1. Addendum No. 1 to the SAMHSA Grant Program Agreement — Vernon City Council, September 17, 2024

ADDENDUM NO. 1 TO THE SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND ALTAMED HEALTH SERVICES CORPORATION FOR ON-THESTREETS PORTABLE CLINICAL CARE WITH INTEGRATED BEHAVIORAL HEALTH

AND HIV CARE
This Addendum No. 1 (Addendum) to the Agreement for on-the-streets portable clinical care with integrated behavioral health and HIV care dated July 16, 2024 (Agreement), is made as of July 16, 2024, by and between the City of Vernon, a California charter City and California municipal corporation (City), and AltaMed Health Services Corporation, (Contractor), a non-profit California corporation.

The City and Contractor agree as follows:

RECITALS
A. The City and Contractor are parties to a written Agreement dated July 16, 2024, under which Contractor provides on-the-streets portable clinical care with integrated behavioral health and HIV care.

B. The City and Contractor desire to incorporate City insurance requirements as set forth in Exhibit A, attached hereto.

NOW, THEREFORE, the parties to this Addendum agree as follows:

1. Contractor agrees to the insurance provisions set forth in Exhibit A, attached hereto.

2. Except as expressly modified by this Addendum, all provisions of the Agreement shall remain in full force and effect.

3. The provisions of this Addendum shall constitute the entire agreement of the parties with respect to the subject matter included in this Addendum and shall supersede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Addendum.

4. The person or persons executing this Addendum on behalf of each of the parties warrants and represents that he or she has the authority to execute this Addendum on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder.
[Signatures Begin on Next Page].

Exhibit A

1.0 INSURANCE. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representative, or employees. The policies shall state that they afford primary coverage.

1.1 Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Contractor is transporting one or more nonemployee passengers in the performance of the services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000). If Contractor owns no autos, a hired, non-owned auto endorsement to the General Liability policy is acceptable.

1.1.1 Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and, under the Contractors’ policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

1.2 Commercial General Liability Insurance – Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a single limit of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

The policy shall be endorsed to include a waiver of subrogation.

1.2.1 If Contractor intends to employ other contractors as part of the services rendered, the City must approve and will establish the appropriate insurance requirements.

1.2.2 Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.

1.3 Professional Errors and Omissions Coverage in a sum of not less than five million dollars ($5,000,000) per claim and the annual aggregate, covering all acts, errors, omissions, negligence, infringement, or intellectual property (except patent or trade secret), network and privacy risks (including coverage for information, as well as notification costs and regulatory defense) in performance of services for the City or on behalf of the City hereunder. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least five (5) year after the termination of this agreement.

1.4 Umbrella Liability Insurance – An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.

1.5 Workers’ Compensation/Employers Liability - Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:

1.5.1 Provide a copy of the permissive self-insurance certificate approved by the State of California; or

1.5.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of one million dollars ($1,000,000) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement or

1.5.3 If Contractor has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code, and the requirement for Workers’ Compensation coverage will be waived by completing the waiver form provided by the City.

1.6 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

1.7 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice to City.

1.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claims-based basis must include a minimum of a 3-year tail.

1.9 Prior to the commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to evidence coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies upon request.

1.10 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees, and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

HUB International Insurance Services

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
AUGUST 8, 2024

PRODUCER
HUB International Insurance Services, Inc.
600 Corporate Pointe, STE. 600
Culver City, CA 90230
Phone (310) 568-5900 / Fax (866) 248-6053
CA DOI Lic. # 0757776

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION

ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

INSURERS AFFORDING COVERAGE NAIC # /
AM Best #
AM
BEST
RATING

INSURED

ALTAMED HEALTH SERVICES CORPORATION
2040 CAMFIELD AVE
LOS ANGELES, CA 90040
INSURER A: BETA RISK MANAGEMENT

AUTHORITY
055007 A-9
INSURER B: IRONSHORE SPECIALTY 25445 A15
INSURER C:

COVERAGES
INSR

LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE

DATE (MM/DD/YYYY)

POLICY EXPIRATION

DATE (MM/DD/YYYY) LIMITS
A

GENERAL LIABILITY
HCL-24-044 07/01/2024 07/01/2025
EACH OCCURRENCE $2,000,000
COMMERCIAL GENERAL LIABILITY GENERAL AGGREGATE $4,000,000 OCCUR CLAIMS MADE MED EXP (Any one
person) $5,000
PERSONAL & ADV INJURY $2,000,000 DAMAGE TO RENTED
PREMISES (Ea occurrence) $100,000
GEN’L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC
PRODUCTS – COMP/OP AGG $4,000,000

MEDICAL PROFESSIONAL LIABILITY

OCCUR CLAIMS MADE
RETROACTIVE DATE:

EACH CLAIM

AGGREGATE
1ST EXCESS LIABILITY

OCCUR CLAIMS MADE

EACH CLAIM

AGGREGATE
$
$
WORKERS’ COMPENSATION
WCStatutory Limits
Oth
-er
E.L. Each Accident $
E.L. – EA Employee $
E.L. – Policy Limit $

B MANAGED CARE ERRORS &

OMISSIONS
HC7BAB9BUL004 5/30/2024 5/30/2025 Each Claim
Aggregate
$3,000,000
$3,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: SAMHSA Grant Program Agreement for On-the Streets Portable Clinical Care with Integrated Behavioral Health and HIV Care dated 7/16/24.

The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers are named as additional insured with respect to legal liability arising from the acts or omissions of the named insured.

Coverage is primary & non-contributory. Waiver of subrogation applies. 30 days notice of cancellation applies.

CERTIFICATE HOLDER CANCELLATION *EXCEPT 10 DAYS FOR NON-PAYMENT OF PREMIUM

CITY OF VERNON
ATTN: FREDDIE AGYIN, DIRECTOR OF HEALTH &

ENVIRONMENTAL CONTROL
4305 SANTA FE AVENUE
VERNON, CA 90058

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED

BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

Rosemary Pudlik
It is understood and agreed that coverage afforded by this Contract is extended to:

The City of Vernon, its directors, commissioners, of icers, employees, agents, and volunteers as a Supplemental Member pursuant to Section 7.2, but only for legal liability arising out of the acts, errors or omissions of the Named Member or a Subsidiary solely in the performance of the following contract with the Named Member or Subsidiary:

SAMHSA Grant Program Agreement for On-the Streets Portable Clinical Care with Integrated Behavioral Health and HIV Care dated 7/16/24
This Amendment does not extend coverage for the acts, errors or omissions of The City of Vernon, its directors, commissioners, of icers, employees, agents, and volunteers.

This Amendment extends protection to the Supplemental Member listed above prior to any applicable insurance, other coverage or self-insurance and will not seek the contribution from any insurance, other coverage or selfinsurance available to the Supplemental Member.

ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.

Authorized Representative of BETARMA
Certificate Number:

HCL-24-044
Amendment No:

H490-12
BETA Risk Management Authority ("BETARMA")
A Public Entity

AMENDMENT

SUPPLEMENTAL MEMBER
Issued to: AltaMed Health Services Corporation
Effective Date: 07/01/2024 at 12:01 a.m. Expiration Date: 07/01/2025 at 12:01 a.m. Additional Contribution: Per Contract HCL-H490(07/18) Page 1 of 1 Date Issued: July 1, 2024 (Initial) It is understood and agreed that Section 7.13. - Transfer of Rights of Recovery Against Others to BETARMA - does not apply to the following person(s) or organization(s) listed below with whom the Named Member or a Subsidiary agreed under a written contract prior to the loss to waive its right to subrogation against the person(s) or organization(s).

The City of Vernon, its directors, commissioners, of icers, employees, agents, and volunteers ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.

Authorized Representative of BETARMA
Certificate Number:

HCL-24-044
Amendment No:

H387-27
BETA Risk Management Authority ("BETARMA")
A Public Entity

AMENDMENT

WAIVER OF SUBROGATION PRIOR TO LOSS FOR LISTED PERSON(S) OR

ORGANIZATION(S)
Issued to: AltaMed Health Services Corporation
Effective Date: 07/01/2024 at 12:01 a.m. Expiration Date: 07/01/2025 at 12:01 a.m. Additional Contribution: Per Contract HCL-H387(10/13) Page 1 of 1 Date Issued: July 1, 2024 (Initial) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
8/8/2024
License # 0757776
(310) 568-5900 (310) 568-9098
21458
AltaMed Health Services Corporation
AltaMed Health Network Inc.
2040 Camfield Avenue
Los Angeles, CA 90040
A
X WCC-615-007165-014 4/1/2024 4/1/2025 1,000,000
1,000,000
1,000,000
The above referenced policy will include a blanket waiver of subrogation in favor of the City of Vernon, its Directors, Commissioners, Officers, Employees and Volunteers when required by written contract.

City of Vernon
Attn: Freddie Agyin
4305 Santa Fe Avenue
Vernon, CA 90058
ALTAHEA-01 SVALDEZ
HUB International Insurance Services Inc.
600 Corporate Pointe
Suite 600
Culver City, CA 90230
Employers Insurance Company of Wausau
X
WCC-615-007165-014 04/01/2024
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
8/8/2024
License # 0M93299
(951) 365-3850
18058
AltaMed Health Services Corporation
Attn: Office of Compliance & Risk Mgmt
2040 Camfield Ave
Commerce, CA 90040
33138
1 A 1,000,000
X X PHPK2676892 4/11/2024 4/11/2025
Comp $500 Collison $1,000
B 5,000,000
LHA601540 7/1/2024 7/1/2025 5,000,000
Subject to all policy terms, exclusions and conditions.

The City of Vernon, its director, commissioners, officers, employees, agents and volunteers are an Additional Insured with respects to attached Auto Liability endorsement if required by written contract. Auto Liability Primary and Non-Contributory endorsement attached, and auto liability waiver of subrogation applies per attached endorsement.

City of Vernon
Risk Management
4305 Santa Fe Avenue
Vernon, CA 90058
ALTAHEA-01 HFARMANI
SIP Insurance Services - Temecula
301 E. Colorado Blvd. Suite #205
Pasadena, CA 91101
Heidi Farmani
[email protected]
Philadelphia Indemnity Insurance Company
Landmark American Insurance Company
X
X
X
X
X
X
X
CA 20 48 02 99 © Insurance Services Office, Inc., 1998 Page 1 of 1 POLICY NUMBER: PHPK2676892 COMMERCIAL AUTO
CA 20 48 02 99
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Endorsement
Effective: 04/11/2024
Countersigned By:

Named Insured:

AltaMed Health Services Corp.
(Authorized Representative)

SCHEDULE
Name of Person(s) or Organization(s) :

The City of Vernon, its director, commissioners, officers, employees, agents and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement. )
Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form.

Vernon City CouncilSeptember 17, 2024

Vernon City Council
September 17, 2024