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Urban Corps of San Diego County; 2026-05-20;
Page 1 City Attorney Approved Version 10/23/2025 AGREEMENT FOR CITYWIDE ABANDONED ITEMS/LITTER REMOVAL SERVICES RELATED TO PERSONS EXPERIENCING HOMELESSNESS URBAN CORPS OF SAN DIEGO COUNTY THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation ("City") and Urban Corps of San Diego County, a California Nonprofit Public Benefit Corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in trash abatement, litter collection and removal services, and encampment cleanups related to people experiencing homelessness. B. Contractor has the necessary experience in providing professional services and advice related to litter removal. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) year(s) from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed one hundred ninety-two thousand, eight hundred and thirty-six dollars ($192,836) pursuant to the Fee Schedule contained in Exhibit “B”. No other compensation for the Services will be allowed except for items Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 20th May Page 2 City Attorney Approved Version 10/23/2025 covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed ninety-six thousand, four hundred and eighteen dollars ($96,418) per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Page 3 City Attorney Approved Version 10/23/2025 If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Page 4 City Attorney Approved Version 10/23/2025 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Page 5 City Attorney Approved Version 10/23/2025 13. OWNERSHIP OF DOCUMENTS All work products produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Chris Shilling Name Rhody Soria Title Homeless Services Manager Title Chief Executive Officer Dept Housing & Homeless Services Address 3127 Jefferson St. CITY OF CARLSBAD San Diego, CA 92110 Address 1200 Carlsbad Village Dr. Phone 619-629-0659 Carlsbad, CA 92008 Email rsoria@urbancorps.org Phone 442-339-2284 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 City Attorney Approved Version 10/23/2025 Page 6 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 City Attorney Approved Version 10/23/2025 Page 7 worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 City Attorney Approved Version 10/23/2025 Page 8 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. (SIGNATURES ON NEXT PAGE) Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 City Attorney Approved Version 10/23/2025 Page 9 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California URBAN CORPS OF SAN DIEGO COUNTY, a California Nonprofit Public Benefit Corporation By: By: (sign here) Geoff Patnoe, City Manager Rhody Soria, Chief Executive Officer (print name/title) ATTEST: SHERRY FREISINGER, City Clerk By: Deputy / Assistant City Clerk APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ C. Dalton Sorich, Assistant City Attorney (END OF SIGNATURES) Exhibits: Exhibit A: Statement of Work Exhibit B: Annual Fee Schedule Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 06 2605 City Attorney Approved Version 10/23/2025 Page 10 EXHIBIT A STATEMENT OF WORK Contractor shall provide the following: A. Services and Approach 1. Abide by the strategies set forth in the City's Homeless Response Plan and any amendments thereto, which adhere to a community focused and collaborative approach to addressing the needs of those experiencing or at-risk of homelessness within the City of Carlsbad. 2. Contractor shall adhere to standard cleaning protocols, guidelines, and standards when providing cleanup services. Corps members shall have personal protective equipment, cell phones, vehicles (stake bed with lift gate), traffic control devices, hand tools, (55 gallon) heavy-duty trash bags, and uniforms necessary to complete assigned tasks. 3. General labor services will be provided as needed and as determined by the City's Public Works Supervisor, Homeless Outreach Team, and Homeless Services Manager, or designee. All trash will be disposed of at a site approved by the City of Carlsbad. 4. Requests for citywide abandoned items and litter removal must be acknowledged by Urban Corps within 24 hours and performed within two (2) business days. City staff will triage incoming requests and prioritize issues based on health and safety, size, visibility, and event. Homeless encampments will be evaluated on a case-by-case basis and will follow the current guidance set forth by the Carlsbad Police Department for encampment marking and clean-ups. 5. Ensure that all homeless encampment removals will have at least one City of Carlsbad Homeless Outreach Team Officer present. 6. Contractor shall meet as needed with city staff to review and discuss programmatic needs and maintain responsive and timely communication, both written and verbal, with City staff. B. Staff Requirements 1. Contractor shall provide one (1) supervisor at a rate of $38 per hour and one (1) corps member at a rate of $28 per hour for a maximum of 156 days per year at 3 days per week and 8 hours per day for each role for citywide abandoned items and litter removal services related to homelessness and other city needs. Contractor staff or “crew” must be able to safely lift up to 50 pounds Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 City Attorney Approved Version 10/23/2025 Page 11 unassisted. 2. One-hundred sixty (160) “Large Event/Additional Corps Member Labor” hours are provided for regularly scheduled labor to accommodate for large encampment cleanups, scale abandoned items, litter removal services, or major city events. An additional supervisor may be added to any large event at the discretion of the City in which event total labor hours must be less than forty (40) hours. 3. Permanent schedule change requests must be submitted to the City with 30 days written notice and must be mutually agreed upon by both parties. C. Reporting Requirements 1. Track and record data on the City of Carlsbad’s designated tracking app prior to leaving a designated job site. Contractor is responsible for entering all accurate data fields in a timely and accurate manner. Any data quality errors that need correction will be made by the Contractor within 14 days of the request. Contractor agrees to track and record the following data: 1.1 Referral source 1.2 Location of the service 1.3 Photos before/after 1.4 Type of service provided: 1.4.1 Litter/trash 1.4.2 Encampment cleanup (active or inactive) 1.4.3 Large abandoned items 1.4.4 Shopping cart retrieval 1.4.5 Power washing 1.4.6 Urination/defecation 1.5 Other important identifiers: 1.5.1 Encampment size 1.5.2 Trash type 1.5.3 Volume of litter 1.5.4 Sharps/Needles 1.5.5 Any other helpful descriptors D. Budget and Expenditure Reporting 1. Operate within the budget set forth in Exhibit “B.” City and Contractor further agree to discuss and mutually determine any necessary changes to the budget during the lifetime of this Agreement. In the event of a mutually agreeable budget modification, Contractor agrees to modify the budget accordingly and attach as an amended Exhibit “B” to be approved by the Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 City Attorney Approved Version 10/23/2025 Page 12 City. 2. Future wage increases associated with this Agreement shall be determined by the San Diego Consumer Price Index, but not to exceed 2.5% per year and per approval of the Agreement administrator. Wage increases must be requested at least 60 days in advance and in writing to City’s Homeless Services Manager or designee. 3. Submit all billing invoices on a monthly basis no later than the 15th of each month to the City’s Homeless Services Manager or designee. The invoices shall include the numbers of hours staff worked, the number of additional hours for Large Event/Additional Corps Member Labor required, and fuel expenses. If the balance is $0, an invoice will be created and submitted reflecting that cost. E. General 1. Contractor shall comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, Section 8350 et seq.) and have a drug-free workplace by taking the following actions: 1.1 Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355, subdivision (a)(1). 1.2 Establish a Drug-Free Awareness Program, as required by Government Code Section 8355, subdivision (a)(2) to inform employees about all the following: a. The dangers of drug abuse in the workplace b. Contractor’s policy of maintaining a drug-free workplace c. Any available counseling, rehabilitation, and employee assistance program d. Penalties that may be imposed upon employees for drug abuse violations e. Provide, as required by Government Code Section 8355, subdivision (a)(3), that every employee that works under this Agreement: i. Will receive a copy of Contractor’s drug free policy statement, and ii. Will agree to abide by the terms of the drug free policy as a condition of employment. Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 City Attorney Approved Version 10/23/2025 Page 13 EXHIBIT B ANNUAL FEE SCHEDULE PROJECT DESCRIPTION Hours Days Hourly Rate Cost Labor per day Labor - 1-supervisor 8 hours per day (3-days) 8 156 $38.00 $47,424.00 Labor - 1- corps member, 8 hours per day (3-days) 8 156 $28.00 $34,944.00 Fuel fees -vehicle 156 $50.00 $7,800.00 As needed Labor - 1 supervisor 8 hours (1-day as needed) 8 5 $38.00 $1,520 As needed Labor - 4 corps members 8 hours per day (1-day as needed) 8 5 $28.00 $4,480 Fuel fees - vehicle 5 $50.00 $250.00 Note: Budget is subject to change based on the client’s needs and amended with City’s consent Total $96,418.00 Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 10/28/2025 CMR Risk & Insurance Services License #0E59760 110 W A Street, Ste. 725 San Diego CA 92101 Grisell Hernandez (619) 297-3160 (619) 297-3111 ghernandez@cmrris.com Urban Corps of San Diego County PO Box 80156 San Diego CA 92138-0156 Philadelphia Indemnity Ins Company 18058 25-26 A GL Deductible: $0 Y PHPK2618751-006 10/25/2025 10/25/2026 1,000,000 100,000 5,000 1,000,000 3,000,000 3,000,000 A PHPK2618751-006 10/25/2025 10/25/2026 1,000,000 A 10,000 PHUB887320-006 10/25/2025 10/25/2026 2,000,000 2,000,000 A Professional Liability PHPK2618751-006 10/25/2025 10/25/2026 Each incident 1,000,000 Aggregate 3,000,000 Re: All projects for The City of Carlsbad City of Carlsbad Housing and Homeless Services is provided additional insured status per the terms and conditions of form PI-GLD-HS 10-11(General Liability) and PI-CA-001 (Auto Liability). Should any of the above listed policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. City of Carlsbad Housing and Homeless Services 1200 Carlsbad Village Drive Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 ACORD® I ~ I X I [8] X - ~ [8] □ -X - - - - - X ~ IXI I I I □ Policy# PHPK2618751-006 Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Extended Property Damage Included Limited Rental Lease Agreement Contractual Liability $50,000 limit Non-Owned Watercraft Less than 58 feet Damage to Property You Own, Rent, or Occupy $30,000 limit Damage to Premises Rented to You $1,000,000 HIPM Clarification Medical Payments $20,000 Medical Payments -Extended Reporting Period 3 years Athletic Activities Amended Supplementary Payments -Bail Bonds $5,000 Supplementary Payment -Loss of Earnings $1,000 per day Employee Indemnification Defense Coverage $25,000 Key and Lock Replacement -Janitorial Services Client Coverage $10,000 limit Additional Insured -Newly Acquired Time Period Amended Additional Insured -Medical Directors and Administrators Included Additional Insured -Managers and Supervisors (with Fellow Included Employee Coveraqe) Additional Insured -Broadened Named Insured Included Additional Insured -Funding Source Included Additional Insured -Home Care Providers Included Additional Insured -Managers, Landlords, or Lessors of Premises Included Additional Insured -Lessor of Leased Equipment Included Additional Insured -Grantor of Permits Included Additional Insured -Vendor Included Additional Insured -Franchisor Included Additional Insured -When Required by Contract Included Additional Insured -Owners, Lessees, or Contractors Included Additional Insured -State or Political Subdivisions Included Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Page# 2 2 2 2 3 4 5 5 5 5 5 5 6 6 7 7 7 7 7 7 7 8 8 9 9 9 10 Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury -includes Mental Anguish Included 11 Personal and Advertising Injury -includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I -COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION Ill -LIMITS OF INSURANCE. b. SECTION Ill -LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V -DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I -COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V -DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) G. Medical Payments-Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION Ill -LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I-COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b} is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION 1-COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION 1-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGE A AND Bare amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I -COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) K. Key and Lock Replacement -Janitorial Services Client Coverage SECTION I-COVERAGES, SUPPLEMENTARY PAYMENTS-COVERAGES A AND Bis amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II -WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators -Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors -Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1 )(a) as it applies to managers of a limited liability company. c. Broadened Named Insured -Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source -Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers -At the first Named lnsured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises -Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment -Automatic Status When Required in Lease Agreement With You -Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury'' caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits -Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors -Only with respect to "bodily injury'' or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor -Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract -Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors -Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) m. State or Political Subdivisions -Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 0. Transfer of Rights of Recovery Against Others To Us SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury -Mental Anguish SECTION V -DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury -Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V-DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V-DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 Pl-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-CA-001 (09/15) Page 1 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage extensions under this endorsement only apply in the event that no other specific coverage for these extensions is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted in this endorsement. Any deductible listed in the Auto Declarations Page will apply unless specific deductible provisions are set forth under a coverage enhancement below. Coverage Applicable Limit of Insurance Page # Who is An Insured Board Members Newly Acquired Entities Designated Insured Lessor of Leased Autos Included Included Included Included 2 Cost of Bail Bonds $5,000 2 Reasonable Expenses – Loss of Earnings $500 per day 2 Fellow Employee Coverage Amended 3 Towing $100 per disablement 3 Glass Breakage (Windshields and Windows) No deductible applies 3 Transportation Expenses $100 per day / $3,000 maximum 3 Hired Auto Physical Damage – Loss of Use $100 per day / $1,000 maximum 3 Hired Auto Physical Damage ACV or repair or replacement of the vehicle whichever is less 4 Personal Effects $500 4 Rental Reimbursement $100 per day / 30 days 4 Accidental Discharge – Air Bag Amended 4 Electronic Equipment $1000 5 Original Equipment Manufacturer Parts Replacement Included 5 Auto Loan / Lease Gap Coverage Amended 5 One Comprehensive Coverage Deductible Per Occurrence Amended 6 Notice of and Knowledge of Occurrence Amended 7 Blanket Waiver of Subrogation Amended (as required by written contract) 7 Unintentional Errors or Omissions Amended 7 Mental Anguish – Bodily Injury Redefined Amended 7 POLICY# PHPK2618751-006 Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 PI-CA-001 (09/15) Page 2 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. I. LIABILITY COVERAGE EXTENSIONS A. Who Is An Insured SECTION II – LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended by adding the following: The following are also "insureds": 1. Board Members – Board members (or their spouses) while renting a vehicle while on business for the named insured. 2. Newly Acquired Entities – Any business entity newly acquired or formed by you during the policy period, provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following the acquisition or the formation of the business entity. 3. Designated Insured – Any person or organization designated by the “insured” 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. 4. Lessor of Leased Autos – The lessor of a “leased auto” is an “insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a.You; b.Any of your "employees" or agents; or c.Any person, except the lessor or any "employee" or agent of the lessor, operating a “leased auto” with the permission of any of the above. Any “leased auto” in the policy schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. The coverages provided under this endorsement apply to any “leased auto” in the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the “leased auto,” whichever occurs first. “Leased auto” means an “auto” leased or rented to you, including any substitute, replacement or extra “auto” needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B. Cost of Bail Bonds SECTION II – LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (2) is deleted in its entirety and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. C. Reasonable Expenses SECTION II – LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (4) is deleted in its entirety and replaced with the following: Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 PI-CA-001 (09/15) Page 3 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. D. Fellow Employee Coverage SECTION II – LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee is deleted in its entirety and replaced by the following: "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to any manager or officer of your company. II. PHYSICAL DAMAGE COVERAGE EXTENSIONS A. Towing SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 2. Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to $100 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. B. Glass Breakage SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles is amended by adding the following: No deductible applies to "loss" to glass used in the windshield or windows. C. Transportation Expenses SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expenses incurred by you because of a “loss” to a covered “auto.” We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the “loss” and ending, regardless of the policy’s expiration, when the covered “auto” is returned to use or we pay for its “loss.” D. Hired Auto Physical Damage – Loss of Use The last sentence of SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses is deleted in its entirety and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $1,000. Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 PI-CA-001 (09/15) Page 4 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. E. Hired Auto Physical Damage SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following extension: Hired Auto Physical Damage Any "auto" you lease, hire, rent or borrow from someone other than your “employees” or partners, or members of their household is a covered "auto" for each of your physical damage coverages. The most we will pay for any “loss” in any one “accident” is the ACV or the cost for repair or replacement of the vehicle, whichever is less. For each covered “auto” our obligation to pay will be reduced by a deductible of $500 for Comprehensive Coverage and $1000 for Collision Coverage. F. Personal Effects Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following extension: Personal Effects Coverage We will pay up to $500 for “loss” to personal effects, which are: 1.Owned by an “insured”; and 2.In or on your covered “auto.” This coverage applies only in the event of the total theft of your covered “auto.” No deductible applies to this coverage. G. Rental Reimbursement SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following extension: Rental Reimbursement Coverage We will pay up to $100 per day, for up to 30 days, for rental reimbursement expenses incurred by you for the rental of an “auto” because of “loss” to a covered “auto.” We will also pay up to $300 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered “auto.” If “loss” results from the total theft of a covered “auto,” we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Item III. C. Transportation Expenses of this endorsement. H. Accidental Discharge – Airbag Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 3. is amended by adding the following exception: Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 PI-CA-001 (09/15) Page 5 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. This exclusion does not apply to the accidental discharge of an airbag. This coverage is excess of any other collectible insurance or warranty. No deductible applies to this coverage. I. Electronic Equipment Coverage The following supersedes anything to the contrary in SECTION III – PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 4. Exclusions 4.c. and 4.d. do not apply to: Any risk management or monitoring equipment and electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss," and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto." The most we will pay for all “loss” to risk management or monitoring equipment, audio, visual or data electronic equipment that is not designed solely for the reproduction of sound and any accessories used with this equipment as a result of any one “accident” is the least of: a.The actual cash value of the damaged or stolen property at the time of the “loss”; b.The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c.$1,000. This coverage will not apply if there is other insurance provided by this policy for the above- described electronic equipment. We will, however, pay any deductible, up to $500, that is applicable under the provisions of the other insurance. J. Original Equipment Manufacturer (OEM) Parts Replacement SECTION III – PHYSICAL DAMAGE COVERAGE, C. Limit of Insurance, Paragraph 1. is amended to include: However, if the covered “auto” has less than 20,000 miles on its odometer, then the following condition will apply: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer replacement parts if the damaged parts cannot be repaired. K. Auto Loan / Lease Gap Protection SECTION III – PHYSICAL DAMAGE COVERAGE, C. Limit of Insurance is amended to include the following: 4. In the event of “loss” to a covered “auto” that is loaned or leased to an “insured”: a. The most we will pay for “loss” in any one “accident” is the lesser of: Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 PI-CA-001 (09/15) Page 6 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) The actual cash value of the damaged or stolen property as of the time of the “loss”; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like, kind and quality. b. Our Limit of Insurance for “total loss” will be the greater of: (1) The balance due under the terms of the lease or loan, to which your "auto" is subject but not including: (a) Past due payments; (b) Financial penalties imposed under the lease; (c) Security deposits not refunded; (d) Costs for extended warranties or insurance; or (e) Final payment due under a “balloon loan”; or (2) Actual cash value of the stolen or damaged property. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of “loss.” c. Additional Definitions (1) “Total loss” for the purpose of this coverage, means a loss in which the estimated cost of repairs, plus the salvage value, exceeds the actual cash value. (2) “Balloon loan” is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. d. Additional Conditions This coverage will apply only to the original lease or loan written on your covered “auto.” In order for this coverage to apply, leased “autos” must be leased or rented to you under a leasing or rental agreement, for a period of not less than six months, which requires you to provide direct primary insurance for the benefit of the lessor. L. One Comprehensive Coverage Deductible SECTION III – PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: Only one Comprehensive Coverage Deductible per occurrence will apply to any “loss” resulting from a covered peril. For the purpose of this extension, occurrence means a single incident, including continuous or repeated exposure to substantially the same general harmful conditions within a 24-hour period. Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15 PI-CA-001 (09/15) Page 7 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. III. BUSINESS AUTO CONDITIONS A. Notice and Knowledge of Occurrence SECTION IV – BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, Paragraph a. is deleted in its entirety and replaced with the following: a.In the event of “accident,” claim, “suit” or “loss,” you must give us, or our authorized representative, prompt notice of the “accident” or “loss.” Include: (1)How, when and where the “accident” or “loss” occurred; (2)The “insured’s” name and address; and (3)To the extent possible, the names and addresses of any injured persons and witnesses. Your duty to give us or our authorized representative prompt notice of the “accident” or “loss” applies only when the “accident” or “loss” is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; or (3)An executive officer or insurance manager, if you are a corporation. B. Blanket Waiver Of Subrogation SECTION IV – BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization because of payments we make for “bodily injury” or “property damage” arising out of the operation of a covered “auto” when you have assumed liability for such “bodily injury” or “property damage” under an “insured contract.” C. Unintentional Errors or Omissions SECTION IV – BUSINESS AUTO CONDITIONS,B. General Conditions, 2. Concealment, Misrepresentation, Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. IV. DEFINITIONS A. Mental Anguish SECTION V – DEFINITIONS, C. "Bodily injury" is amended by adding the following: “Bodily injury” also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. Docusign Envelope ID: C7B5911A-048C-4EC7-A261-EC11ABF80830Docusign Envelope ID: 8AA63F3F-21C2-4413-A123-DC7F5A164D15