
Other (Describe):

Description of the premises or jobsite:

If the Named Insured is not the owner, provide the owner's Name and Address:

Name:

Address:

Daytime Phone No.: Evening Phone No.:

Is the occurrence or claim related to completed operations? Yes No

IL L 001 02 13 © Insurance Services Office, Inc., 2012 Page 3 of 8 SECTION VII – PRODUCT INFORMATION
(If Occurrence or Claim is related to a product)
The Named Insured is a:

Manufacturer Retailer Distributor
Other (Describe):

Description of Product (include Type and Model Number if available):

Is the product part of a batch? Yes No
Is the product a component part of another product? Yes No If Yes, please describe:

If the insured is not the manufacturer, provide the manufacturer's Name and Address:

Name:

Address:

Daytime Phone No.: Evening Phone No.:

Location of product that caused the injury or damage:

SECTION VIII – PROPERTY DAMAGE CLAIM INFORMATION
(If applicable)
Name of Owner of Damaged Property:

Address:

Daytime Phone No.: Evening Phone No.:

Description of damaged property (include Type or Model Number if available):

Location of damaged property:

Estimate amount: $ Time property can be examined:

Describe the incident that led to the property damage:

Attach additional sheet(s) for multiple claims.

SECTION IX – INJURY CLAIM INFORMATION
(If applicable)
Name of Injured Person:

Address:

Daytime Phone No.: Evening Phone No.:

Age: Sex: Occupation:

Name of Employer:

Address of Employer:

Description of Injury:

If bodily injury was involved, was the injured person seen by medical personnel at the scene of the incident? If not, when?

If bodily injury was involved, where was the injured person taken after the incident?

Describe the incident that led to the injury, including the injured person's activities when the incident took place:

Attach additional sheet(s) for multiple claims.

SECTION X – WITNESSES
(If applicable)
Name:

Address:

Daytime Phone No.: Evening Phone No.:

Name:

Address:

Daytime Phone No.: Evening Phone No.:

Attach additional sheet(s) if necessary.

IL L 001 02 13 © Insurance Services Office, Inc., 2012 Page 5 of 8 SECTION XI – INFORMATION ON OTHER INSURANCE
(Whose policy may also apply to the claim)
Insurance Company:

Named Insured:

Policy No.:

Policy Effective Date: Policy Expiration Date:

Type of Policy:

General Liability (GL) Businessowners Farm
Farm Umbrella Commercial Liability Umbrella (CLU)
Other (Describe):

Is this a claims-made policy? Yes No
If Yes, provide the Retroactive Date (enter none, if no date is applicable):

Are you an additional insured on this policy? Yes No
Limits of
Insurance:
(Fill in any
that apply.)
$ Each Occurrence (Or Liability And Medical Expense Limit) $ Damage To Premises Rented To You (Any one premises) $ Medical Expense (Any one person)
$ Personal And Advertising Injury
$ General Aggregate
$ Products/Completed Operations Aggregate
$ Other
Attach additional sheet(s) if more than two policies apply to the claim.

SECTION XII – ADDITIONAL COMMENTS

SECTION XIII – NAMES AND SIGNATURE
Name of Person Reporting the Occurrence, Offense or Claim:

Name of Company or Agency Person Occurrence, Offense or Claim Is Reported To:

Signature of Insured/Agent or Broker:

Date:

FRAUD STATEMENT
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO ALABAMA APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to restitution, fines or confinement in prison, or any combination thereof.

FRAUD STATEMENT TO ARIZONA APPLICANTS
For your protection Arizona law requires the following statement to appear on this form. Any person who knowingly presents a false or fraudulent claim for payment of a loss is subject to criminal and civil penalties.

FRAUD STATEMENT TO ARKANSAS APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO COLORADO APPLICANTS
It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies.

FRAUD STATEMENT TO DISTRICT OF COLUMBIA APPLICANTS
WARNING: It is a crime to provide false, or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.

FRAUD STATEMENT TO FLORIDA APPLICANTS
Any person who knowingly, and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete or misleading information is guilty of a felony of the third degree.

FRAUD STATEMENT TO HAWAII APPLICANTS
For your protection, Hawaii law requires you to be informed that any person who presents a fraudulent claim for payment of a loss or benefit is guilty of a crime punishable by fines or imprisonment, or both.

FRAUD STATEMENT TO IDAHO APPLICANTS
Any person who knowingly, and with intent to defraud or deceive any insurance company, files a statement of claim containing any false, incomplete or misleading information is guilty of a felony.

FRAUD STATEMENT TO KANSAS APPLICANTS
Any person who commits a fraudulent insurance act is guilty of a crime and may be subject to restitution, fines and confinement in prison. A fraudulent insurance act means an act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer or insurance agent or broker, any written statement as part of, or in support of, an application for insurance, or the rating of an insurance policy, or a claim for payment or other benefit under an insurance policy, which such person knows to contain materially false information concerning any material fact thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto.

FRAUD STATEMENT TO KENTUCKY APPLICANTS
Any person who knowingly and with intent to defraud any insurance company or other person files a statement of claim containing any materially false information, or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime.

IL L 001 02 13 © Insurance Services Office, Inc., 2012 Page 7 of 8

FRAUD STATEMENT TO LOUISIANA APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO MAINE APPLICANTS
It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines, or a denial of insurance benefits.

FRAUD STATEMENT TO MARYLAND APPLICANTS
Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO MINNESOTA APPLICANTS
Any person who files a claim with intent to defraud or helps commit a fraud against an insurer is guilty of a crime.

FRAUD STATEMENT TO NEW HAMPSHIRE APPLICANTS
Any person who, with purpose to injure, defraud or deceive any insurance company, files a statement of claim containing any false, incomplete or misleading information is subject to prosecution and punishment for insurance fraud, as provided in RSA 638:20.

FRAUD STATEMENT TO NEW JERSEY APPLICANTS
Any person who knowingly files a statement of claim containing any false or misleading information is subject to criminal and civil penalties.

FRAUD STATEMENT TO NEW MEXICO APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal penalties.

FRAUD STATEMENT TO OHIO APPLICANTS
Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

FRAUD STATEMENT TO OKLAHOMA APPLICANTS
WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.

FRAUD STATEMENT TO OREGON APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents materially false information in an application for insurance may be guilty of a crime and may be subject to fines and confinement in prison.

In order for us to deny a claim on the basis of misstatements, misrepresentations, omissions or concealments on your part, we must show that:

A. The misinformation is material to the content of the policy; B. We relied upon the misinformation; and
C. The information was either:

1. Material to the risk assumed by us; or

2. Provided fraudulently.

For remedies other than the denial of a claim, misstatements, misrepresentations, omissions or concealments on your part must either be fraudulent or material to our interests.

With regard to fire insurance, in order to trigger the right to remedy, material misrepresentations must be willful or intentional.

Misstatements, misrepresentations, omissions or concealments on your part are not fraudulent unless they are made with the intent to knowingly defraud.

FRAUD STATEMENT TO PENNSYLVANIA APPLICANTS
Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.

FRAUD STATEMENT TO TENNESSEE APPLICANTS
It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.

FRAUD STATEMENT TO VIRGINIA APPLICANTS
It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.

FRAUD STATEMENT TO WASHINGTON APPLICANTS
It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines, and denial of insurance benefits.

IL L 002 02 13

IL L 002 02 13 © Insurance Services Office, Inc., 2012 Page 1 of 5 PROPERTY – NOTICE OF LOSS

SECTION I – REPORT OF LOSS
Was the loss previously reported to us? Yes No
If Yes, provide the claim or reference number if available:

Was it previously reported to another insurer? Yes No If Yes, provide the name of that insurer and the claim or reference number if available:

SECTION II – AGENT OR BROKER INFORMATION
Name of Agent or Broker:

Address:

Daytime Phone No.: Evening Phone No.:

E-Mail Address: Fax No.:

Agency Code: Agency Subcode:

SECTION III – NAMED INSURED AND PERSON TO CONTACT INFORMATION Named Insured:

Address:

Daytime Phone No.: Evening Phone No.:

E-Mail Address: Fax No.:

Agency Customer ID: Site or Location Code:

Name of Contact (if different from Named Insured):

Address:

Daytime Phone No.: Evening Phone No.:

E-Mail Address: Fax No.:

SECTION IV – POLICY INFORMATION
Insurance Company:

Policy No.:

Policy Effective Date: Policy Expiration Date:

Type of Policy:

Property Businessowners Flood Wind
Other (Describe):

SECTION V – LOSS INFORMATION
Date and Time of Loss:

Location of Loss (Include City and State):

Specify the Cause of Loss(Fire, Lightning, Hail, Theft, Wind, etc.):

Description of Loss:

Authorities Contacted (if applicable):

SECTION VI – WITNESSES
(if applicable)
Name:

Address:

Daytime Phone No.: Evening Phone No.:

Name:

Address:

Daytime Phone No.: Evening Phone No.:

Attach additional sheet(s) if necessary.

SECTION VII – INFORMATION ON OTHER INSURANCE
(whose policy may also apply to the loss)
Insurance Company:

Named Insured:

Policy No.:

Policy Effective Date: Policy Expiration Date:

Type of Policy:

Property Businessowners Flood Wind
Other (Describe):

Are you an additional insured on this policy? Yes No
Attach additional sheet(s) if more than two policies apply to the claim.

IL L 002 02 13 © Insurance Services Office, Inc., 2012 Page 3 of 5 SECTION VIII – ADDITIONAL COMMENTS

SECTION IX – NAMES AND SIGNATURE
Name of Person Reporting the Loss:

Name of Company or Agency Person the Loss Is Reported To:

Signature of Insured/Agent or Broker:

Date:

FRAUD STATEMENT
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO ALABAMA APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to restitution, fines or confinement in prison, or any combination thereof.

FRAUD STATEMENT TO ARIZONA APPLICANTS
For your protection Arizona law requires the following statement to appear on this form. Any person who knowingly presents a false or fraudulent claim for payment of a loss is subject to criminal and civil penalties.

FRAUD STATEMENT TO ARKANSAS APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO COLORADO APPLICANTS
It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies.

FRAUD STATEMENT TO DISTRICT OF COLUMBIA APPLICANTS
WARNING: It is a crime to provide false, or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.

FRAUD STATEMENT TO FLORIDA APPLICANTS
Any person who knowingly, and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete or misleading information is guilty of a felony of the third degree.

FRAUD STATEMENT TO HAWAII APPLICANTS
For your protection, Hawaii law requires you to be informed that any person who presents a fraudulent claim for payment of a loss or benefit is guilty of a crime punishable by fines or imprisonment, or both.

FRAUD STATEMENT TO IDAHO APPLICANTS
Any person who knowingly, and with intent to defraud or deceive any insurance company, files a statement of claim containing any false, incomplete or misleading information is guilty of a felony.

FRAUD STATEMENT TO KANSAS APPLICANTS
Any person who commits a fraudulent insurance act is guilty of a crime and may be subject to restitution, fines and confinement in prison. A fraudulent insurance act means an act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer or insurance agent or broker, any written statement as part of, or in support of, an application for insurance, or the rating of an insurance policy, or a claim for payment or other benefit under an insurance policy, which such person knows to contain materially false information concerning any material fact thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto.

FRAUD STATEMENT TO KENTUCKY APPLICANTS
Any person who knowingly and with intent to defraud any insurance company or other person files a statement of claim containing any materially false information, or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime.

FRAUD STATEMENT TO LOUISIANA APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO MAINE APPLICANTS
It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines, or a denial of insurance benefits.

FRAUD STATEMENT TO MARYLAND APPLICANTS
Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

FRAUD STATEMENT TO MINNESOTA APPLICANTS
Any person who files a claim with intent to defraud or helps commit a fraud against an insurer is guilty of a crime.

FRAUD STATEMENT TO NEW HAMPSHIRE APPLICANTS
Any person who, with purpose to injure, defraud or deceive any insurance company, files a statement of claim containing any false, incomplete or misleading information is subject to prosecution and punishment for insurance fraud, as provided in RSA 638:20.

FRAUD STATEMENT TO NEW JERSEY APPLICANTS
Any person who knowingly files a statement of claim containing any false or misleading information is subject to criminal and civil penalties.

FRAUD STATEMENT TO NEW MEXICO APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal penalties.

FRAUD STATEMENT TO OHIO APPLICANTS
Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

FRAUD STATEMENT TO OKLAHOMA APPLICANTS
WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.

IL L 002 02 13 © Insurance Services Office, Inc., 2012 Page 5 of 5

FRAUD STATEMENT TO OREGON APPLICANTS
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents materially false information in an application for insurance may be guilty of a crime and may be subject to fines and confinement in prison.

In order for us to deny a claim on the basis of misstatements, misrepresentations, omissions or concealments on your part, we must show that:

A. The misinformation is material to the content of the policy; B. We relied upon the misinformation; and
C. The information was either:

1. Material to the risk assumed by us; or

2. Provided fraudulently.

For remedies other than the denial of a claim, misstatements, misrepresentations, omissions or concealments on your part must either be fraudulent or material to our interests.

With regard to fire insurance, in order to trigger the right to remedy, material misrepresentations must be willful or intentional.

Misstatements, misrepresentations, omissions or concealments on your part are not fraudulent unless they are made with the intent to knowingly defraud.

FRAUD STATEMENT TO PENNSYLVANIA APPLICANTS
Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.

FRAUD STATEMENT TO TENNESSEE APPLICANTS
It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.

FRAUD STATEMENT TO VIRGINIA APPLICANTS
It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.

FRAUD STATEMENT TO WASHINGTON APPLICANTS
It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines, and denial of insurance benefits.

BJP-190-1 (12-98)
Commercial
Lines
Policy
THIS POLICY CONSISTS OF:
– DECLARATIONS
– COMMON POLICY CONDITIONS
– ONE OR MORE COVERAGE PARTS. A COVERAGE PART CONSISTS OF:

ONE OR MORE COVERAGE FORMS

APPLICABLE FORMS AND ENDORSEMENTS
Philadelphia Indemnity Insurance Company
BJP-190-1 (12-98)
IN WITNESS WHEREOF, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless signed by our authorized representative.

Secretary

IL N 177 09 12
IL N 177 09 12 © Insurance Services Office, Inc., 2012 Page 1 of 1

CALIFORNIA PREMIUM REFUND DISCLOSURE NOTICE
In accordance with CAL. INS. CODE § 481.(c), we are notifying you that in the event that the first Named Insured cancels the insurance policy, we shall retain 10% of the unearned premium. The premium refunded to you will therefore be calculated as 90% of the pro rata unearned premium. But if cancellation takes place during the first year of a multiyear prepaid policy, we will return 90% of the pro rata unearned premium for the first year and the full annual premium for the subsequent years.

If you have an Equipment Breakdown policy or your policy contains an Equipment Breakdown Coverage Part, then the following premium refund calculation applies instead of that provided in the preceding paragraph. For the Equipment Breakdown policy premium or for the premium attributable to the Equipment Breakdown Coverage Part, we shall retain 25% of the unearned premium. The premium refunded to you will therefore be calculated as 75% of the pro rata unearned premium. But if cancellation takes place during the first year of a multiyear prepaid policy, we will return 75% of the pro rata unearned premium for the first year and the full annual premium for the subsequent years.

However, the penalties set forth in the preceding paragraphs will not apply under the following circumstances, even if the first Named Insured cancels the policy:

1. The Insured(s) no longer has a financial or insurable interest in the property or business operation that is the subject of insurance;

2. Cancellation takes place after the first year for a prepaid policy written for a term of more than one year; or

3. The policy is rewritten in the same insuring company or company group.

PI-FEES-NOTICE 1 (11/19)
*$10 in Florida, Maryland, South Carolina

**$15 in Florida and $20 in New York

***$25 in Delaware, Georgia, New Hampshire and New Mexico; and $15 in Kansas and Nebraska PI-FEES-NOTICE 1 (11/19)

NOTICE

LATE FEE

NON-SUFFICIENT FUNDS FEE

REINSTATEMENT FEE
Late Fee
Please be advised that if your payment is late (payment is not received within five days of the payment due date indicated on the invoice), you will be charged a late fee of $25* (where permitted).

Non-Sufficient Funds Fee
Please be advised that if your payment is returned for non-sufficient funds, you will be charged a fee of $25** (where permitted). Reinstatement Fee Please be advised that if your policy is cancelled due to non-payment of the premium and we agree to reinstate your policy, you will be charged a reinstatement fee of $50*** (where permitted).

These fees are in addition to any premium owed on the policy and each fee can apply more than once during the policy term.

PI-GL-PFC-NOTICE 1 (12/22)

ADVISORY NOTICE TO POLICYHOLDERS

COMMERCIAL GENERAL LIABILITY COVERAGE

VOLUNTEER FIRE DEPARTMENT COMMERCIAL LIABILITY COVERAGE

FARM LIABILITY COVERAGE

COMMERCIAL UMBRELLA LIABILITY COVERAGE

NOTICE OF CLARIFICATION IN COVERAGE
This is a summary of changes in your policy. No coverage is provided by this summary nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. If there is any conflict between the policy and this summary, THE PROVISIONS OF THE POLICY SHALL PREVAIL.

The major areas within the policy that broaden or reduce coverage, and other changes, are highlightedbelow. This notice does not reference every editorial change made in your policy.

The material in this notice makes reference to endorsement numbers; however, not all forms are included in a particular policy. You should review your Declarations to see what form(s) apply to your policy.

Your policy is being renewed with the following endorsement:
_____________________________________________________________________________________________ TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – PI-GL-042 (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – ALASKA- PI-GL-042 AK (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – OREGON- PI-GL-042 OR (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – WASHINGTON - PI-GL-042 WA (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – PI-VF-057 (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – ALASKA - PI-VF-057 AK (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – OREGON- PI-VF-057 OR (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – WASHINGTON - PI-VF-057 WA (04/22)
___________________________________________________________________________________________ This exclusion excludes coverage for liability arising out of, in any way related to, or would not have occurred in whole or in part for the actual or alleged exposure to Perfluorinated Compounds (PFC) / Per- and Polyfluoroalkyl Substances (PFAS).

PI-GL-PFC-NOTICE 1 (12/22)

If you have purchased a Farmowners Policy, the following may apply:
_____________________________________________________________________________________________ TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – PI-FOL-032 (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – OREGON - PI-FOL-032 OR (04/22)
TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKY L SUBSTANCES (PFAS) – WASHINGTON - PI-FOL-032 WA (04/22)
___________________________________________________________________________________________ This exclusion excludes coverage for liability arising out of, in any way related to, or would not have occurred in whole or in part for the actual or alleged exposure to Perfluorinated Compounds (PFC) / Per- and Polyfluoroalkyl Substances (PFAS).

If you have also purchased a Commercial Umbrella Liability or Commercial Excess Policy, the following may apply:

TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – PI-CXL-137 (04/22) TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – ALABAMA – PI-CXL-137 AL (04/22) TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – ALASKA – PI-CXL-137 AK (04/22) TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) / PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – WASHINGTON – PI-CXL-137 WA (04/22)
This endorsement adds an exclusion to the Umbrella or Commercial Excess policy for claims arising out of the, in any way related to, or would not have occurred in whole or in part for the actual or alleged exposure to Perfluorinated Compounds (PFC) / Per- and Polyfluoroalkyl Substances (PFAS).

PP 20 20 (02/20)
PP 20 20 (02/20)

© Copyright 2020 Tokio Marine Management, Inc.

ALL COMMERCIAL LINES

PRIVACY NOTICE FOR COMMERCIAL LINES
This notice is provided on behalf of Philadelphia Indemnity Insurance Company

PURPOSE OF THIS NOTICE
When you apply for or become an insured under, the insurance policies we issue, we gather certain non- public information or “NPI” about your business and its employees. We are committed to safeguarding the NPI you entrust to us. The purpose of this notice is, therefore, to let you know how we collect, use, share and protect the NPI you provide to us in those contexts.

That means this notice applies only to your business interactions with us involving your application for a quote or as a policy holder. NPI we may collect from you in connection with other interactions, such as when you or your employees visit one of our general interest, publicly accessible websites, is governed by the separate notices and policies we publish on those relevant sites or otherwise provide to you.

When we refer in this notice to your “NPI”, we mean non-public information as that term is generally defined and applied under the New York Department of Financial Services’ Cybersecurity Regulation, the Gramm- Leach-Bliley Act and the National Association of Insurance Commissioners’ Data Security Model Law which includes non-public information about your business, such as financial information, account numbers, loss history, personal non-public information of your employees including social security number, address or medical information and any proprietary information we obtain about your business or your customers.

Due to a variety of factors, including certain explicit exemptions they contain, this notice and the NPI we collect from you in connection with the above-described business interactions is notgoverned by the EU General Data Protection Regulation, its related EU and Swiss Privacy Shield or the California Consumer Privacy Act.

COLLECTING YOUR NPI
In the course of, or as part of a business interaction, we collect your NPI both directly from you, or from the agents, brokers or other intermediaries acting on your or our behalf, as well as from a variety of additional sources including:
the applications or other forms you provide to us (these forms may contain your name, address, social security number, marital status, date of birth, gender, length of employment, prior insurance information, home ownership, residency history, vehicle type, vehicle use, or driving history)
your transactions with us, our other affiliates of the Tokio Marine Group as well as third parties (this information would include, for example, premium payment and claims history)
consumer or independent reporting agencies (for example your motor vehicle report, property inspection report, accident report or claim report)

USING YOUR NPI
We use your NPI in a variety of ways such as creating and issuing a quote, underwriting or otherwise processing and servicing your insurance policy, handling claims you may have and offering you additional products and services that we think may be of interest to you as well as for related research and analytics purposes.

PP 20 20 (02/20)
PP 20 20 (02/20)

© Copyright 2020 Tokio Marine Management, Inc.

SHARING YOUR NPI
We do not disclose or share any NPI about our customers or former customers outside of the Tokio Marine Group, except as permitted by law. We do not sell or disclose or share your NPI for third party marketing purposes. We do, however, share your NPI with third parties that we use to service your account or process your insurance policy or your claim, or administer related transactions. These third parties may include:
your agent, broker or producer
independent claims adjusters, investigators, data processors or attorneys persons or organizations that conduct scientific research, including actuarial or underwriting studies
an insurance support organization or another insurer, to prevent or prosecute fraud or to properly underwrite the risk
another insurer, if you are involved in an accident with their insured State insurance departments or other governmental or law enforcement authorities, if required by law, to protect our legal interests or in cases of suspected fraud or illegal activities
a court of law
We also are required to disclose your NPI if we receive a subpoena, search warrant or other court order.

RETAINING YOUR NPI
The NPI we collect is kept in your policy and/or claim files for as long as needed in connection with your business interactions with you and, if longer, as required by law.

HOW WE PROTECT YOUR NPI
We have adopted and implemented a security and privacy program that includes technical, organizational, administrative, and other measures designed to protect, as required by applicable law and in accordance with industry standards, against reasonably anticipated or actual threats to the security of your NPI. Our security program was created by reference to widely recognized standards such as those published by the International Standards Organization and National Institute of Standards and Technology. It includes, among many other things, procedures for assessing the need for, and as appropriate, either employing encryption and multi-factor authentication or using equivalent compensating controls. As part of our security program, we have specific incident response and management procedures that are activated whenever we become aware that your NPI was likely to have been compromised.

CHANGES TO THIS NOTICE
We may amend this notice from time to time and will inform you of these changes as required by law.

QUESTIONS AND CONTACT INFORMATION
If you have any questions about this notice or how we collect, use, share and protect your NPI, please contact the Chief Privacy Officer of TMNA Services, LLC, who acts as the privacy and data security administrator for most of the Tokio Marine Group in North America. The Chief Privacy Officer’s contact information is:

Attn: Privacy Office
TMNA Services, LLC
3 Bala Plaza East, Suite 400
Bala Cynwyd, Pennsylvania 19004
610-227-1300
CPD-PIIC-CW (02/21)
Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Philadelphia Indemnity Insurance Company
A Stock Company (Nonparticipating)
Policy Number:

COMMON POLICY DECLARATIONS
Named Insured and Mailing Address: Producer:

Policy Period From: To: at 12:01 A.M. Standard Time at your mailing address shown above.

Business Description:

IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY.

THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT.

Commercial Property Coverage Part
Commercial General Liability Coverage Part
Commercial Crime Coverage Part
Commercial Inland Marine Coverage Part
Commercial Auto Coverage Part
Businessowners
Workers Compensation

PREMIUM
Total
PHPK2618523
31908
(650)287-2688
10/30/2024
100.00
319.00
$ 2,199.00
Non Profit Organization
DWNC, Inc. dba Cavalry Insurance Service
3401 Investment Blvd Ste 203
Hayward, CA 94545
10/30/2023
764.00
Total Includes Federal Terrorism Risk Insurance Act Coverage 6.00 Sexual/Physical Abuse 155.00
Club Stride, Inc.
181 Woodvale Ct
Vallejo, CA 94591-4160
861.00Professional Liability
CPD-PIIC-CW (02/21)
Includes copyrighted material of Insurance Services Office, Inc., with its permission.

FORM (S) AND ENDORSEMENT (S) MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule
*Omitsapplicable Formsand Endorsementsif shown in specific Coverage Part/Coverage Form Declarations Secretary President and CEO

PI-POL-FORM-SCH (08/20)
PI-POL-FORM-SCH (08/20)
Page of
Form Schedule – Policy
Policy Number:

Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

Form Edition Description
PHPK2618523
BJP-190-1
IL N 177
PI-FEES-NOTICE 1
PP2020

CPD-PIIC-CW

PI-LOC-SCH

PI-AI-SCH
PI-BELL-1
PI-CME-1
IL0017
IL0021
IL0102
IL0104
IL0270
IL0952
PI-ACL-001
PI-HS-029
PI-SAM-018
PI-TER-DN1
1298
0912
1119
0220
0221
0820
0820
1109
1009
1198
0908
0505
0907
0912
0115
1218
0220
0519
0121
Commercial Lines Policy Jacket
California Premium Refund Disclosure Notice
Notice Late/Non-Sufficient Funds/Reinstatement Fee
Privacy Notice For Commercial Lines
Common Policy Declarations
Location Schedule
Additional Insured Schedule
Bell Endorsement
Crisis Management Enhancement Endorsement
Common Policy Conditions
Nuclear Energy Liability Exclusion Endorsement
California Changes - Actual Cash Value
California Changes
California Changes - Cancellation And Nonrenewal
Cap On Losses From Certified Acts Of Terrorism
Absolute Cyber Liability And Electronic Exclusion
Exclusion - Adoption and Foster Care Operations
Absolute Abuse or Molestation Exclusion
Disclosure Notice Of Terrorism Ins Coverage Rejection
1 1
PI-LOC-SCH (08/20)
PI-LOC-SCH (08/20)
Page of
Locations Schedule
Policy Number:

Prems. Bldg.

No. No. Address
PHPK2618523
Vallejo, CA 94592-10110001 0001 1000 Azuar Ave
1 1
PI-AI-SCH (08/20)
PI-AI-SCH (08/20)
Page of
Additional Insured Schedule

Policy Number:

PHPK2618523
volunteers
Additional Insured
555 Santa Clara StVallejo, CA 94590-5922
Southern Land Company
CG2026 - General Liability
CA - Loc #ALL - ADDL INS PRIMARY & NON-CONTRIBUTORY INS Additional Insured
The City of Vallejo, its officers,officals, agents, employees, and 414 Union St Ste 1900
CG2026 - General Liability
Nashville, TN 37219-1782
RE: Contract
Additional Insured
CG2011 - CA - Loc #1
The Trustees of The California State
Additional Insured
University, California State University
Maritime Academy and their employees,
The County of Solano
officers, directors, volunteers and agents
its Officers, Agents and Employees
Cal Maritime Anchor Center
675 Texas St Ste 6500
201 Georgia St
Fairfield, CA 94533-6342
Vallejo, CA 94590-5905
1 2
PI-AI-SCH (08/20)
PI-AI-SCH (08/20)
Page of
Additional Insured Schedule

Policy Number:

PHPK2618523
CG2026 - General Liability
Additional Insured
The Center, The State of California,
Sierra Health Foundation, and their
representatives, constituent entities, affiliates, volunteers, officials,parents, subsidiaries, governing board and employees1321 Garden HwySacramento, CA 95833-9754 Sierra Health Foundation, and theirrespective officers, directors, agents, respective officers, directors, agents,
representatives, constituent entities, affiliates, volunteers, officials, parents, subsidiaries, governing board and employees1321 Garden Hwy Sacramento, CA 95833-9754
CA2048 - Commercial Automobile
Additional Insured
The Center, The State of California,
2 2

COMMERCIAL PROPERTY
CP P 004 07 06
CP P 004 07 06 © ISO Properties, Inc., 2006 Page 1 of 1

EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIAADVISORY NOTICE TO POLICYHOLDERS This Notice does not form a part of your insurance contract. No coverage is provided by this Notice, nor can it be construed to replace any provisions of your policy (including its endorsements). If there is any conflict between this Notice and the policy (including its endorsements), the provisions of the policy (including its endorsements) shall prevail.

Carefully read your policy, including the endorsements attached to your policy.

This Notice provides information concerning the following new endorsement, which applies to your new or re- newal policy being issued by us:

Exclusion Of Loss Due To Virus Or Bacteria Endorsement CP 01 75 07 06 This endorsement makes an explicit statement regarding a risk that is not covered under your Commercial Prop- erty insurance. It points out that there is no coverage under such insurance for loss or damage caused by or re- sulting from any virus, bacterium or other microorganism that induces or is capable of inducing physical distress, illness or disease. The exclusion in this endorsement applies to all coverages provided by your Commercial Prop- erty insurance, including (if any) property damage and business income coverages.

PI-CP-DS 00 (09/21)
PI-CP-DS 00 (09/21)

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

COMMERCIAL PROPERTY COVERAGE PART DECLARATIONS
Policy Number:

Named Insured:

See Supplemental Schedule Agent #
BUSINESS DESCRIPTION:

DESCRIPTION OF PREMISES:Prem. Bldg
No. No. Location, Fire Protection/Construction and Occupancy

SEE SCHEDULE ATTACHED
COVERAGES PROVIDED: Insurance at the described premises applies only for coverages for w hich a limit of insurance is show n or for w hich an entry is made.

Prem. Bldg. Limit of Causes of
No. No. Coverage Insurance Loss Form(1) Coinsurance(2) Deductible

SEE SCHEDULE ATTACHED
OPTIONAL COVERAGES:Prem. Bldg. Agreed Value Replacement Cost Inflation No. No. Coverage Amount ExpirationDate Incl.Stock Guard

SEE SCHEDULE ATTACHED
OPTIONAL COVERAGES: APPLIES TO BUSINESS INCOME ONLYPrem. Bldg. Agreed Value Agreed Value MonthlyLimit of Maximum Period of ExtendedPeriod No. No. Date Amount Indemnity (Fra ction) Indemnity Indemnity (Days)

SEE SCHEDULE ATTACHED
DEDUCTIBLE:

SEE SCHEDULE ATTACHED
MORTGAGE HOLDERS:

Refer To Mortgagee/Loss Payee Schedule
FORM(S) AND ENDORSEMENT(S) APPLICABLE TO THIS COVERAGE PART:

Refer To Forms Schedule
TOTAL PREMIUM FOR THIS COVERAGE PART $
(1) EQ (if show n) = Earthquake (2) Coinsurance %, Extra Expense %, Limits on Loss Payment or Value Reporting Form Symbol Countersignature Date Authorized Representative
Philadelphia Indemnity Insurance Company
PHPK2618523
31908
100.00
Club Stride, Inc.

Non Profit Organization
PI-CP-FORM-SCH 1 (09/21)
PI-CP-FORM-SCH 1 (09/21)
Page of
Form Schedule – Property
Policy Number:

Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

PHPK2618523

FORMS APPLICABLE TO ALL PREMISES AND COVERAGES
Form Edition Description
CP P 004 0706 Excl Of Loss Due To Virus Or Bacteria Advisory Notice PI-CP-DS 00 0921 Commercial Property Coverage Part Declarations PI-CP-SUPP-SCH 1 0921 Commercial Property Coverage Part Supplemental Sched CP0090 0788 Commercial Property Conditions CP0140 0706 Exclusion Of Loss Due To Virus Or Bacteria CP0449 1205 California Changes - Replacement Cost PI-CP-001 1001 Mold Exclusion
PI-CP-002 0204 Changes - Electronic Data

FORMS APPLICABLE TO SPECIFIC PREMISES AND COVERAGES
Form Edition Description
CP0010 1012 Building And Personal Property Coverage Form CA PREMS 001 BLDG 001 BUSINESS PERS PROPERTY
CP0030 1012 Business Income (And Extra Expense) Coverage Form CP1030 1012 Causes Of Loss - Special Form CA PREMS 001 BLDG 001 BUSINESS PERS PROPERTY
PI-EPE-HS 0609 Elite Property Enhancement: Human Services PI-NP-007 0401 Loss of Income Due to Workplace Violence 1 1
PI-CP-SUPP-SCH 1 (09/21)
PI-CP-SUPP-SCH 1 (09/21)
Page of

COMMERCIAL PROPERTY COVERAGE PART SUPPLEMENTAL SCHEDULE Policy Number:

Named Insured: Agent #
DESCRIPTION OF PREMISES:

Prem. Bldg.

No. No. Location, Fire Protection/Construction and Occupancy COVERAGES PROVIDED:Insurance at the described premises applies only for coverages for w hich a limit of insurance is show n or for w hich an entry is made.

Prem. Bldg. Limit of Causes of (1)
No. No. Coverage InsuranceLoss Form Coinsurance(2) Deductible OPTIONAL COVERAGES:Prem. Bldg. Agreed Value Replacement Cost Inflation No. No. Coverage Amount Expiration Date Incl. Stock Guard OPTIONAL COVERAGES: APPLIES TO BUSINESS INCOME ONLY
Prem. Bldg. Agreed Value Agreed Value MonthlyLimit of Maximum Period of Extended Period of No. No. Date Amount Indemnity(Fraction) Indemnity Indemnity(Days) Deductible Exceptions:
(1) EQ (if shown) = Earthquake (2) Coinsurance %, Extra Expense %, Limitson LossPayment or Value Reporting Form Symbol (5) 10% or $5,000 minimum
Philadelphia Indemnity Insurance Company
PHPK2618523
31908Club Stride, Inc.

SPECIAL
0001 001BUSINESS PERS PROPERTY (X) (X)

BUSINESS PERS PROPERTY

PROPERTY ELITE
FRAME
8,000
OFFICE
1,0000001
001
001
PC 02
1000 Azuar Ave Vallejo, CA 94592-10110001
80%
1 1

COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS

LIMITS OF INSURANCE
FORM OF BUSINESS:

SEE SCHEDULE ATTACHED

AUDIT PERIOD, ANNUAL, UNLESS OTHERWISE STATED:

Classifications Code No.

PremiumBasis

Rates
Prem./ Prod./
Ops. Comp. Ops

Advance Premiums
Prem./ Prod./
Ops. Comp. Ops.

SEE SCHEDULE ATTACHED

TOTAL PREMIUM FOR THIS COVERAGE PART: $ $

RETROACTIVE DATE (CG 00 02 ONLY)

FORM (S) AND ENDORSEMENT (S) APPLICABLE TO THIS COVERAGE PART: Refer To Forms Schedule

PHPK2618523
31908

NON PROFIT ORGANIZATION
This policy is not subject to premium audit.

Non Profit Organization
764.00
NONE
Page of

Form Schedule –
Policy Number:

Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

Form Edition Description

PHPK2618523
Gen Liab Dec
Gen Liab Schedule
CG0001
CG2011
CG2026
CG2101
CG2132
CG2147
CG2167
CG2170
CG2402
CG2404
CG3234
PI-GL-001
PI-GL-002 CA
PI-GL-005
PI-GL-042

PI-GLD-HS
PI-HS-005
PI-SAM-006
PI-SE-001
1004
0100
0413
0413
0413
1185
0509
1207
1204
0115
1204
0509
0105
0917
0208
0712
0422
1011
0704
0117
0720
Commercial General Liability Coverage Part Declaration
General Liability Schedule
Commercial General Liability Coverage Form
Additional Insured - Managers Or Lessors Of Premises
Additional Insured - Designated Person Or Organization
Exclusion - Athletic or Sports Participants
Communicable Disease Exclusion
Employment-Related Practices Exclusion
Fungi or Bacteria Exclusion
Cap On Losses From Certified Acts Of Terrorism
Binding Arbitration
Waiver of Transfer of Rights of Recovery Against Other
California Changes
Exclusion - Lead Liability
Exclusion - Asbestos Liability
Additional Insured Primary And Non-Contributory Ins
Total Exclusion - PFC/PFAS
General Liability Deluxe Endorsement: Human Services
Exclusion - Professional Liability Coverage
Abuse Or Molestation Exclusion
Special Events Endorsement
1 1

COMMERCIAL GENERAL
Policy Number:

Agent #
Philadelphia Indemnity Insurance Company
PHPK2618523
31908

IL N 119 10 15

IL N 119 10 15 © Insurance Services Office, Inc., 2015 Page 1 of 1

CALIFORNIA AUTO BODY REPAIR CONSUMER BILL OF RIGHTS

(This form was developed by the California Department of Insurance.)

A CONSUMER IS ENTITLED TO:

1. SELECT THE AUTO BODY REPAIR SHOP TO REPAIR AUTO BODY DAMAGE COVERED BY THE INSURANCE COMPANY. AN INSURANCE COMPANY SHALL NOT REQUIRE THE REPAIRS TO BE DONE AT A SPECIFIC AUTO BODY REPAIR SHOP.

2. AN ITEMIZED WRITTEN ESTIMATE FOR AUTO BODY REPAIRS AND, UPON COMPLETION OF REPAIRS, A DETAILED INVOICE. THE ESTIMATE AND THE INVOICE MUST INCLUDE AN ITEMIZED LIST OF PARTS AND LABOR ALONG WITH THE TOTAL PRICE FOR THE WORK PERFORMED. THE

ESTIMATE AND INVOICE MUST ALSO IDENTIFY ALL PARTS AS NEW, USED, AFTERMARKET, RECONDITIONED, OR REBUILT.

3. BE INFORMED ABOUT COVERAGE FOR TOWING AND STORAGE SERVICES.

4. BE INFORMED ABOUT THE EXTENT OF COVERAGE, IF ANY, FOR A REPLACEMENT RENTAL VEHICLE WHILE A DAMAGED VEHICLE IS BEING REPAIRED.

5. BE INFORMED OF WHERE TO REPORT SUSPECTED FRAUD OR OTHER COMPLAINTS AND CONCERNS ABOUT AUTO BODY REPAIRS.

6. SEEK AND OBTAIN AN INDEPENDENT REPAIR ESTIMATE DIRECTLY FROM A REGISTERED AUTO

BODY REPAIR SHOP FOR REPAIR OF A DAMAGED VEHICLE, EVEN WHEN PURSUING AN INSURANCE CLAIM FOR REPAIR OF THE VEHICLE.

COMPLAINTS WITHIN THE JURISDICTION OF THE BUREAU OF AUTOMOTIVE REPAIR Complaints concerning the repair of a vehicle by an auto body repair shop should be directed to:

Toll Free (866) 799-3811

Bureau of Automotive Repair
10949 North Mather Blvd.

Rancho Cordova, CA 95670
The Bureau of Automotive Repair can also accept complaints over its web site at: www.autorepair.ca.gov.

COMPLAINTS WITHIN THE JURISDICTION OF THE CALIFORNIA INSURANCE COMMISSIONER Any concerns regarding how an auto insurance claim is being handled should be submitted to the California Department of Insurance at:
(800) 927-4357 or (213) 897-8921

California Department of Insurance
Consumer Services Division
300 South Spring Street
Los Angeles, CA 90013
The California Department of Insurance can also accept complaints over its web site at: www.insurance.ca.gov.

POLICY NUMBER: COMMERCIAL AUTO
CA DS 03 03 10
CA DS 03 03 10 © Insurance Services Office, Inc., 2009 Page 1of 13

BUSINESS AUTO DECLARATIONS

ITEM ONE
Named Insured and Mailing Address:

Policy Period
From:

To: At 12:01 A.M. Standard Time at your mailing address.

Previous Policy Number:

Form Of Business:

In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy.

Premium shown is payable at inception: $
Audit Period (If Applicable):Annually Semiannually Quarterly Monthly Endorsements Attached To This Policy:

See Schedule Attached
Countersignature Of Authorized Representative
Name:

Title:

Signature:

Date:

Note
Officers' facsimile signatures may be inserted here, on the policy cover or elsewhere at the company's option.

Philadelphia Indemnity Insurance Company
PHPK2618523
10/30/2024

NON PROFIT ORGANIZATION
10/30/2023
PHPK2477583
Club Stride, Inc.181 Woodvale CtVallejo, CA 94591-4160

ITEM TWO
Schedule Of Coverages And Covered Autos
This policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those "autos" shown as covered "autos". "Autos" are shown as covered "autos" for a particular coverage by the entry of one or more of the symbols from the Covered Autos Section of the Business Auto Coverage Form next to the name of the coverage.

Coverages
Covered
Autos Limit Premium
Liability $ $
Personal Injury
Protection
(Or Equivalent
No-fault Coverage)
Separately Stated In Each Personal Injury
Protection Endorsement Minus
$
$ Deductible
Added Personal
Injury Protection
(Or Equivalent
Added
No-fault Coverage)
Separately Stated In Each Added Personal
Injury Protection
Endorsement
$
Property Protection
Insurance
(Michigan Only)
Separately Stated In The Property
Protection Insurance Endorsement Minus
$
$ Deductible
For Each Accident
Auto Medical
Payments
$ $
Medical Expense
And Income Loss
Benefits (Virginia
Only)
Separately Stated In The Medical Expense
And Income Loss Benefits Endorsement
$
Uninsured
Motorists
$ $
Underinsured
Motorists
(When Not Included
In Uninsured
Motorists Coverage)
$ $
08, 09 1,000,000 CSL 319.00
CA DS 03 03 10 © Insurance Services Office, Inc., 2009 Page 3of 13

ITEM TWO
Schedule Of Coverages And Covered Autos (Cont'd)
Coverages Covered Autos Limit Premium
Physical
Damage
Comprehensive
Coverage
Actual Cash Value Or Cost Of Repair,
Whichever Is Less, Minus
$
$ Deductible
For Each Covered Auto, But No
Deductible Applies To Loss Caused By
Fire Or Lightning
See Item Four for Hired or Borrowed Autos.

Physical
Damage
Specified
Causes Of
Loss
Coverage
Actual Cash Value Or Cost Of Repair,
Whichever Is Less, Minus
$
$ 25 Deductible
For Each Covered Auto For Loss Caused
By Mischief Or Vandalism
See Item Four for Hired or Borrowed Autos.

Physical
Damage
Collision
Coverage
Actual Cash Value Or Cost Of Repair,
Whichever Is Less, Minus
$
$ Deductible
For Each Covered Auto
See Item Four for Hired or Borrowed Autos.

Physical
Damage Towing
And Labor
$ For Each $
Disablement Of A Private Passenger Auto
$
Premium For Endorsements $
Estimated Total Premium* $
*This policy may be subject to final audit.

Terrorism All Per Coverage Endorsement
319.00

0.00

ITEM THREE
Schedule Of Covered Autos You Own
Covered Auto Number:

Town And State Where The Covered Auto Will Be Principally Garaged: SEE SCHEDULE ATTACHED Covered Auto Description
Year: Model: Trade Name:

Body Type: Serial Number (S):

Vehicle Identification Number (VIN):

Purchased
Original Cost New: $
Actual Cost New Or Used: $ New Used
Classification
Radius
Of
Operation
Business
Use
s=service
r=retail
c=commercial
Size GVW,
GCW Or
Vehicle Seating
Capacity
Age
Group
Secondary
Rating
Classification Code

SEE SCHEDULE ATTACHED
Except For Towing, All Physical Damage Loss Is Payable To You And The Loss Payee Named Below According To Their Interests In The Auto At The Time Of The Loss:SEE SCHEDULE(S) CA DS 03 03 10 © Insurance Services Office, Inc., 2009 Page 5of 13

ITEM THREE
Schedule Of Covered Autos You Own (Cont'd)
Coverages – Premiums, Limits And Deductibles
(Absence of a deductible or limit entry in any column below means that the limit or deductible entry in the corresponding Item Two column applies instead.)
Coverages Limit Premium
Liability $ SEE SCHEDULE ATTACHED $
Personal Injury
Protection
Stated In Each Personal Injury Protection
Endorsement Minus
$
$ Deductible
Added Personal
Injury Protection
Stated In Each Added Personal Injury
Protection Endorsement
$
Property Protection
Insurance
(Michigan Only)
Stated In The Property Protection
Insurance Endorsement Minus
$
$ Deductible
Auto Medical
Payments
$ $
Medical Expense And
Income Loss Benefits
(Virginia Only)
Stated In The Medical Expense And Income
Loss Benefits Endorsement For Each
Person
$
Comprehensive Stated In Item Two Minus $
$ Deductible
Specified Causes
Of Loss
Stated In Item Two Minus $
$ 25 Deductible
Collision Stated In Item Two Minus $
$ Deductible
Towing And Labor $ Per Disablement $
Total Premiums SEE SCHEDULE ATTACHED
Liability $
Personal Injury Protection $
Added Personal Injury Protection $
Property Protection Insurance (Michigan Only) $
Auto Medical Payments $
Medical Expense And Income Loss Benefits (Virginia Only) $ Comprehensive $
Specified Causes Of Loss $
Collision $
Towing And Labor $

ITEM FOUR
Schedule Of Hired Or Borrowed Covered Auto Coverage And Premiums Liability Coverage – Cost Of Hire Rating Basis For Autos Used In Your Motor Carrier Operations (Other Than Mobile Or Farm Equipment)
Liability Coverage
Estimated Annual
Cost Of Hire For All States Premium
Primary Coverage $ SEE SCHEDULE ATTACHED, IF

APPLICABLE
$
Excess Coverage $ SEE SCHEDULE ATTACHED, IF

APPLICABLE
$
Total Premium $
For "autos" used in your motor carrier operations, cost of hire means:
(a) The total dollar amount of costs you incurred for the hire of automobiles (includes "trailers" and semitrailers), and if not included therein,
(b) The total remunerations of all operators and drivers' helpers, of hired automobiles whether hired with a driver by lessor or an "employee" of the lessee, or any other third party, and (c) The total dollar amount of any other costs (i.e., repair, maintenance, fuel, etc.) directly associated with operating the hired automobiles whether such costs are absorbed by the "insured", paid to the lessor or owner, or paid to others.

Liability Coverage – Cost of Hire Rating Basis For Autos NOT Used In Your Motor Carrier Operations (Other Than Mobile Or Farm Equipment)
Liability Coverage State
Estimated Annual
Cost Of Hire For Each State Premium
Primary Coverage $ SEE SCHEDULE ATTACHED, IF

APPLICABLE
$
Excess Coverage $ SEE SCHEDULE ATTACHED, IF

APPLICABLE
$
Total Premium $
For "autos" NOTused in your motor carrier operations, cost of hire means the total amount you incur for the hire of "autos" you don't own (not including "autos" you borrow or rent from your partners or "employees" or their family members). Cost of hire does not include charges for services performed by motor carriers of property or passengers.

CA DS 03 03 10 © Insurance Services Office, Inc., 2009 Page 7of 13

ITEM FOUR
Schedule Of Hired Or Borrowed Covered Auto Coverage And Premiums (Cont'd) Physical Damage Coverages – Cost of Hire Rating Basis For All Autos (Other Than Mobile Or Farm Equipment)
Coverage State Limit Of Insurance
Estimated Annual
Cost Of Hire For Each
State
(Excluding Autos
Hired With A Driver) Premium
Comprehensive Actual Cash Value Or Cost Of
Repair, Whichever Is Less, Minus
$

SEE SCHEDULE

ATTACHED, IF

APPLICABLE
$
$ Deductible
For Each Covered Auto, But No
Deductible Applies To Loss
Caused By Fire Or Lightning
Specified
Causes Of Loss
Actual Cash Value Or Cost Of
Repair, Whichever Is Less, Minus
$ $
$ Deductible
For Each Covered Auto For Loss
Caused By Mischief Or Vandalism
Collision Actual Cash Value Or Cost Of
Repair, Whichever Is Less, Minus
$ $
$ Deductible
For Each Covered Auto
Total Premium $
For Physical Damage Coverages, cost of hire means the total amount you incur for the hire of "autos" you don't own (not including "autos" you borrow or rent from your partners or "employees" or their family members). Cost of hire does not include charges for any "auto" that is leased, hired, rented or borrowed with a driver.

ITEM FOUR
Schedule Of Hired Or Borrowed Covered Auto Coverage And Premiums (Cont'd) Cost Of Hire Rating Basis For Mobile Or Farm Equipment – Other Than Physical Damage Coverages Coverage State
Estimated Annual
Cost Of Hire For Each State Premium
Mobile Equipment Farm Equipment Mobile Equipment Farm Equipment Liability –
Primary
Coverage
$
SEE

SCHEDULE, IF

APPLICABLE
$ $ $
Liability –
Excess
Coverage
$ $ $ $
Personal Injury
Protection
$ $ $ $
Medical
Expense
Benefits
(Virginia Only)
$ $ $ $
Income Loss
Benefits
(Virginia Only)
$ $ $ $
Auto Medical
Payments
$ $ $ $
Total Premiums$ $
Cost of hire means the total amount you incur for the hire of "autos" you don't own (not including "autos" you borrow or rent from your partners or "employees" or their family members). Cost of hire does not include charges for services performed by motor carriers of property or passengers.

CA DS 03 03 10 © Insurance Services Office, Inc., 2009 Page 9of 13

ITEM FOUR
Schedule Of Hired Or Borrowed Covered Auto Coverage And Premiums (Cont'd) Cost Of Hire Rating Basis For Mobile Or Farm Equipment – Physical Damage Coverages Coverage State Limit Of Insurance
Estimated Annual
Cost Of Hire For Each State
(Excluding Autos Hired With
A Driver) Premium
Mobile
Equipment
Farm
Equipment
Mobile
Equipment
Farm
Equipment
Compre-
hensive
Actual Cash Value Or
Cost Of Repair,
Whichever Is Less, Minus
$
SEE

SCHEDULE,
IF

APPLICABLE
$ $ $
$ Ded.

For Each Covered Auto,
But No Deductible
Applies To Loss Caused
By Fire Or Lightning
Specified
Causes
Of Loss
Actual Cash Value Or
Cost Of Repair,
Whichever Is Less, Minus
$ $ $ $
$ Ded.

For Each Covered Auto
For Loss Caused By
Mischief Or Vandalism
Collision Actual Cash Value Or
Cost Of Repair,
Whichever Is Less, Minus
$ $ $ $
$ Ded.

For Each Covered Auto
Total Premiums $ $
For Physical Damage Coverages, cost of hire means the total amount you incur for the hire of "autos" you don't own (not including "autos" you borrow or rent from your partners or "employees" or their family members). Cost of hire does not include charges for any auto that is leased, hired, rented or borrowed with a driver.

ITEM FOUR
Schedule Of Hired Or Borrowed Covered Auto Coverage And Premiums (Cont'd) Rental Period Rating Basis For Mobile Or Farm Equipment Coverage
Town and State
Where The Job Site
Is Located
Estimated Number Of
Days Equipment Will
Be Rented Premium
Mobile
Equipment
Farm
Equipment Mobile Equipment Farm Equipment
Liability – Primary
Coverage
$ $
Liability – Excess
Coverage
$ $
Personal Injury
Protection
$ $
Medical Expense
Benefits
(Virginia Only)
$ $
Income Loss
Benefits
(Virginia Only)
$ $
Auto Medical
Payments
$ $
Total Premiums$ $
CA DS 03 03 10 © Insurance Services Office, Inc., 2009 Page 11of 13

ITEM FIVE
Schedule For Non-ownership Liability
Named Insured's
Business Rating Basis Number Premium
Other Than Garage Service
Operations And Other Than
Social Service Agencies
Number Of Employees $
Number Of Partners
(Active and Inactive)
$
Garage Service Operations Number Of Employees Whose
Principal Duty Involves
The Operation Of Autos
$
Number Of Partners
(Active and Inactive)
$
Social Service Agencies Number Of Employees $
Number Of Volunteers Who
Regularly Use Autos
To Transport Clients
$
Number Of Partners
(Active and Inactive)
$
Total Premium $

ITEM SIX
Schedule For Gross Receipts Or Mileage Basis
Address Of Business Headquarters Location:

Type Of Risk (Check one): Public Autos Leasing Or Rental Concerns Rating Basis (Check one): Gross Receipts (Per $100) Mileage (Per Mile) Estimated Yearly (Gross Receipts Or Mileage):

Premiums
Liability $
Personal Injury Protection $
Added Personal Injury Protection $
Property Protection Insurance (Michigan Only) $
Auto Medical Payments $
Medical Expense And Income Loss Benefits (Virginia Only) $ Comprehensive $
Specified Causes Of Loss $
Collision $
Towing And Labor $
3 319.00
319.00

ITEM SIX
Schedule For Gross Receipts Or Mileage Basis (Cont'd)
Address Of Business Headquarters Location:

Type Of Risk (Check one): Public Autos Leasing Or Rental Concerns Rating Basis (Check one): Gross Receipts (Per $100) Mileage (Per Mile) Estimated Yearly (Gross Receipts Or Mileage):

Premiums
Liability $
Personal Injury Protection $
Added Personal Injury Protection $
Property Protection Insurance (Michigan Only) $
Auto Medical Payments $
Medical Expense And Income Loss Benefits (Virginia Only) $ Comprehensive $
Specified Causes Of Loss $
Collision $
Towing And Labor $
Address Of Business Headquarters Location:

Type Of Risk (Check one): Public Autos Leasing Or Rental Concerns Rating Basis (Check one): Gross Receipts (Per $100) Mileage (Per Mile) Estimated Yearly (Gross Receipts Or Mileage):

Premiums
Liability $
Personal Injury Protection $
Added Personal Injury Protection $
Property Protection Insurance (Michigan Only) $
Auto Medical Payments $
Medical Expense And Income Loss Benefits (Virginia Only) $ Comprehensive $
Specified Causes Of Loss $
Collision $
Towing And Labor $
CA DS 03 03 10 © Insurance Services Office, Inc., 2009 Page 13of 13 When used as a premium basis:

FOR PUBLIC AUTOS
Gross receipts means the total amount earned by the named insured for transporting passengers, mail and merchandise.

Gross receipts does not include:

A. Amounts paid to air, sea or land carriers operating under their own permits.

B. Advertising revenue.

C. Taxes collected as a separate item and paid directly to the government.

D. C.O.D. collections for cost of mail or merchandise including collection fees.

Mileage means the total live and dead mileage of all revenue producing "autos" during the policy period.

FOR RENTAL OR LEASING CONCERNS
Gross receipts means the total amount earned by the named insured for the leasing or renting of "autos" to others without drivers.

Mileage means the total live and dead mileage of all "autos" you leased or rented to others without drivers.

Page of

Form Schedule –
Policy Number:

Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

Form Edition Description

PHPK2618523
IL N 119
CADS03
Hired Or Borrowed Auto Sche
CA0001
CA0143
CA2048
PI-AUT-001
1015
0310
0706
0310
0507
0299
0116
California Auto Body Repair Consumer Bill Of Rights
Business Auto Declarations
Schedule Of Hired Or Borrowed Covered Auto
Business Auto Coverage Form
California Changes
Designated Insured
Cap On Losses From Certified Acts Of Terrorism
1 1
Policy Number:

Schedule Of Hired Or Borrowed Covered Auto Coverage And Premiums Coverage State Cost of HireDeductibleRate Premium Page of
PHPK2618523
Liability Coverage CA 2.85700
Total Premium -
1 1
PI-HS-003D (07/04)
Includes Copyrighted Material of the Insurance Service Office, Inc Used with its Permission.

Page1 of 1

PHILADELPHIA INDEMNITY INSURANCE COMPANY

HUMAN SERVICES ORGANIZATION PROFESSIONAL LIABILITY COVERAGE PART

DECLARATIONS
POLICY NO. Effective Date:
12:01 A.M. Standard Time

LIMITS OF INSURANCE
AGGREGATE LIMIT $ EACH PROFESSIONAL INCIDENT LIMIT $

BUSINESS DESCRIPTION
Form of Business:

Business Description:

PREMIUM: $
FORMS AND ENDORSEMENTS (Other than Applicable Forms and Endorsements Shown Elsewhere in the Policy) Forms and Endorsements Applying to this Coverage Part and Made Part of this Policy at Time of Issue:

SEE SCHEDULE
THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD.

PHPK2618523

NON PROFIT ORGANIZATION
Non Profit Organization
10/30/2023
861.00
1,000,000
2,000,000
Page of

Form Schedule –Professional Liability
Policy Number:

Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

Form Edition Description

PHPK2618523
PI-HS-003D
PI-ARB-1
PI-HS-003
PI-HS-024
0704
0403
0704
0418
Human Services Org Professional Liability Cov Part Dec
Binding Arbitration
Human Services Organization Professional Liability Cov
Amendment Of Excl - Prescription/Nonprescription Drugs
1 1
Philadelphia Indemnity Insurance Company
PI-SAM-008D (01/17)
PI-SAM-008D (01/17)

©2017 Philadelphia Consolidated Holding Corp.

Includes copyrighted material of Insurance Services Office, Inc., with permission.

ABUSIVE CONDUCT LIABILITY COVERAGE FORM

POLICY DECLARATIONS
PLEASE READ THIS POLICY CAREFULLY.

Policy Number: ____________________________ Effective date: __________________________ 12:01 A.M. Standard Time
LIMITS OF INSURANCE:

AGGREGATE LIMIT $_________________ EACH ABUSIVE CONDUCT LIMIT $_________________ DEDUCTIBLE: $_________________ BUSINESS DESCRIPTION:

Form of Business:

Business Description:

PREMIUM:

FORMS AND ENDORSEMENTS(Other than Applicable Forms and Endorsements Shown Elsewhere in the Policy)
Forms and Endorsements Applying to this Coverage Part and Made Part of this Policy at Time of Issue:

SEE SCHEDULE ATTACHED
PHPK2618523

NON PROFIT ORGANIZATION
Non Profit Organization
10/30/2023
1,000,000
1,000,000
NONE
$ 155.00
PI-SAM FORM SCH 1 (05/19)

Form Schedule – Abusive Conduct Liability

Policy Number:

Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

Form Edition Description

Page of

PI-SAM FORM SCH 1 (05/19)
PHPK2618523
PI-SAM-008D
PI-ARB-1
PI-SAM-008
0117
0403
0519
Abusive Conduct Liability Coverage Policy Dec
Binding Arbitration
Abusive Conduct Liability Coverage Form
1 1
PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BELL ENDORSEMENT
Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows:

I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS
The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached.

COVERAGE LIMITS OF INSURANCE
Business Travel Accident Benefit $50,000
Conference Cancellation $25,000
Donation Assurance $50,000
Emergency Real Estate Consulting Fee $50,000
Fundraising Event Blackout $25,000
Identity Theft Expense $50,000
Image Restoration and Counseling $50,000
Key Individual Replacement Expenses $50,000
Kidnap Expense $50,000
Political Unrest $5,000 per employee:
$25,000 policy limit
Temporary Meeting Space Reimbursement $25,000
Terrorism Travel Reimbursement $50,000
Travel Delay Reimbursement $1,500
Workplace Violence Counseling $50,000

PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies
II. CONDITIONS
A. Applicability of Coverage
Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable.

B. Limits of Liability or Limits of Insurance

1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy, the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy.

2. Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations.

C. Claim Expenses
Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser.

III. ADDITIONAL COVERAGES
A. Business Travel Accident Benefit
We will pay a Business Travel Accident Benefit to the insured if a director or officer suffers injury or death while traveling on a common carrier for your business during the policy period.

For the purpose of Business Travel Accident Benefit coverage, injury means:

1. Physical damage to the body caused by violence, fracture, or an accident that results in loss of life not later than one hundred eighty (180) days after the policy expiration, the date of cancellation or the date of non-renewal;

2. Accidental loss of limbs or multiple fingers;

3. Total loss of sight, speech or hearing.

The limit of insurance for this coverage is $50,000 per policy period for all insureds combined.

No deductible applies to this coverage.

The Business Travel Accident Benefit shall not be payable if the cause of the injury was:

1. An intentional act by the insured;

2. An act of suicide or attempted suicide;

3. An act of war; or

4. A disease process.

PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies
B. Conference Cancellation
We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a “natural catastrophe” or a “communicable disease” outbreak that forces the cancellation of the conference.

With respect to a conference cancellation claim, it is further agreed as follows:

1. The insured employee must have registered for the conference at least thirty (30) days prior to the cancellation; and

2. The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference.

The limit of insurance for this coverage is $25,000 per policy period for all insureds combined.

No deductible applies to this coverage.

C. Donation Assurance
If the insured is a 501(c)(3) status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for “failed donation claim(s).” With respect to any “failed donation claim,” it is further agreed as follows:

1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7) years prior to the time said pledge was made to the insured;

2. For non-cash donations, our payment of a “failed donation claim” shall be based on the fair market value of said non-cash donation at the time of the “failed donation claim”;

3. In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the “failed donation claim”:
a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and
b. The donor shall be unemployed for at least sixty (60) days prior to a claim being submitted by the insured;

4. No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and

5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation.

The limit of insurance for this coverage is $50,000 per policy period for all insureds combined.

No deductible applies to this coverage.

D. Emergency Real Estate Consulting Fee
We will reimburse the insured any realtor’s fee or real estate consultant’s fee necessitated by the insured’s need to relocate due to the “unforeseeable destruction” of the insured’s “principal location” listed in the Declarations during the policy period. The limit of insurance for this PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies
coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage.

E. Fundraising Event Blackout
We will reimburse the insured for “fundraising expenses” that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re-scheduled. The fundraising event must have been planned at least thirty (30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage.

F. Identity Theft Expense
We will reimburse any present director or officer of the named insured for “identity theft expenses” incurred as the direct result of any “identity theft” first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured’s first policy with us. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage.

G. Image Restoration and Counseling
We will reimburse the insured for expenses incurred for image restoration and counseling arising out of “improper acts” by any natural person.

Covered expenses are limited to:

1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured;

2. The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of “improper acts”; and

3. The costs of restoring the named insured’s reputation and consumer confidence through image consulting.

The limit of insurance for this coverage is $50,000 per policy period for all insureds combined.

No deductible applies to this coverage.

H. Key Individual Replacement Expenses
We will pay “key individual replacement expenses” if the Chief Executive Officer or Executive Director suffers an “injury” during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of $50,000 or ten (10) times the annual premium paid for this policy. No deductible applies to this coverage.

I. Kidnap Expense
We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, “domestic partner,” parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim.

Reasonable fees will include:

PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies

1. Fees and costs of independent negotiators;

2. Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat;

3. Travel costs and accommodations incurred by the named insured;

4. Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and

5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of:
a. Up to thirty (30) days after their release, if the director or officer has not yet returned to work;
b. Discovery of their death;
c. One hundred twenty (120) days after the last credible evidence following abduction that they are still alive; or
d. Twelve (12) months after the date of the kidnapping.

The limit of insurance for this coverage is $50,000 each policy period for all insureds combined.

No deductible applies to this coverage.

J. Political Unrest Coverage
We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for “emergency evacuation expenses” that are incurred as a result of an incident of “political unrest.” This “political unrest” must occur during the policy period. No coverage is granted for travel to countries in a state of “political unrest” at the time of departure of the travel. The limit of insurance for this coverage is $5,000 per covered person, subject to a maximum of $25,000 per policy period for all insureds combined. No deductible applies to this coverage.

K. Temporary Meeting Space Reimbursement
We will reimburse the insured for rental of meeting space which is necessitated by the temporary unavailability of the insured’s primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporary meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage.

L. Terrorism Travel Reimbursement
We will reimburse any present director or officer of the named insured in the event of a “certified act of terrorism” during the policy period which necessitates that he/she incurs “emergency travel expenses.” The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage.

PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies
M. Travel Delay Reimbursement
We will reimburse any present director or officer of the named insured for any “non- reimbursable expenses” they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage.

N. Workplace Violence Counseling
We will reimburse the insured for emotional counseling expenses incurred directly as a result of a “workplace violence” incident at any of the insured’s premises during the policy period. The emotional counseling expenses incurred must have been for:

1. Your employees who were victims of, or witnesses to the “workplace violence”;

2. The spouse, “domestic partner,” parents or children of your employees who were victims of, or witnesses to the “workplace violence”; and

3. Any other person or persons who directly witnessed the “workplace violence” incident.

The limit of insurance for this coverage is $50,000 per policy period for all insureds combined.

No deductible applies to this coverage.

IV. DEFINITIONS
For the purpose of this endorsement, the following definitions apply:

A. “Certified act of terrorism” means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions.

B. “Communicable disease” means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire’s Disease.

C. “Domestic partner” means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured.

D. “Emergency evacuation expenses” mean:

1. Additional lodging expenses;

2. Additional transportation costs;

3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of “political unrest”; and

4. Translation services, message transmittals and other communication expenses. provided that these expenses are not otherwise reimbursable.

E. “Emergency travel expenses” mean:

PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies

1. Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of a “certified act of terrorism”; and

2. The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a “certified act of terrorism”;
provided that these expenses are not otherwise reimbursable.

F. “Failed donation claim” means written notice to the insured during the policy period of:

1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or

2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured.

G. “Fundraising expenses” mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you.

H. “Identity theft” means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer (or spouse or “domestic partner” thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law.

I. “Identity theft expenses” mean:

1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies;

2. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; and

3. Loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information.

J. “Improper acts” means any actual or alleged act of:

1. Sexual abuse;

2. Sexual intimacy;

3. Sexual molestation; or

4. Sexual assault;
committed by an insured against any natural person who is not an insured. Such “improper acts” must have been committed by the insured while in his or her capacity as an insured.

K. “Injury” whenever used in this endorsement, other than in Section III. A. Business Travel, PI-BELL-1 (11/09)

© 2009 Philadelphia Insurance Companies
means any physical damage to the body caused by violence, fracture or an accident.

L. “Key individual replacement expenses” mean the following necessary expenses:

1. Costs of advertising the employment position opening;

2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and

3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract.

M. “Natural catastrophe” means hurricane, tornado, earthquake or flood.

N. “Non-reimbursable expenses” means the following travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt:

1. Meals and lodging;

2. Alternative transportation;

3. Clothing and necessary toiletries; and

4. Emergency prescription and non-prescription drug expenses.

O. “Political unrest” means:

1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States;

2. A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or

3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government’s ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State.

P. “Principal location” means the headquarters, home office or main location where most business is substantially conducted.

Q. “Unforeseeable destruction” means damage resulting from a “certified act of terrorism,” fire, collision or collapse which renders all of the insured’s “principal locations” completely unusable.

R. “Workplace violence” means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily “injury” or death of any person while on the insured’s premises.

PI-CME-1 (10/09)

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CRISIS MANAGEMENT ENHANCEMENT ENDORSEMENT
Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows:

Solely for the purpose of this endorsement: 1) The words “you” and “your” refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. 2) The words “we,” “us” and “our” refer to the company providing this insurance.

I. SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS
The following is the Limit of Liability provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached.

II. CONDITIONS
A. Applicability of Coverage
Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. All other terms and conditions of the policy or coverage part to which this endorsement is attached remain unchanged.

B. Limits of Liability or Limits of Insurance
When coverage is provided by this endorsement and any other coverage form or endorsement attached to this policy, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Liability or Limit of Insurance.

C. Claim Expenses
Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser.

III. ADDITIONAL COVERAGES
A. We will reimburse you for “crisis management emergency response expenses” incurred because of an “incident” giving rise to a “crisis” to which this insurance applies. The amount of such reimbursement is limited as described in Section II. CONDITIONS, B. Limits of Liability or Limits of Insurance. No other obligation or liability to pay sums or perform acts or services is covered.

B. We will reimburse only those “crisis management emergency response expenses” which are incurred during the policy period as shown in the Declarations of the policy to which this coverage is attached and reported to us within six (6) months of the date the “crisis” was initiated.

Crisis Management Expense $25,000
PI-CME-1 (10/09)

IV. DEFINITIONS
A. “Crisis” means the public announcement that an “incident” occurred on your premises or at an event sponsored by you.

B. “Crisis management emergency response expenses” mean those expenses incurred for services provided by a “crisis management firm.” However, “crisis management emergency response expenses” shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your employees, nor shall “crisis management emergency response expenses” include any expenses that are payable on your behalf or reimbursable to you under any other valid and collectible insurance.

C. “Crisis management firm” means any service provider you hire that is acceptable to us. Our consent will not be unreasonably withheld.

D. “Incident” means an accident or other event, including the accidental discharge of pollutants, resulting in death or serious bodily injury to three or more persons.

E. “Serious bodily injury” means any injury to a person that creates a substantial risk of death, serious permanent disfigurement, or protracted loss or impairment of the function of any bodily member or organ.

IL 00 17 11 98
IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page1 of 1 

COMMON POLICY CONDITIONS
All Coverage Parts included in this policy are subject to the following conditions.

A. Cancellation

1. The first Named Insured shown in the Declara-
tions may cancel this policy by mailing or de-
livering to us advance written notice of cancel-
lation.

2. We may cancel this policy by mailing or deliv-
ering to the first Named Insured written notice
of cancellation at least:
a. 10 days before the effective date of cancel-
lation if we cancel for nonpayment of pre-
mium; or
b. 30 days before the effective date of cancel-
lation if we cancel for any other reason.

3. We will mail or deliver our notice to the first
Named Insured's last mailing address known to
us.

4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.

5. If this policy is cancelled, we will send the first
Named Insured any premium refund due. If we
cancel, the refund will be pro rata. If the first
Named Insured cancels, the refund may be
less than pro rata. The cancellation will be ef-
fective even if we have not made or offered a
refund.

6. If notice is mailed, proof of mailing will be suf-
ficient proof of notice.

B. Changes
This policy contains all the agreements between
you and us concerning the insurance afforded.

The first Named Insured shown in the Declara-
tions is authorized to make changes in the terms
of this policy with our consent. This policy's terms
can be amended or waived only by endorsement
issued by us and made a part of this policy.

C. Examination Of Your Books And Records
We may examine and audit your books and rec-
ords as they relate to this policy at any time during
the policy period and up to three years afterward.

D. Inspections And Surveys

1. We have the right to:
a. Make inspections and surveys at any time;
b. Give you reports on the conditions we find;
and
c. Recommend changes.

2. We are not obligated to make any inspections,
surveys, reports or recommendations and any
such actions we do undertake relate only to in-
surability and the premiums to be charged. We
do not make safety inspections. We do not un-
dertake to perform the duty of any person or
organization to provide for the health or safety
of workers or the public. And we do not warrant
that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

3. Paragraphs1. and 2. of this condition apply
not only to us, but also to any rating, advisory,
rate service or similar organization which
makes insurance inspections, surveys, reports
or recommendations.

4. Paragraph2. of this condition does not apply
to any inspections, surveys, reports or recom-
mendations we may make relative to certifica-
tion, under state or municipal statutes, ordi-
nances or regulations, of boilers, pressure ves-
sels or elevators.

E. Premiums
The first Named Insured shown in the Declara-
tions:

1. Is responsible for the payment of all premiums;
and

2. Will be the payee for any return premiums we
pay.

F. Transfer Of Your Rights And Duties Under
This Policy
Your rights and duties under this policy may not
be transferred without our written consent except
in the case of death of an individual named in-
sured.

If you die, your rights and duties will be trans-
ferred to your legal representative but only while
acting within the scope of duties as your legal rep-
resentative. Until your legal representative is ap-
pointed, anyone having proper temporary custody
of your property will have your rights and duties
but only with respect to that property.

IL 00 21 09 08

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

IL 00 21 09 08 © ISO Properties, Inc., 2007 Page 1 of 2

NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT
(Broad Form)

This endorsement modifies insurance provided under the following:

COMMERCIAL AUTOMOBILE COVERAGE PART

COMMERCIAL GENERAL LIABILITY COVERAGE PART

FARM COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

MEDICAL PROFESSIONAL LIABILITY COVERAGE PART

OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY

1. The insurance does not apply:

A. Under any Liability Coverage, to "bodily injury"
or "property damage":
(1) With respect to which an "insured" under
the policy is also an insured under a nu-
clear energy liability policy issued by Nu-
clear Energy Liability Insurance Associa-
tion, Mutual Atomic Energy Liability
Underwriters, Nuclear Insurance Associa-
tion of Canada or any of their successors,
or would be an insured under any such pol-
icy but for its termination upon exhaustion
of its limit of liability; or
(2) Resulting from the "hazardous properties"
of "nuclear material" and with respect to
which (a) any person or organization is re-
quired to maintain financial protection pur-
suant to the Atomic Energy Act of 1954, or
any law amendatory thereof, or (b) the "in-
sured" is, or had this policy not been issued
would be, entitled to indemnity from the
United States of America, or any agency
thereof, under any agreement entered into
by the United States of America, or any
agency thereof, with any person or organi-
zation.

B. Under any Medical Payments coverage, to
expenses incurred with respect to "bodily in-
jury" resulting from the "hazardous properties"
of "nuclear material" and arising out of the op-
eration of a "nuclear facility" by any person or
organization.

C. Under any Liability Coverage, to "bodily injury"
or "property damage" resulting from "hazard-
ous properties" of "nuclear material", if:
(1) The "nuclear material" (a) is at any "nuclear
facility" owned by, or operated by or on be-
half of, an "insured" or (b) has been dis-
charged or dispersed therefrom;
(2) The "nuclear material" is contained in
"spent fuel" or "waste" at any time pos-
sessed, handled, used, processed, stored,
transported or disposed of, by or on behalf
of an "insured"; or
(3) The "bodily injury" or "property damage"
arises out of the furnishing by an "insured"
of services, materials, parts or equipment in
connection with the planning, construction,
maintenance, operation or use of any "nu-
clear facility", but if such facility is located
within the United States of America, its terri-
tories or possessions or Canada, this ex-
clusion (3) applies only to "property dam-
age" to such "nuclear facility" and any
property thereat.

2. As used in this endorsement:
"Hazardous properties" includes radioactive, toxic
or explosive properties.
"Nuclear material" means "source material", "spe-
cial nuclear material" or "by-product material".

"Source material", "special nuclear material", and
"by-product material" have the meanings given
them in the Atomic Energy Act of 1954 or in any
law amendatory thereof.
"Spent fuel" means any fuel element or fuel com-
ponent, solid or liquid, which has been used or ex-
posed to radiation in a "nuclear reactor".
"Waste" means any waste material (a) containing
"by-product material" other than the tailings or
wastes produced by the extraction or concentra-
tion of uranium or thorium from any ore processed
primarily for its "source material" content, and (b)
resulting from the operation by any person or or-
ganization of any "nuclear facility" included under
the first two paragraphs of the definition of "nu-
clear facility".
"Nuclear facility" means:
(a) Any "nuclear reactor";
(b) Any equipment or device designed or used
for (1) separating the isotopes of uranium or
plutonium, (2) processing or utilizing "spent
fuel", or (3) handling, processing or packag-
ing "waste";
(c) Any equipment or device used for the proc-
essing, fabricating or alloying of "special
nuclear material" if at any time the total
amount of such material in the custody of
the "insured" at the premises where such
equipment or device is located consists of
or contains more than 25 grams of pluto-
nium or uranium 233 or any combination
thereof, or more than 250 grams of uranium
235;
(d) Any structure, basin, excavation, premises
or place prepared or used for the storage or
disposal of "waste";
and includes the site on which any of the foregoing
is located, all operations conducted on such site
and all premises used for such operations.
"Nuclear reactor" means any apparatus designed
or used to sustain nuclear fission in a self-
supporting chain reaction or to contain a critical
mass of fissionable material.
"Property damage" includes all forms of radioac-
tive contamination of property.

IL 01 02 05 05
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

IL 01 02 05 05 © ISO Properties, Inc., 2005 Page 1 of 1 CALIFORNIA CHANGES – ACTUAL CASH VALUE
This endorsement modifies insurance provided under the following:

CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART

COMMERCIAL INLAND MARINE COVERAGE PART

COMMERCIAL PROPERTY COVERAGE PART

FARM COVERAGE PART

STANDARD PROPERTY POLICY
With respect to an "open policy", the following are
added to any provision which uses the term actual
cash value:

A.In the event of a total loss to a building or struc-
ture, actual cash value is calculated as the lesser
of the following:

1. The Limit of Insurance applicable to that
building or structure; or

2. The fair market value of the building or struc-
ture.

B.In the event of a partial loss to a building or struc- ture, actual cash value is calculated as the lesser
of the following:

1. The amount it would cost to repair, rebuild or
replace the property less a fair and reason-
able deduction for physical depreciation of the
components of the building or structure that
are normally subject to repair or replacement
during its useful life. Physical depreciation is
based upon the condition of the property at
the time of the loss; or

2. The Limit of Insurance applicable to the prop-
erty.

C.In the event of a partial or total loss to Covered
Property other than a building or structure, actual
cash value is calculated as the lesser of the fol-
lowing:

1. The amount it would cost to repair or replace
the property less a fair and reasonable de-
duction for physical depreciation, based on
the condition of the property at the time of
loss; or

2. The Limit of Insurance applicable to the prop-
erty.

D.An "open policy" is a policy under which the
value of Covered Property is not fixed at policy
inception, but is determined at the time of loss in
accordance with policy provisions on valuation.

The term "open policy" does not apply to Cov-
ered Property that is subject to an Agreed Value
clause or similar clause that establishes an
agreed value prior to loss, unless such clause
has expired.

IL 01 04 09 07
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

IL 01 04 09 07 © ISO Properties, Inc., 2006 Page 1 of 2

CALIFORNIA CHANGES
This endorsement modifies insurance provided under the following:

COMMERCIAL INLAND MARINE COVERAGE PART

COMMERCIAL PROPERTY COVERAGE PART

EQUIPMENT BREAKDOWN COVERAGE PART
FARM COVERAGE PART – FARM PROPERTY – OTHER FARM PROVISIONS FORM – ADDITIONAL

COVERAGES, CONDITIONS, DEFINITIONS
FARM COVERAGE PART – LIVESTOCK COVERAGE FORM
FARM COVERAGE PART – MOBILE AGRICULTURAL MACHINERY AND EQUIPMENT COVERAGE FORM

STANDARD PROPERTY POLICY
A.When this endorsement is attached to the Stan-
dard Property Policy CP 00 99 the term Coverage
Part in this endorsement is replaced by the term
Policy.

B.The Concealment, Misrepresentation Or Fraud
Condition is replaced by the following with respect
to loss ("loss") or damage caused by fire:

We do not provide coverage to the insured ("in-
sured") who, whether before or after a loss
("loss"), has committed fraud or intentionally con-
cealed or misrepresented any material fact or cir-
cumstance concerning:

1. This Coverage Part;

2. The Covered Property;

3. That insured’s ("insured's") interest in the Cov-
ered Property; or

4. A claim under this Coverage Part or Coverage
Form.

C. The Concealment, Misrepresentation Or Fraud
Condition is replaced by the following with respect
to loss ("loss") or damage caused by a Covered
Cause of Loss other than fire:

This Coverage Part is void if any insured ("in-
sured"), whether before or after a loss ("loss"), has
committed fraud or intentionally concealed or mis-
represented any material fact or circumstance
concerning:

1. This Coverage Part;

2. The Covered Property;

3. An insured’s ("insured's") interest in the Cov-
ered Property; or

4. A claim under this Coverage Part or Coverage
Form.

D.Except as provided in E.,theAppraisal Condition
is replaced by the following:

If we and you disagree on the value of the prop-
erty or the amount of loss ("loss"), either may
make written request for an appraisal of the loss
("loss"). If the request is accepted, each party will
select a competent and impartial appraiser. Each
party shall notify the other of the appraiser se-
lected within 20 days of the request. The two ap-
praisers will select an umpire. If they cannot agree
within 15 days, either may request that selection
be made by a judge of a court having jurisdiction.

The appraisers will state separately the value of
the property and amount of loss ("loss"). If they fail
to agree, they will submit their differences to the
umpire. A decision agreed to by any two will be
binding. Each party will:

1. Pay its chosen appraiser; and

2. Bear the other expenses of the appraisal and
umpire equally.

If there is an appraisal, we will still retain our right to deny the claim.

E. The Appraisal Condition in:

1. Business Income (And Extra Expense) Cover-
age Form CP 00 30; and

2. Business Income (Without Extra Expense)
Coverage Form CP 00 32;

is replaced by the following:

If we and you disagree on the amount of Net In-
come and operating expense or the amount of
loss, either may make written request for an ap-
praisal of the loss. If the request is accepted, each
party will select a competent and impartial ap-
praiser. Each party shall notify the other of the ap-
praiser selected within 20 days of the request. The
two appraisers will select an umpire. If they cannot
agree within 15 days, either may request that se-
lection be made by a judge of a court having juris-
diction. The appraisers will state separately the
amount of Net Income and operating expense or
amount of loss. If they fail to agree, they will sub-
mit their differences to the umpire. A decision
agreed to by any two will be binding. Each party
will:
a. Pay its chosen appraiser; and
b. Bear the other expenses of the appraisal and
umpire equally.

If there is an appraisal, we will still retain our right to deny the claim.

IL 02 70 09 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

IL 02 70 09 12 © Insurance Services Office, Inc., 2012 Page 1 of 4 CALIFORNIA CHANGES – CANCELLATIONAND NONRENEWAL
This endorsement modifies insurance provided under the following:

CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART

COMMERCIAL AUTOMOBILE COVERAGE PART

COMMERCIAL GENERAL LIABILITY COVERAGE PART

COMMERCIAL INLAND MARINE COVERAGE PART

COMMERCIAL PROPERTY COVERAGE PART

CRIME AND FIDELITY COVERAGE PART

EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART

EQUIPMENT BREAKDOWN COVERAGE PART

FARM COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

MEDICAL PROFESSIONAL LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
A.Paragraphs 2. and 3. of the Cancellation
Common Policy Condition are replaced by the
following:

2. All Policies In Effect For 60 Days Or Less
If this policy has been in effect for 60 days or
less, and is not a renewal of a policy we have
previously issued, we may cancel this policy by
mailing or delivering to the first Named Insured,
at the mailing address shown in the policy, and
to the producer of record, advance written
notice of cancellation, stating the reason for
cancellation, at least:
a. 10 days before the effective date of
cancellation if we cancel for:
(1) Nonpayment of premium; or
(2) Discovery of fraud by:
(a) Any insured or his or her
representative in obtaining this
insurance; or
(b) You or your representative in
pursuing a claim under this policy.
b. 30 days before the effective date of
cancellation if we cancel for any other
reason.

3. All Policies In Effect For More Than 60 Days
a. If this policy has been in effect for more
than 60 days, or is a renewal of a policy we
issued, we may cancel this policy only upon
the occurrence, after the effective date of
the policy, of one or more of the following:
(1) Nonpayment of premium, including
payment due on a prior policy we issued
and due during the current policy term
covering the same risks.
(2) Discovery of fraud or material
misrepresentation by:
(a) Any insured or his or her
representative in obtaining this
insurance; or
(b) You or your representative in
pursuing a claim under this policy.
(3) A judgment by a court or an
administrative tribunal that you have
violated a California or Federal law,
having as one of its necessary elements
an act which materially increases any of
the risks insured against.

(4) Discovery of willful or grossly negligent
acts or omissions, or of any violations of
state laws or regulations establishing
safety standards, by you or your
representative, which materially
increase any of the risks insured
against.
(5) Failure by you or your representative to
implement reasonable loss control
requirements, agreed to by you as a
condition of policy issuance, or which
were conditions precedent to our use of
a particular rate or rating plan, if that
failure materially increases any of the
risks insured against.
(6) A determination by the Commissioner of
Insurance that the:
(a) Loss of, or changes in, our
reinsurance covering all or part of
the risk would threaten our financial
integrity or solvency; or
(b) Continuation of the policy coverage
would:
(i) Place us in violation of California
law or the laws of the state where
we are domiciled; or
(ii) Threaten our solvency.
(7) A change by you or your representative
in the activities or property of the
commercial or industrial enterprise,
which results in a materially added,
increased or changed risk, unless the
added, increased or changed risk is
included in the policy.
b. We will mail or deliver advance written
notice of cancellation, stating the reason for
cancellation, to the first Named Insured, at
the mailing address shown in the policy,
and to the producer of record, at least:
(1) 10 days before the effective date of
cancellation if we cancel for
nonpayment of premium or discovery of
fraud; or
(2) 30 days before the effective date of
cancellation if we cancel for any other
reason listed in Paragraph 3.a.

B.The following provision is added to the
Cancellation Common Policy Condition:

7. Residential Property
This provision applies to coverage on real
property which is used predominantly for
residential purposes and consisting of not more
than four dwelling units, and to coverage on
tenants' household personal property in a
residential unit, if such coverage is written
under one of the following:

Commercial Property Coverage Part
Farm Coverage Part – Farm Property – Farm
Dwellings, Appurtenant Structures And
Household Personal Property Coverage Form
a. If such coverage has been in effect for 60
days or less, and is not a renewal of
coverage we previously issued, we may
cancel this coverage for any reason, except
as provided in b. and c. below.
b. We may not cancel this policy solely
because the first Named Insured has:
(1) Accepted an offer of earthquake
coverage; or
(2) Cancelled or did not renew a policy
issued by the California Earthquake
Authority (CEA) that included an
earthquake policy premium surcharge.

However, we shall cancel this policy if the
first Named Insured has accepted a new or
renewal policy issued by the CEA that
includes an earthquake policy premium
surcharge but fails to pay the earthquake
policy premium surcharge authorized by the
CEA.
c. We may not cancel such coverage solely
because corrosive soil conditions exist on
the premises. This restriction (c.) applies
only if coverage is subject to one of the
following, which exclude loss or damage
caused by or resulting from corrosive soil
conditions:
(1) Commercial Property Coverage Part –
Causes Of Loss – Special Form; or
(2) Farm Coverage Part – Causes Of Loss
Form – Farm Property, Paragraph D.

Covered Causes Of Loss – Special.

IL 02 70 09 12 © Insurance Services Office, Inc., 2012 Page 3 of 4 C.The following is added and supersedes any
provisions to the contrary:

Nonrenewal

1. Subject to the provisions of Paragraphs C.2.
andC.3. below, if we elect not to renew this
policy, we will mail or deliver written notice,
stating the reason for nonrenewal, to the first
Named Insured shown in the Declarations, and
to the producer of record, at least 60 days, but
not more than 120 days, before the expiration
or anniversary date.

We will mail or deliver our notice to the first
Named Insured, and to the producer of record,
at the mailing address shown in the policy.

2. Residential Property
This provision applies to coverage on real
property used predominantly for residential
purposes and consisting of not more than four
dwelling units, and to coverage on tenants'
household property contained in a residential
unit, if such coverage is written under one of
the following:

Commercial Property Coverage Part
Farm Coverage Part – Farm Property – Farm
Dwellings, Appurtenant Structures And
Household Personal Property Coverage Form
a. We may elect not to renew such coverage
for any reason, except as provided in b., c.
andd. below.
b. We will not refuse to renew such coverage
solely because the first Named Insured has
accepted an offer of earthquake coverage.

However, the following applies only to
insurers who are associate participating
insurers as established by Cal. Ins. Code
Section 10089.16. We may elect not to
renew such coverage after the first Named
Insured has accepted an offer of
earthquake coverage, if one or more of the
following reasons applies:
(1) The nonrenewal is based on sound
underwriting principles that relate to the
coverages provided by this policy and
that are consistent with the approved
rating plan and related documents filed
with the Department of Insurance as
required by existing law;
(2) The Commissioner of Insurance finds
that the exposure to potential losses will
threaten our solvency or place us in a
hazardous condition. A hazardous
condition includes, but is not limited to, a
condition in which we make claims
payments for losses resulting from an
earthquake that occurred within the
preceding two years and that required a
reduction in policyholder surplus of at
least 25% for payment of those claims;
or
(3) We have:
(a) Lost or experienced a substantial
reduction in the availability or scope
of reinsurance coverage; or
(b) Experienced a substantial increase
in the premium charged for
reinsurance coverage of our
residential property insurance
policies; and
the Commissioner has approved a plan
for the nonrenewals that is fair and
equitable, and that is responsive to the
changes in our reinsurance position.
c. We will not refuse to renew such coverage
solely because the first Named Insured has
cancelled or did not renew a policy, issued
by the California Earthquake Authority, that
included an earthquake policy premium
surcharge.
d. We will not refuse to renew such coverage
solely because corrosive soil conditions
exist on the premises. This restriction (d.)
applies only if coverage is subject to one of
the following, which exclude loss or
damage caused by or resulting from
corrosive soil conditions:
(1) Commercial Property Coverage Part –
Causes Of Loss – Special Form; or
(2) Farm Coverage Part – Causes Of Loss
Form – Farm Property, Paragraph D.

Covered Causes Of Loss – Special.

3. We are not required to send notice of
nonrenewal in the following situations:
a. If the transfer or renewal of a policy, without
any changes in terms, conditions or rates,
is between us and a member of our
insurance group.