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HomeMy WebLinkAboutOrgcode Consulting Inc; 2022-06-28;AGREEMENT FOR HOUSING-FOCUSED LOW BARRIER SHELTER CONSULTANT SERVICES ORGCODE CONSULTING INC. THIS AGREEMENT is made and entered into as of the ______ day of ___________ , 20_, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ORGCODE CONSUL TING, a privately incorporated organization, ("Contractor"). RECITALS A.City requires the professional services of a homelessness services consultant thatis experienced in helping shelters transform operations to be lower-barrier and housing-focused. B. Contractor has the necessary experience in providing professional services and advice related to low barrier and housing-focused shelter operations. C. Contractor has submitted a proposal to City and has affirmed its willingness andability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "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 PERFORMANCEWhile 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. TERMThe term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) 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 will be twenty-five thousand five hundred and sixty dollars ($25,560). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed fifteen thousand dollars ($15,000) per Agreement year. The 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". City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 28th 22June DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 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 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 the 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 the 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 The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers; officials, employees, and volunteers from and against all claims, damages, losses, and expenses including attorney's .fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs, or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation 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 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 City Attorney Approved Version 6/12/18 2 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & 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. 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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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 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. City Attorney Approved Version 6/12/18 3 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 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 three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product 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. For City Name Chris Shilling Title Senior Program Manager Department Housing and Homeless City of Carlsbad Address 3096 Harding Street Carlsbad, CA 92008 Phone No. 442-339-2284 Email chris.shilling@carlsbadca.gov For Contractor Name lain De Jong Title President and CEO Address 2-610 Ford Drive Suite 247 Oakville, Ontario L6J 7W4 CANADA Phone No. 416-432-0410 Email idejong@orgcode.com 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. City Attorney Approved Version 6/12/18 4 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 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. The Contractor shall report investments or interests in all categories. YesD No ■ 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 always 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. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. TERMINATION In the event of the 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 worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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 City Attorney Approved Version 6/12/18 5 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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. 22. 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 attorney's 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. 23. JURISDICTION AND VENUE 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. 24. 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. 25. 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. City Attorney Approved Version 6/12/18 6 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 DocuSign Envelope ID: A 101990B-OE? 4-4C33-9D5E-183356D31662 26. 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. CONTRACTOR lain De Jong President and CEO By: ~D~~ (sign her ~ Ciara De Jong, Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Amanda Mills Housing & Homeless Services Director ATTEST: FAVIOLA MEDINA City Clerk Services Manager If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ---~--·ss_(}..,_bw_uk_i __ _ Marissa Kawecki Deputy City Attorney City Attorney Approved Version 6/12/18 7 City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES 1. Contractor shall implement the work plan and budget and provide the deliverables identified in their application, “A Proposal to Provide Consultation for Housing-Focused Low Barrier Shelter RFP 22-15” (Pages 8-12 inclusive), Exhibit 1. The three phases of the work plan and deliverables shall include: A. Phase One – La Posada de Guadalupe Shelter Evaluation 1) Document review including at minimum: • La Posada de Guadalupe Shelter Policies and Procedures • Employee Manual / Handbook • Intake, assessment, and participation forms • Contracts, service agreements, and third-party provider MOUs/MOAs as applicable • Organizational Chart • Job descriptions 2) Data analysis including at minimum: • La Posada de Guadalupe Shelter annual performance report (HMIS generated APR) or CAPER report • City of Carlsbad PIT, HIC, LSA and STELLA-vized LSA data • HMIS or Coordinated Entry System related data such as by name list participation, referral rates 3) Site Visit including observation, shadowing, and PLE Focus Group: • A 4–5-day site visit by Iain De Jong to understand current practice, approach, and capacity. Activities on the visit will include: o Tour of La Posada de Guadalupe Shelter, introduction of staff o Staff interviews o Focus group of persons with lived experience including current and former La Posada de Guadalupe Shelter guests o Observation and shadowing of La Posada de Guadalupe Shelter operations including intake, overnight, and day services o Street outreach interviews to understand barriers to unsheltered 4) Presentation of Findings • Contractor will author an evaluation report with recommendations delivered as a document and presented over a Zoom meeting. The report will be designed to improve current practices in alignment with regional standards and best practices and serve as baseline information on expansion capacity. B. Phase Two - Training and Technical Assistance 1) Training • Contractor will provide a comprehensive three-part training for all La Posada de Guadalupe Shelter staff, customized to emphasize key areas identified within the Phase One La Posada de Guadalupe Shelter Evaluation. The training sessions will be organized around the following topics: DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 City Attorney Approved Version 6/12/18 9 o Shelter Transformation: The Front Door – Staffing, Establishing a Housing Orientation, Diversion and Intake, Low Barrier Access o Shelter Transformation: Beyond the Front Door – Rapid Resolution/Rapid Exit, Housing Focused Engagement and Service Delivery, Progressive Engagement, Establishing Expectations o Shelter Transformation: Making the Exit Door Possible – Staffing, Fidelity to a Housing-Focused Orientation 2) Technical Assistance • Informed by the evaluation and the currently recognized best practice trainings for low barrier shelters, Contractor will provide up to three one-hour Zoom-based technical assistance sessions for La Posada de Guadalupe Shelter leadership C. Phase Three – Capacity Expansion Framework Plan 1) Based upon the first two phases, Contractor will develop a framework for building La Posada de Guadalupe Shelter capacity. The framework will address expansion opportunities for shelter and service, capacity and resource needs, challenges, and decision making required. The framework will be in alignment to best and promising practices and consistent with regional service delivery standards. 2. At a minimum, Contractor will provide City’s designated Housing and Homeless Services Department staff with weekly project status updates. Status updates will be provided via teleconferencing or through other means approved by City. 3. Contractor shall charge all work for the project at a rate of $187.50 per hour/$1,500 maximum per day. 4. Contractor shall submit all billing invoices by the 15th of the month to City’s Housing and Homeless Services Department. A. The invoices shall include accompanying documentation for funds expended including time logs, receipts, travel expenses, etc. 5. Any changes to the detailed timeline or budget identified in the work plan must be approved in writing by City prior to implementation. DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 A Proposal to Provide Consultation for Housing-Focused Low Barrier Shelter RFP 22-15 Prepared By: OrgCode Consulting Inc. April 14, 2022 Contact Information Iain De Jong, President & CEO 2-610 Ford Drive Suite 247 Oakville, Ontario L6J 7W4 Direct: 416-432-0410 idejong@orgcode.com EXHIBIT 1DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 {city of Carlsbad Low Barrier Housing-Focused Shelter - Carlsbad, CA - 2 - Executive Summary OrgCode Consulting Inc. (“OrgCode”) is pleased to submit this proposal to provide consulting services on low-barrier, housing-focused shelter to the City of Carlsbad. With over 20 years’ experience in homelessness services, including various senior management positions and direct-service experience in shelter, we are uniquely aware of the challenges and opportunities of being low-barrier, and housing-focused in service delivery. Furthermore, as thought-leaders in housing- focused shelter and pioneers of the concept and application of low-barrier, housing-focused shelter within systems of care, we feel uniquely qualified to add value and ensure the City of Carlsbad receives cost-effective assistance, as the City will not be paying for our learning curve. In addition, we have a track record of consistent excellence in helping shelters transform operations to be lower-barrier and housing-focused throughout the United States and Canada. For example, we have helped several shelters from Hawaii to Florida transform operations; we have direct experience assisting several shelters in California become more housing-focused and lower-barrier (for example: Santa Cruz, Los Angeles, San Diego); we have written the manual on Low-Barrier, Housing Focused Shelter for the Canadian Shelter Transformation Network; and, we designed and delivered the first National Alliance to End Homelessness pre-conference session on the idea and application of housing-focused shelter and have been presenting on the concept for years at subsequent conferences. We envision a three phased project over four months beginning in July 2022 and completed by October 31, 2022. The project will be conducted using both teleconferencing tools and an intensive week-long site visit. Two senior members of OrgCode will perform the consultation that will be lead by President and CEO Iain De Jong.   DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 3 - Consultant Qualifications About OrgCode Our Mission To help communities and organizations make homelessness rare, brief and non- recurring. Our Values EFFECTIVENESS - We believe that we owe it to people experiencing homelessness or housing instability to provide the best information and advice to leaders, managers and communities on approaches to prevent and end homelessness that are aligned to proven practice and evidence. INNOVATION - We believe in the importance of, and practice of, innovation…of generating new ideas, products and ways of thinking that “unstick” our response to homelessness and housing supports, and which contribute to meaningful dialogue and building upon ideas and approaches that prevent and end homelessness. PRAGMATISM - We believe “it ain’t what’s pretty, it’s what works” in our approach to providing consulting services, focused less on the abstract and more on the practical. We believe it is our collective responsibility to take action in preventing and ending homelessness, not just talk about it endlessly. KNOWLEDGE TRANSFER - We believe in sharing the knowledge we have with leaders, organizations and communities, and through training and consulting, hope to impart the knowledge we have to improve practice and planning independently and sustainably in the community. OrgCode delivers services in the following practice areas: Leadership Development and Coaching In 2015, OrgCode began the Leadership Academy on Ending Homelessness, which features an introductory track, master class, and track specifically for executives in homelessness and housing services. To date, we have worked with over 800 leaders in the field through the Academy. DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 4 - Policy Development, Strategy and Planning OrgCode is instrumental in developing policy for homelessness and housing supports, working with organizations and communities on strategic planning, and developing community plans to prevent and end homelessness. Training OrgCode delivers training to more than 1,000 homelessness and housing services professionals and volunteers annually, online and in-person, throughout Canada, the United States and Australia. Subject matter expertise is shared for pragmatic implementation related to harm reduction, housing-focused case management, trauma-informed care, motivational interviewing, systems of support, impactful outreach, housing-focused shelter, strengths-based engagement, and improving goal setting. Transformation to Housing-Focused Services OrgCode is on the leading edge of assisting shelters and street outreach programs become housing-focused in service delivery and is advancing and supporting expansion of permanent supportive housing, bridge housing, intensive case management in scattered site housing, and designing and delivering rapid rehousing initiatives. Data and Analytics OrgCode is known for the ability to dive deep into data, while simplifying analysis for organizations and communities to replicate moving forward. We believe in analytical sustainability so that organizations and communities do not need to keep hiring others to look at their data and tell them what is occurring. Program, Organizational and Community Support & Continuous Improvement OrgCode provides ongoing assistance to a number of programs, organizations and communities to help them achieve reductions in homelessness, and to strengthen the supports provided to people once housed. Our approach uses a combination of qualitative and quantitative methods in a manner that is situationally and culturally appropriate for the group with which we are engaged. Our job is to empower people to take action to continuously improve, and to equip communities, organizations and programs with the tools they need to succeed in implementation. DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 5 - Consultant Experience OrgCode is leading work in Canada and the United States on shelter effectiveness, and in particular, assisting shelters in becoming lower-barrier and housing- focused. Of note: o OrgCode created the Housing-Focused Shelter Manual; o OrgCode created the shelter operator self-assessment for alignment to low-barrier, housing-focused service; o OrgCode has assisted shelters of various sizes become lower-barrier and housing-focused, from shelters with hundreds of beds to shelters with a dozen beds, and from local non-profit shelters to shelters provided by national organizations like St. Vincent de Paul, Catholic Charities and Salvation Army; o OrgCode materials on shelter transformation are used and promoted by the National Alliance to End Homelessness and the Canadian Alliance to End Homelessness; o OrgCode has delivered conference sessions on housing-focused shelters for both the Canadian Alliance to End Homelessness, and the National Alliance to End Homelessness – at the express invitation of both Alliances; o OrgCode has worked with a number of shelters to reframe their strategy and programming, train staff, evaluate program effectiveness, and provide coaching to shelter leadership. Project Team Iain De Jong, President and CEO of OrgCode Consulting Inc. Project Role: Project Lead, Evaluator, Trainer Mr. De Jong has more than 20 years experience in the field of homelessness and has been instrumental in developing promising and best practices in the area of DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 6 - aligning shelters to housing solutions. He will guide the evaluation of shelter practices, engagement with leadership and key staff, author and present the evaluation report, provide housing-focused shelter training and lead in the design of the framework for shelter services expansion. Cindy Crain, Senior Associate of OrgCode Consulting Inc. Project Role: Data and Documentation Analysis, Project Support Ms. Crain has 19 years experience in the field of HUD programs, homelessness services and Continuum of Care leadership and consulting. She will conduct document, contract, policies and procedures review, analysis of HMIS and HUD data, and provide operational support to the completion of this project. Resumes are attached. Project Staffing OrgCode is a Canadian-based corporation working remotely from both Canada and the United States. The project work will be accomplished utilizing teleconferencing (Zoom) and site visits. Approach and Work Plan OrgCode believes that low barrier housing-focused shelter is emergency accommodation that sees the purpose of shelter as the process of getting people re-housed rather than a destination to participate in programming, rehabilitation, treatment, stabilization, or housing readiness. Our approach reinforces in our consultation that low barrier housing-focused shelter practices diversion with every new person/family that engages with the shelter, and practices rapid resolution with individuals/families that need to come into shelter, to help them re-attach to housing as quickly as possible. A low barrier housing-focused shelter is purposeful, thoughtful and deliberate in the use of data to understand the population, assign staff to follow-through on housing-focused engagement with specific guests, and measures success by shortening lengths of stay, having positive exits from shelter, and not returning to shelter in the future. DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 7 - To assist the City and Catholic Charities’ La Posada de Guadalupe Shelter, OrgCode proposes these following consultation components 1. Evaluation of current emergency shelter practice to understand the current capacity, approach and effectiveness of shelter. Evaluation methodologies will include staff interviews observation and shadowing, guest focus group, policies and procedures document review and data analysis. This evaluation will examine the current service and operations model, guest experiences, beliefs and assumptions of staff, and the outputs and outcomes revealed by the numbers. The results of the evaluation will guide the next two components of the project in how the shelter can transform to address unsheltered homelessness, meet the RTHF shelter delivery standards, and prepare the agency for expanding to match the community need. 2. OrgCode will lay the groundwork for transforming the community’s shelter response with a three-part low barrier housing-focused training provided over Zoom with facilitated Q&A. Following training, OrgCode will provide three sessions of technical assistance to the La Posada de Guadalupe Shelter management and program staff focused on improvement areas identified in the evaluation and training and building on existing strengths and improve outcomes. Training and technical assistance topics will include: a. Housing First approach b. Safe and appropriate diversion c. Immediate and low-barrier access; d. Housing-focused rapid exits services e. Connections and interface with other parts of the homelessness services system including RTFH standards of care (e.g. street outreach, coordinated entry, and housing navigation) f. Data to measure performance. 3. With the extensive knowledge and experience gained through the evaluation, training and technical assistance process, OrgCode would then develop a framework on capacity, steps and transformation opportunities for the expansion of La Posada to serve additional populations and expand navigation services all grounded in a low barrier housing focused DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 8 - approach. OrgCode will draft an initial framework document for feedback then finalize the planning document. Work Plan Phase One - Shelter Evaluation 1.1 Document review including at minimum:  Shelter Policies and Procedures  Employee Manual / Handbook  Intake, assessment, participation forms  Contracts, service agreements, third-party provider MOUs/MOAs as applicable  Organizational Chart  Job Descriptions OrgCode Staffing: Cindy Crain 1.2 Data Analysis including at minimum:  Shelter annual performance report (HMIS generated APR) or CAPER report  City of Carlsbad PIT, HIC, LSA and STELLA-vized LSA data  HMIS or Coordinated Entry System related data such as by name list participation, referral rates OrgCode Staffing: Cindy Crain 1.3 Site Visit: Observation, Shadowing and PLE Focus Group A 4-5 day site visit by Iain De Jong to understand current practice, approach and capacity. Activities on the visit will include:  Tour of shelter, introduction of staff  Staff interviews  Focus group of persons with lived experience – shelter guests  Observation and shadowing of shelter operations – intake, overnight, day services  Street Outreach interviews – understand barriers to unsheltered OrgCode Staffing: Iain De Jong 1.4 Presentation of Findings DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 9 - OrgCode will author an evaluation report with recommendations delivered as a document and presented over a Zoom meeting. The structure of the report will service to both improve current practice in alignment with regional standards and best practice and as baseline information on expansion capacity. OrgCode Staffing: Iain De Jong Deliverables: Evaluation Report with recommendations Hours to complete: 96 hours Costs: $18,000 professional fees, $1,935 travel Timeframe: July 1 – September 15, 2022 Phase Two - Training and Technical Assistance 2.1 Training OrgCode will provide a comprehensive three-part training for all shelter staff – customized to emphasis key areas identified within the evaluation. The training sessions be organized around the following topics: Shelter Transformation: The Front Door – Staffing, Establishing a Housing Orientation, Diversion and Intake, Low Barrier Access Shelter Transformation: Beyond the Front Door – Rapid Resolution/Rapid Exit, Housing Focused Engagement and Service Delivery, Progressive Engagement, Establishing Expectations Shelter Transformation: Making the Exit Door Possible – Staffing, Fidelity to a Housing-Focused Orientation OrgCode Staffing: Iain De Jong and Cindy Crain 2.2 Technical Assistance Informed by the evaluation and best practice training, OrgCode will provide up to three one-hour Zoom-based technical assistance sessions for shelter leadership. OrgCode Staffing: Iain De Jong Deliverables: Three trainings – copy of presentations and tools. DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 10 - Hours to complete: 10 Costs: $1,875 professional fees Timeframe: September 15 – October 15, 2022 Phase Three – Capacity Expansion Framework Plan Based upon the first two phases, OrgCode will develop a framework for building shelter capacity. The framework would address expansion opportunities for shelter and service, capacity and resource needs, challenges and decision making required. The framework will be in alignment to best and promising practices and consistent with regional service delivery standards. OrgCode Staffing: Iain De Jong Deliverables: Framework Plan Hours to complete: 20 Costs: $3,750 professional fees Timeframe: By October 31, 2022 Detailed Timeline The following table provides an overview of the recommended work plan activities, deliverables, and timeline for the project. Phase 1: Evaluation of existing shelter services Project Start Up  Project Kick-Off meeting. Review of project plan, exchange contacts, establish communications plan – weekly written progress report, bi-weekly check-in call Month 1 July 1-8 Evaluation Set Up  Data collection  Document Collection  Scheduling of site visit  Scheduling of key information interviews July 11-22 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 11 - Site Visit Week  Shelter tour, observation, shadowing  Staff Interviewing  PLE focus group  Street Outreach interview  City interview Week of August 8 Evaluation Report and Recommendations  Evaluation Report Delivery  Zoom Presentation By September 15 Phase 2: Training and Technical Assistance Low Barrier Housing Focused Shelter Training  Three 1.5-2 hour training sessions over Zoom September 19-23 Technical Assistance  Three La Posada leadership technical assistance Zoom sessions with Iain De Jong September 19 – October 15 Phase 3: Expansion Capacity Framework Framework  Draft Framework presentation  Final Framework submission By October 31 Fees and Detailed Line Item Budget All work completed for the project will be charged at $187.50 per hour/$1,500 per day, regardless of the OrgCode team member involved. The table below outlines the costs for completing the work outlined in the proposal: Description Cost (in $) Professional Consulting Hours – Iain De Jong and Cindy J. Crain $187.50/hour Approximately 126 hours over 4 months. $23,625 Site Visit 1 – 1 person 5 days. Airfare, hotel, Per diem, local transportation $1,935 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 12 - GSA Rates $217/day x 5 lodging, meals, per diem rate and Meals and Incidentals; $475 airfare; Local travel $75/day x 5 days Total: $25,560 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 13 - ATTACHMENTS DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 14 - RESUME - Iain De Jong Highlights  President and CEO, OrgCode Consulting Inc.  Author, The Book on Ending Homelessness, 2020  Author, Canadian Alliance to End Homelessness Ending Homelessness for People Living in Encampments Toolkit, 2020  National Alliance to End Homelessness leadership committee  International and national awards and accolades: United Nations World Habitat Awards Top 8 Global Housing Program (2008); Canada Mortgage and Housing Corporation Best Practice (2008); Institute of Public Administrators of Canada Leadership (2009); Arthur Kroeger Award Honourable Mention (2007); 13 Public Service Quality Awards (2008, 2007, 2006)  Highly experienced leader of change with dedication to cultivating innovation  Interpersonal acumen and strategic network development working with senior stakeholders in government, business, and community-based sector  Proven ability to execute complex projects on time and on budget  Passionate leader focused on evidence-based outcomes through better program design and accountability  Excellent verbal and written communication skills  Issues management expertise and accustomed to working with sensitive material Relevant Professional Experience ORGCODE CONSULTING INC. President and CEO 2013 – Present Managing Partner 2009 – 2013  Provide leadership to complex projects in the public, private and non-profit sector across Canada and the United States, working directly with senior managers and elected officials  Expertise in housing, homelessness, planning, training, talent management and change  Infuse evidence-based and evidence-informed practices to assignments and ensure data and analytical integrity through attention to methods and quality assurance YORK UNIVERSITY Faculty (Part-Time), Department of Environmental Studies 2005 – 2015 DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 15 -  Specialization in fields of community planning, housing, public participation, and social policy and in practices of change, consultation, research, public presentations, and stakeholder relationships  Supervising and advising Masters students  Quantitative and qualitative research expertise CITY OF TORONTO 2001 – 2009 Senior Manager, Streets to Home Program, 2005 – 2009  Senior Manager managing team of 6 Program Managers and total staff compliment of 72  Multiple national and international awards and accolades: Canada’s Top 40 Under 40 Nominee (2009, 2008, 2007); United Nations World Habitat Awards Top 8 Global Housing Program (2008); Canada Mortgage and Housing Corporation Best Practice (2008); Institute of Public Administrators of Canada Leadership (2009); Arthur Kroeger Award Honourable Mention (2007); 13 Public Service Quality Awards (2008, 2007, 2006)  Altered the national and dominant approach to meeting the needs of street homeless individuals  Created organizational design and spearheaded system transformation process while managing complex relationships and navigating change management  Led issues management identification and remediation, and assessment, risk reduction and risk mitigation  Grew the program from $2.2 Million, six staff and 11 partners to $14 Million, 72 staff and almost 40 partners in less than four years  Managed funding, proposal, contract management and oversight functions for almost 40 non-profit partners, and established guidelines and policy agenda  Provided consulting services, training, replication, technical and advisory services to more than 100 jurisdictions throughout world including United States, Canada, Australia, Italy, and the United Kingdom  Worked with Mayors, Ministers, Deputy Ministers, Assistant Deputy Ministers, Executives, and other senior leadership Policy Development Officer, Hostels and Support Initiatives, 2001 – 2005  Senior leadership role in Divisional and Corporate policy development  Directly designed policy and influenced changed through policy of $700 Million operating unit  Designed and implemented quality assurance systems (award winning), created performance measurement program and established risk assessment framework impacting more than 120 organizations, over 500 FTEs and more than 30,000 service users and clients annually DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 16 -  Service demand forecasting and program financial modeling for $114 Million operating unit  Co-authored standards, business plans, report cards and assessment reports  Provided leadership to extensive consultation processes on a range of subjects, many of which were sensitive and/or controversial  Policy development on a range of files including complex financial matters, health issues, alternative service delivery, youth and family issues, settlement and refugee issues, domestic violence, intensive case management, stakeholder engagement, modeling, and forecasting  Extensive program evaluation leading to program and system efficiencies, improved service planning and more prudent use of resources  Managed external researchers and consultants (often on concurrent projects) with cumulative value of contracts >$1 million over multiple years LAPOINTE CONSULTING 1999 – 2001 Consultant  Strategic and urban planning  Recruited and supervised junior staff  Oversaw project management process of successful work execution primarily of high-profile research (including National advocacy campaigns) and service evaluation studies up to $350,000  Spearheaded development of innovative web-based and financial tools ONTARIO NON-PROFIT HOUSING ASSOCIATION 1999 Researcher  Research and policy analysis with senior researchers  Worked with highly sensitive and confidential information  Wrote reports and part of national advocacy campaigns Education  Masters in Environmental Studies, Social Planning, York University (Toronto, Ontario)  Non-Matriculated Philosophy, St. John Fisher College (Rochester, New York)  Bachelor of Education, York University (Toronto, Ontario)  Bachelor of Arts, Fine Arts, Theatre DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 17 - RESUME - CINDY J. CRAIN Relevant Professional Experience OrgCode Consulting, Inc., Texas Senior Associate November 2017 - Present Continuum of Care and local government consulting on CoC Planning, encampment response, Coordinated Entry evaluation, HUD compliance and homeless serving systems program consultations. Metro Dallas Homeless Alliance, Dallas, Texas President and CEO March 2015 to May 2018 ● Secure Financial Stability: Transformed agency funding from less than thirty-day operating reserves and $260,000 in debt to 90-day operating reserve with annual stabilized revenues of $1.2 million, leveraging $475,000 in local, foundation and private funding. Developed strategic relationships with Dallas-based foundations not only for MDHA but more importantly MDHA direct service member initiatives. ● Develop Organizational Foundation: Reorganized and revised corporate bylaws and organizational structure resulting in diversified Board driven by the mission to make homelessness rare, brief, and non-recurring. Developed standardized data-driven Strategic Work Plan with quarterly and annual performance reporting. ● Design and Implement Program Innovations: Developed core system functions that have established national best practices in the assessment and prioritization of persons experiencing homelessness. ● Create System Collaboration and Cooperation: Created a robust system of solution-based working committees that have committed to a systems approach to address problems collaboratively. Results in the past year include the reduction in chronic homelessness by 21%, veteran homelessness by 7%. ● Public Education and Advocacy: Conducted one of the nation’s largest point in time counts of unsheltered homeless nearly doubling each year the number of volunteers from 95 over 1,700. Established State of the Homeless Address creating a benchmark event influencing public policy, funding priorities and action. Lead Dallas participation in the SPARC research supporting strategies addressing racial inequity. ● Hurricane Harvey Response: Coordinate with Dallas City and County and Catholic Charities to provide housing placement and services for evacuees deemed FEMA ineligible or homeless prior to hurricane event. Participant in State of Texas development of the CDBG – DR strategic plan. DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Low Barrier Housing-Focused Shelter - Carlsbad, CA - 18 - Tarrant County Homeless Coalition, Fort Worth, Texas Executive Director 2008 – 2015 ● Built a New Organization: Built the organization as its first Executive Director from an initial $100,000 grant to a sustained lead agency with sustainable funding of $1.7 million annually. ● Introduced System-level Solutions: The first continuum of care agency in the State of Texas to develop a coordinated entry system, integrated into the Homeless Information System that became part of the basic structure of the national best practice for ‘by-name list’ method of targeting populations for housing and performance measurement. ● Use Data for Continuous Improvement: Built out a comprehensive Homeless Management Information System to assist member agencies in moving from data collection practice to a performance measurement orientation. Tarrant County, Fort Worth, Texas Senior Planner Tarrant County Community Development Division 2004 – 2008 Manage federal HUD grant programs including CDBG HOME, HOPWA, ESG and Continuum of Care. Author of HUD consolidated planning and performance reports. Assist in coordination of county response to Katrina hurricane evacuee response. City of Fort Worth, Fort Worth, Texas Budget Analyst, Webmaster, City Council Assistant 1995 – 2002 Three progressive positions: Develop and manage multiple City department budgets. City’s first Webmaster. Assistant to City Councilperson. US Department of State/USAID, Washington DC Technical Assistance Consultant – Temporary Duty Assignments 1997 – 2000 Elections, voter education, media, and public policy training. Kazakhstan, Albania, Macedonia, and Hungary. EDUCATION Master of Public Administration – Science, Information and Technology - Syracuse University Bachelor of Business Administration – Marketing - Texas Christian University Truman Scholar COMMUNITY SERVICE The Fort Worth Report – Founding Advisory Committee for nonprofit journalism Health Care for the Homeless National Council – Governing Board Member DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67 Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SS.P.F. NO. 6 STANDARD NON-OWNED AUTOMOBILE POLICY ATTACHING TO POLICY NUMBER: PSK0136420882 THE INSURED: OrgCode Consulting Inc WITH EFFECT FROM: 28 Jan 2022 LLIMITS OF LIABILITY AND DEDUCTIBLES: S.P.F. NO. 6 STANDARD NON-OWNED AUTOMOBILE POLICY Limit of liability: CAD1,000,000 each and every claim, costs and expenses in addition Deductible: CAD1,000 each and every claim, including ccosts and expenses S.E.F. NO. 94 LEGAL LIABILITY FOR DAMAGE TO HIRED AUTOMOBILE FORM Limit of liability: CAD50,000 each and every claim, costs and expenses in addition Deductible: CAD1,000 each and every claim, including ccosts and expenses INSURING CLAUSE: In consideration of the payment of the premium specified and of the statements contained in the application and subject to the limits, terms, conditions, provisions, definitions and exclusions herein stated Section A - Third Party Liability. The Insurer agrees to indemnify the Insured against the liability imposed by law upon the Insured for loss or damage arising from the use or operation of any automobile not owned in whole or in part by or licensed in the name of the Insured, and resulting from bodily injury to or the death of any person or damage to property of others not in the care, custody or control of the insured: Provided always the Insurer shall not be liable under this Form: a. for any liability which arises from the use or operation of any automobile while personally driven by the Insured if the Insured is an individual; or b. *for any liability imposed upon any person insured by this Form; i. by any workmen's compensation law; or ii. by any law for bodily injury to or the death of the Insured or any partner, officer or employee of the Insured while engaged in the business of the Insured; or DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved c. for any liability assumed by any person insured by this Form voluntarily under any contract or agreement; or d. for loss or damage to property carried in or upon an automobile personally driven by any person insured by this Form or to any property owned or rented by, or in the care, custody or control of any such person; or e. for any amount in excess of the limit stated in Item 7 of the application, and expenditures provided for in the Additional Agreements of this Form; subject always to the provisions of the section of the Insurance Act (Automobile Insurance Part) relating to the nuclear energy hazard. *Not applicable in the Province of Ontario AADDITIONAL AGREEMENTS OF INSURER: Where indemnity is provided by this Form, the Insurer further agrees: 1. upon receipt of notice of loss or damage caused to persons or property to serve any person insured by this Form by such investigation thereof, or by such negotiations with the claimant, or by such settlement of any resulting claims, as may be deemed expedient by the Insurer; and. 2. to defend in the name and on behalf of any person insured by this Form and at the cost of the Insurer any civil action which may at any time be brought against such person on account of such loss or damage to persons or property; and 3. to pay all costs taxed against any person insured by this Form in any civil action defended by the Insurer and any interest accruing after entry of judgment upon that part of the judgment which is within the limits of the Insurer's liability; and 4. in case the injury be to a person, reimburse any person insured by this Form for outlay for such medical aid as may be immediately necessary at the time of such injury; and 5. be liable up to the minimum limit(s) prescribed for that province or territory of Canada in which the accident occurred, if that limit(s) is higher than the limit stated in Section A of Item 7 of the application; and 6. not set up any defense to a claim that might not be set up if the policy were a motor vehicle liability policy issued in the province or territory of Canada in which the accident occurred. GENERAL PROVISIONS AND DEFINITIONS: 1. Additional Insureds The Insurer agrees to indemnify in the same manner and to the same extent as if named herein as the Insured, every partner, officer or employee of the Insured who, with the consent of the DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved owner thereof, personally drives (a) in the business of the Insured stated in Item 3 of the application, any automobile not owned in whole or in part by or licensed in the name of (i) the Insured, or (ii)such additional insured person, or (iii) any person or persons residing in the same dwelling premises as the Insured or such additional insured person, or (b) any automobile hired or leased in the name of the Insured except an automobile owned in whole or in part or licensed in the name of such additional Insured person. 2. Territory This Form applies only to the use or operation of automobiles within Canada or the United States of America or upon a vessel plying between ports of those countries 3. Hired Automobiles Defined The term "Hired Automobiles" as used in this Form means automobiles hired or leased from others with or without drivers, used under the control of the Insured in the business stated in Item 3 of the application but shall not include any automobile owned in whole or in part by or licensed in the name of the Insured or any partner, officer or employee of the Insured. 4. Automobiles Operated Under Contract Defined The term "Automobiles Operated under Contract" as used in this Form shall mean automobiles operated in the business of the Insured stated in Item 3 of the application where the complete supervision, direction and control of such automobiles remain with the owner thereof, but shall not include any automobile owned in whole or in part by or licensed in the name of the Insured or any partner, officer or employee of the Insured. 5. Two or More Automobiles When two or more automobiles are insured hereunder the terms of this Form shall apply separately to each, but a motor vehicle and a trailer or trailers attached thereto shall be held to be one automobile as respects limits of liability under Section A. 6. Premium Adjustment The Advance Premium stated in item 5 of the application is computed on the estimated total " cost of hire" for the Policy Period. The words "cost of hire" as used herein mean the entire amount incurred for "Hired Automobiles" and drivers when such automobiles are hired with drivers or the amount incurred for hired automobiles and the wages paid to drivers when such drivers are employees of the Insured. The Advance Premium stated in Item 6 of the application is computed on the estimated total "contract cost" for the Policy Period. The words "contract cost" as used herein mean the entire amount paid by the Insured for "Automobiles Operated under Contract" to the owners thereof. The Advance Premiums are subject to adjustment at the end of DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved the Policy Period when the Insured shall deliver to the Insurer a written statement of the total amounts expended for cost of hire during the Policy Period. If such amounts exceed the estimates stated in the application, the Insured shall immediately pay additional premium at the rates stated therein; if less, the Insurer shall return to the Insured the unearned premium when determined but the Insurer shall, in any event, receive or retain not less than the. Minimum Retained Premium stated therein. The Insurer shall have the right and opportunity, whenever the Insurer so desires, to examine the books and records of the Insured to the extent they relate to the premium bases or the subject matter of this Form. 7. Statutory Conditions The insurance provided under this Coverage is subject to the "Automobile Statutory Conditions" approved by the Superintendent of Insurance for the Province in which this policy is issued and upon request the Company will make available a complete copy of same. SSUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SS.E.F. NO. 94 LEGAL LIABILITY FOR DAMAGE TO HIRED AUTOMOBILE FORM ATTACHING TO POLICY NUMBER: PSK0136420882 THE INSURED: OrgCode Consulting Inc WITH EFFECT FROM: 28 Jan 2022 (FOR ATTACHMENT ONLY TO A NON-OWNED POLICY S.P..F. NO. 6) In consideration of the premium stated herein, it is understood and agreed that the policy to which this endorsement is attached, is extended, subject always to the condition that the Insurer shall be liable under the subsection or subsections of the Insuring Agreement hereof for which a premium is stated and no other. SECTION B - LEGAL LIABILITY FOR DAMAGE TO HIRED AUTOMOBILES The Insurer agrees to indemnify the Insured against the liability imposed by law upon the Insured or assumed by him under any contract or agreement for loss or damage arising from the care, custody or control of “Hired Automobiles” as defined is such policy and resulting from loss or damage thereto, caused solely by: SUBSECTION 1 – ALL PERILS: from all perils Limits of Insurance We shall not be liable under this endorsement for any amount in excess of $50,000 or as otherwise shown on the Declaration Page (exclusive of interest and costs) for any one occurrence. Deductible Clause Each occurrence causing loss or damage covered except loss or damage caused by fire or lightning or theft of the entire automobile shall give rise to a separate claim in respect of which our liability shall be limited to the amount of loss or damage in excess of $500. Two Or More Automobiles A motor vehicle and one or more trailers or semi-trailers attached thereto shall be held to be separate automobiles with respect to the limit of insurance, including the deductible provision, if any, under this Insuring Agreement. EXCLUSIONS: We shall not be liable 1. for loss or damage to any automobile while personally driven by you if you are an individual; or DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved 2. for loss or damage a. to tires or consisting of or caused by mechanical fracture or breakdown of any part of an automobile or by rusting, corrosion, wear and tear, freezing or explosion within the combustion chamber, unless the loss or damage is coincident with other loss or damage caused by fire, theft or malicious mischief: or b. to any automobile while being used without the consent of the owner thereof; or c. caused directly or indirectly by contamination by radioactive material; or d. to contents of trailers or to rugs or robes; or e. to tapes and equipment for use with a tape recorder when detached therefrom; or f. caused directly or indirectly by bombardment, invasion, civil war, insurrection, rebellion, revolution, military or usurped power, or by the operation of armed forces while engaged in hostilities whether war be declared or not; or g. for any amount in excess of the limit stated in the applicable subsection hereof and expenditures provided for in the Additional Agreements of the policy to which this endorsement is attached. SSUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SS.E.F. NO. 96 CONTRACTUAL LIABILITY ENDORSEMENT ATTACHING TO POLICY NUMBER: PSK0136420882 THE INSURED: OrgCode Consulting Inc WITH EFFECT FROM: 28 Jan 2022 (FOR ATTACHMENT ONLY TO A NON-OWNED POLICY S.P.F. NO. 6) In consideration of a premium of CAD0, it is understood and agreed that part c) of the IINSURING CLAUSE is deleted in its entirety and replaced with the following: c. For any liability assumed by any person insured by this policy voluntarily under any contract or agreement other than those stated below: Date of contract Name of contracting party (other than the Insured) All contracts All contracting parties SSUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SS.E.F. NO. 99 EXCLUDING LONG TERM LEASED VEHICLE ENDORSEMENT ATTACHING TO POLICY NUMBER: PSK0136420882 THE INSURED: OrgCode Consulting Inc WITH EFFECT FROM: 28 Jan 2022 (FOR ATTACHMENT ONLY TO A NON-OWNED POLICY S.E.F. NO. 6) In consideration of the premium for which this policy is issued, it is understood and agreed that the “Hired automobile” DDEFINITION is deleted in its entirety and replaced with the following: Hired automobiles means: i. automobiles hired or leased from others with drivers; ii. hired or leased by the Named Insured from others without driver for periods not exceeding 30 days, used under the control of the Insured in the business stated in Item 3 of the application but shall not include any automobile owned in whole or in part by or licensed in the name of the Insured or any partner, officer or employee of the Insured. SSUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved AADDITIONAL INSURED ENDORSEMENT (SPECIFIED THIRD PARTY) ATTACHING TO POLICY NUMBER: PSK0136420882 THE INSURED: OrgCode Consulting Inc WITH EFFECT FROM: 28 Jan 2022 It is understood and agreed that the following amendments are made to this Policy: 1. The following DDEFINITION is added: “AAdditional insured” means: The Corporation of the City of Windsor The Corporation of the City of Kingston The Regional Municipality of Durham 2. In respect of the “Additional insureds” CCONDITION, aadditional insureds are included as a tthird party. 3. The following CCONDITION is added: Notice of cancellation to additional insureds If wwe give yyou notice of cancellation in accordance with the “Cancellation” CCONDITION, wwe will endeavor to provide the same notice of cancellation to the aadditional insureds; however, not doing so will not place any additional liability upon uus. SSUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SSERVICE OF SUIT CLAUSE ATTACHING TO POLICY NUMBER: PSK0136420882 THE INSURED: OrgCode Consulting Inc WITH EFFECT FROM: 28 Jan 2022 In any action to enforce the obligations of the underwriting members of the Lloyd's syndicates and other subscribing insurers, they can be designated or named, in respect of the Lloyd's syndicates, as “Lloyd's Underwriters” and such designation will be binding on the members as if they had each been individually named as defendant. Service of such proceedings against Lloyd's syndicates may validly be made upon the Attorney In Fact in Canada for Lloyd's Underwriters whose address for such service is 200 Bay Street, Suite 2930, P.O. Box 51, Toronto, Ontario, M5J 2J2, and service of such proceedings against other subscribing insurers may validly be made upon Dentons Canada LLP whose address for such service is 77 King Street West, Suite 400, Toronto-Dominion Centre, Toronto, Ontario M5K 0A1. SSUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved LLEGAL ACTION AND TERRITORIAL SCOPE AMENDATORY CLAUSE ATTACHING TO POLICY NUMBER: PSK0136420882 THE INSURED: OrgCode Consulting Inc WITH EFFECT FROM: 28 Jan 2022 It is understood and agreed that the following amendments are made to this Policy: 1. The following is added to “LEGAL ACTION” in the Declarations Page: but Canada only in respect of the LLEGAL EXPENSES INSURING CLAUSE 2. The following is added to “TERRITORIAL SCOPE” in the Declarations Page: but Canada only in respect of the LLEGAL EXPENSES INSURING CLAUSE SSUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved DDECLARATIONS INSURING CLAUSE 1: PROFESSIONAL LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability: CAD4,000,000 in the aggregate SECTION A: ERRORS AND OMISSIONS Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION B: BREACH OF CONTRACT Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION C: SUB-CONTRACTOR VICARIOUS LIABILITY Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION D: CONTINGENT BODILY INJURY AND PROPERTY DAMAGE LIABILITY Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION E: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION F: POLLUTION LIABILITY Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION G: REGULATORY COSTS AND FINES Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SECTION H: DISHONESTY OF EMPLOYEES Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION I: PAYMENT OF WITHHELD FEES Limit of liability: CAD2,000,000 each and every claim, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses INSURING CLAUSE 2: CYBER AND PRIVACY ALL SECTIONS COMBINED Aggregate limit of liability: CAD1,000,000 in the aggregate SECTION A: NETWORK SECURITY AND PRIVACY LIABILITY Aggregate limit of liability: CAD1,000,000 in the aggregate, including ccosts and expenses Deductible: CAD2,500 each and every claim, including ccosts and expenses SECTION B: INCIDENT RESPONSE COSTS Aggregate limit of liability: CAD1,000,000 in the aggregate Deductible: CAD0 each and every claim SECTION C: LEGAL, FORENSIC AND BREACH MANAGEMENT COSTS Aggregate limit of liability: CAD1,000,000 in the aggregate Deductible: CAD2,500 each and every claim SECTION D: EXTORTION Aggregate limit of liability: CAD1,000,000 in the aggregate Deductible: CAD2,500 each and every claim SECTION E: SYSTEM DAMAGE AND RECTIFICATION COSTS Aggregate limit of liability: CAD1,000,000 in the aggregate Deductible: CAD2,500 each and every claim DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SECTION F: SYSTEM BUSINESS INTERRUPTION AND REPUTATIONAL HARM Aggregate limit of liability: CAD1,000,000 in the aggregate Deductible: CAD2,500 each and every claim SECTION G: CLAIM PREPARATION COSTS Aggregate limit of liability: CAD25,000 in the aggregate Deductible: CAD0 each and every claim INSURING CLAUSE 3: COMMERCIAL GENERAL LIABILITY SECTION A: BODILY INJURY AND PROPERTY DAMAGE LIABILITY Limit of liability: CAD5,000,000 each and every claim, ccosts and expenses in addition Deductible: CAD500 each and every claim, including ccosts and expenses SECTION B: PRODUCTS AND COMPLETED OPERATIONS LIABILITY Aggregate limit of liability: CAD5,000,000 in the aggregate, ccosts and expenses in addition Deductible: CAD500 each and every claim, including ccosts and expenses SECTION C: TENANTS’ LEGAL LIABILITY Aggregate limit of liability: CAD500,000 in the aggregate, including ccosts and expenses Deductible: CAD500 each and every claim, including ccosts and expenses SECTION D: PERSONAL AND ADVERTISING INJURY Aggregate limit of liability: CAD5,000,000 in the aggregate, ccosts and expenses in addition Deductible: CAD500 each and every claim, including ccosts and expenses SECTION E: EMPLOYERS' LIABILITY Aggregate limit of liability: CAD5,000,000 in the aggregate, ccosts and expenses in addition Deductible: CAD500 each and every claim, including ccosts and expenses SECTION F: MEDICAL EXPENSES Limit of liability: CAD5,000 each and every claim Deductible: CAD0 each and every claim, including ccosts and expenses DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SECTION G: EMPLOYEE BENEFITS LIABILITY Aggregate limit of liability: CAD5,000,000 in the aggregate Deductible: CAD500 each and every claim, including ccosts and expenses INSURING CLAUSE 4: COMMERCIAL PROPERTY NO COVER GIVEN INSURING CLAUSE 5: BUSINESS INTERRUPTION NO COVER GIVEN INSURING CLAUSE 6: LEGAL EXPENSES ALL SECTIONS COMBINED Aggregate limit of liability: CAD100,000 in the aggregate SECTION A: CONTRACTUAL DISPUTES Limit of liability: CAD50,000 each and every claim Deductible: CAD500 each and every claim, including ccosts and expenses SECTION B: EMPLOYMENT DISPUTES Limit of liability: CAD50,000 each and every claim Deductible: CAD500 each and every claim, including ccosts and expenses SECTION C: CRIMINAL PROCEEDINGS Limit of liability: CAD50,000 each and every claim Deductible: CAD500 each and every claim, including ccosts and expenses SECTION D: PROPERTY DISPUTES Limit of liability: CAD50,000 each and every claim Deductible: CAD500 each and every claim, including ccosts and expenses SECTION E: TAX DISPUTES Limit of liability: CAD50,000 each and every claim Deductible: CAD500 each and every claim, including ccosts and expenses DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved SECTION F: BODILY INJURY Limit of liability: CAD50,000 each and every claim Deductible: CAD500 each and every claim, including ccosts and expenses INSURING CLAUSE 7: DIRECTORS AND OFFICERS LIABILITY NO COVER GIVEN INSURING CLAUSE 8: LOSS MITIGATION Aggregate limit of liability: CAD2,000,000 in the aggregate Deductible: CAD2,500 each and every claim INSURING CLAUSE 9: COURT ATTENDANCE COSTS Aggregate limit of liability: CAD100,000 in the aggregate Deductible: CAD0 each and every claim INSURING CLAUSE 10: REPUTATION AND BRAND PROTECTION Aggregate limit of liability: CAD100,000 in the aggregate Deductible: CAD0 each and every claim DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved OOUR REGULATORY STATUS CFC Underwriting Limited is authorised and regulated by the United Kingdom Financial Conduct Authority (FCA). CFC Underwriting Limited’s Firm Registration Number at the FCA is 312848. These details may be checked by visiting the Financial Conduct Authority website at www.fca.org.uk/register/. Alternatively the Financial Conduct Authority may be contacted on +44 (0)800 111 6768. We are covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation from the scheme if we cannot meet our obligations to you in respect of insurance policies that we have underwritten on behalf of insurers. This depends on the type of business and the circumstances of the claim. In respect of general insurance business the FSCS will cover 90% of the claim, without any upper limit and for compulsory classes of insurance, the FSCS will cover 100% of the claim, without any upper limit. Further information about compensation scheme arrangements is available from the FSCS. DATA PROTECTION NOTICE We collect and use relevant information about you to provide you with your insurance cover or the insurance cover that benefits you and to meet our legal obligations. Where you provide us or your agent or broker with details about other people, you must provide this notice to them. The information we collect and use includes details such as your name, address and contact details and any other information that we collect about you in connection with the insurance cover from which you benefit. This information may include more sensitive details such as information about your health and any criminal convictions you may have. In certain circumstances, we may need your consent to process certain categories of information about you (including sensitive details such as information about your health and any criminal convictions you may have). Where we need your consent, we will ask you for it separately. You do not have to give your consent and you may withdraw your consent at any time. However, if you do not give your consent, or you withdraw your consent, this may affect our ability to provide the insurance cover from which you benefit and may prevent us from providing cover for you or handling your claims. The way insurance works means that your information may be shared with, and used by, a number of third parties in the insurance sector for example, insurers, agents or brokers, reinsurers, loss adjusters, sub-contractors, regulators, law enforcement agencies, fraud and crime prevention and detection agencies and compulsory insurance databases. We will only disclose your personal information in connection with the insurance cover that we provide and to the extent required or permitted by law. We will process individual insured’s details, as well as any other personal information you provide to us in respect of your insurance cover, in accordance with our privacy notice and applicable data protection laws. To enable us to use individual insured’s details in accordance with applicable data protection laws, we need you to provide those individuals with certain information about how we will use their details in connection with your insurance cover. You agree to provide to each individual insured this notice, on or before the date that the individual becomes an individual insured under your insurance cover or, if earlier, the date that you first provide information about the individual to us. DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere Unique Market Reference No. B087521C9N5047, B087521C9N5051, B087521C9N5053, B174321B01267 ©2019 CFC Underwriting Ltd, All Rights Reserved We are committed to using only the personal information we need to provide you with your insurance cover. To help us achieve this, you should only provide to us information about individual insureds that we ask for from time to time. You have rights in relation to the information we hold about you, including the right to access your information. If you wish to exercise your rights, discuss how we use your information or request a copy of our full privacy notice, please contact us directly at enquiries@cfcunderwriting.com. For more information about how we use your personal information please see our full privacy notice, which is available online on our website at: http://www.cfcunderwriting.com/privacy DocuSign Envelope ID: 09981225-FD39-4391-8C95-9D2D58FC4A67ere