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HomeMy Public PortalAboutC-20-044 - California Community Economic Development Association, Inc. Amendment No. 2, COVID Small Business Loan Program AdministrationAMENDMENT NO.2 TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment No. 2") by and between the CITY OF CARSON, a California municipal corporation ("City"), and CALIFORNIA COMMUNITY ECONOMIC DEVELOPMENT ASSOCIATION, a California nonprofit public benefit corporation ("Consultant"), is effective as of the 6th1h day of October, 2020. RECITALS A. City and Consultant entered into that certain Agreement for Contract Services dated May 7, 2020 ("Agreement") whereby Consultant agreed to provide City various services, including services to process applications for Economic Injury Disaster Loans ("EIDL"), Paycheck Protection Program ("PPP") loans, or other government or bank sponsored loan applications, including the Carson Small Business Loan Program applications, for the purpose of assisting small businesses that have been negatively impacted by the worldwide Covid-19 pandemic. B. The Agreement provided for Consultant to process a minimum of 90 EIDL, PPF, or other government or bank sponsored loan applications within 450 hours in consideration for payment of not to exceed $67,500, which, together with a mobilization and setup fee of $7,500, comprise a Contract Sum not to exceed $75,000. C. On July 7, 2020, City and Consultant entered into an amendment of the Agreement ("Amendment No. I") to require Consultant to process a minimum of an additional 100 EIDL, PPP, or other government or bank sponsored loan applications within 500 hours in consideration for payment of not to exceed $75,000, for a total increased Contract Sum not to exceed S 150,000_ However, by the time Amendment No. 1 was executed by the parties, the Agreement, with an expiration date of June 30, 2020, had expired, D_ Now, City and Consultant desire to again amend the Agreement to require Consultant to process a minimum of an additional 50 EIDL, PPP, or other government or bank sponsored loan applications within 500 hours over the period commencing October 6, 2020 until expiration of the Agreement in consideration for payment of not to exceed $75,000, for a total increased Contract Sum not to exceed $225,000, extend the Agreement term to June 30, 2021, and expand the scope of services to be provided by Consultant by adding (i) administration of City -funded Small Business Assistance Program and City's CDBG-funded loan and grant programs, (ii) non -lending services such as the survey of businesses to determine the demand for the United States Economic Development Administration ("EDA") -funded loan program, and (iii) assistance to secure any EDA grants, E. Because the time commitment required to process each loan application is lengthier than was originally anticipated by City and Consultant, the City will require Consultant to process fewer EIDL, PPP, or other government or bank sponsored loan applications per hour. 01007 0001 `672501.1 F. Based on the foregoing, City and Consultant now desire and intend to enter into this Amendment No. 2 retroactive to June 30, 2020, and to thereby authorize the provision of the services under the Agreement by Consultant commencing as of said date, and to ratify and affirm Amendment No. 1 and the continuous and uninterrupted term of the Agreement from the effective date of the Agreement until and through June 30, 2021. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text in bold italics and deleted text in steiketh ). a. Section 2.1, "Contract Sum," of the Agreement is hereby amended to read as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred Twen1j, Five Thousand Dollars ($225,000g-I.39,-WQ) ("Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." b. The second paragraph of Section 1 of Exhibit "A," "Scope of Services," of the Agreement is hereby amended to read as follows: "CCEDA shall process a minimum of 175 4-99 EIDL, PPP, or other government- or bank - sponsored loan applications, including the Carson Small Business Loan Program applications, within the 1,450 9350 hours allotted in this Agreement." C. The section with heading, "Federal Lending Programs" of Task 4: Lending Programs and Assistance of Exhibit "A," "Scope of Services," of the Agreement is hereby amended to read as follows: "Federal Lending Program The primary programs CCEDA would focus on are: Paycheck Protection Loans: The U.S. Small Business Administration (SBA) will guarantee loans with terms of up to 10 years and interest rates of up to 4% to businesses with fewer than 500 employees. Businesses can qualify for loans of up to $10 million, and the loans will be provided by lenders including banks and credit unions. Eligible businesses can get loan deferment for six months to a year, and the loan may be forgiven if the business maintains its payroll for eight weeks at employees' normal salary levels. Required certification from businesses for this program includes: o Current economic uncertainty makes the loan necessary to support the applicant's ongoing operations. -2- 01007 00011672501.1 o The funds will be used to retain workers and maintain payroll or to make mortgage, lease, and utility payments. c. The applicant has not and will not receive another loan under this program. Q The applicant will provide to the lender documentation that verifies the number of full-time equivalent employees on payroll and the dollar amounts of payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities for the eight weeks after getting this loan. o Loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities. Due to likely high subscription, it is anticipated that not more than 25% of the forgiven amount may be for non -payroll costs. o All the information the applicant provides in his/her application and in all supporting documents and forms is true and accurate. Knowingly making a false statement to get a loan under this program is punishable by law. o The applicant acknowledges that the lender will calculate the eligible loan amount using the tax documents they submitted_ The applicant affirms that the tax documents are identical to those they submitted to the IRS. And the applicant also understands, acknowledges, and agrees that the lender can share the tax information with the SBA's authorized representatives, including authorized representatives of the SBA Office of Inspector General, for the purpose of compliance with SBA Loan Program Requirements and all SBA reviews. Expanded access to U.S. Small Business Administration Economic Injury Disaster Loans: As part of its disaster assistance program, the SBA is providing working capital loans of up to $2 million to small businesses and nonprofits affected by the coronavirus. These loans carry an interest rate of 3.75% for small businesses and 2.75% for nonprofits. Loan repayment terns vary by applicant, up to a maximum of 30 years. The stimulus updated the program so that sole proprietors and businesses with fewer than 500 employees qualify, and applicants don't need to provide a personal guarantee on loans under $200,000. Payments can also be deferred for up to four years. Administration of City funded Sivall Business Assistance Prograut and City's CDBG- funded loan and grant prograius. Required Documents from Businesses: • Copy of Credit Bureau Report with Credit Scores from the three primary reporting agencies for all owners of the business with minimum 20% ownership. Personal Financial Statement (SBA Form 413) for all owners of the business with minimum 20% ownership interest. 01007.0001:672501.1 • Federal Personal and business tax returns for the last 3 years (include personal tax returns for each owner with minimum 20% ownership interest in the business)_ • Business Financial Statements for year to date (both income statements and balance sheet is Preferred). Schedule of all business assets and liabilities. • Provide Monthly sales figures beginning 3 years prior to the disaster and continuing through the most recent month available. (SBA Form 1368). • Written explanation of the amount the owner is seeking and how it will be used, Describe the loss. • SBA Loan Application (SBA Form 5). • IRS Form 8821 1 4506-T for each owner with minimum 20% ownership interest in the business. • Advance of $10,000 to SBA Economic Injury Disaster Loan applicants: Even if a business is denied a loan, they can still access this advance which will be forgiven, which can be used to provide employee sick leave, maintain payroll or meet other needs like paying rent." d. Task 5 of Exhibit "A," "Scope of Services," of the Agreement is hereby amended to read as follows: "Task 5: Non Loan Support As needed, CCEDA will provide a quick assessment of each business' current situation and assist the business take the following actions while they are working on a loan application.- 9 pplication: • Expense Triage o Review Profit & Loss Statements o Help businesses evaluate and understand their finances so they can streamline their business and see where they can reduce/eliminate expenses. • Recommend Businesses Cut Unnecessary Expenses This includes any subscriptions or memberships that might be unnecessary during this period of financial uncertainty. Cancel anything nonessential the business can survive without. 0 Contacting Vendors w4. 01007 MO I /672501.1 Advise businesses to review all contracts and make sure they're in contact with their vendors and fully understand the agreements in the event they need to break a contract. • Negotiate longer terms Discuss with their vendors if they're offering any deferments or payment plan options. Try to come to an agreement that will keep them both afloat. • Contacting Service Providers c SCE 1 Utility Company a Phone a Maintenance/ Landscaping o Cell Phone provider • Contact their Landlord Landlords are working with their tenants to extend deferments or pausing rent for a period of time. Make businesses aware of Judicial Council Notice on Commercial Evictions, Recommend businesses stay in communication with their landlord and see if they'd be willing to give them some payment reprieve or deferment. • Property Insurance— Active is important! If they're temporarily closing their physical business location, make sure that their resources are protected from any economic or environmental disasters. Recommend businesses talk with their provider to review policy and be certain they'll be protected. • Have Their Employees Contact EDD and Apply for Unemployment Benefits If they do need to temporarily lay off employees, make sure they're aware of unemployment options through the EDD. CCEDA shall provide non -lending services such as the survey of businesses to eletermnirne lire demand for the United States Economic Development Administration ("EDA') funder! loam programa, and shall provide assistance to secure any EDA grants. Evaluation CCEDA will maintain the following records: 1. All businesses receiving introductory emails and calls 2. All businesses that respond to emails and calls, including business information -5- 01007.000F67?501.1 3. All business intakes and screening 4. All information requests satisfied 5. All businesses receiving consultant assistance 6. All businesses that submit applications for SBA or other loans CCEDA will provide the above information to the City with its regular billing." e. Exhibit "C," "Schedule of Compensation," of the Agreement, is hereby replaced in its entirety with Exhibit "C" of this Amendment No. 2, attached hereto and incorporated herein by this reference. f. Exhibit "D," "Schedule of Performance," of the Agreement, is hereby replaced in its entirety with Exhibit "D" of this Amendment No. 2, attached hereto and incorporated herein by this reference. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement and Amendment No. l shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2 and Amendment No. 1. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement and Amendment No. 1. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein and Amendment No. 1. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1 and this Amendment No. 2, is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. *6. OIW70001,672501 i 5, Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said parry, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 010070001.'672301 1 IIT VV -M Yl1iMWF, the pzrUz haretu have f�x � this Azad No_ 2 on the daue(s) set faah hcIow wiffi expnns m= for dus AmcndmeiA NG- 2 W be eff -e as of Poise 30.2_ CITE'- �, 1 CITE E}F AkSL}N, - - ca�Ora�r+r. 4 Robs, Mayor Date= October b . 2020 ATTE Dona �-Atm City Cterk- APPROVED AS TO FORM- ALESUIRE & WYNDER LLP Sonny K Soltani, City Attotne-, (rjl) CONST LTANT: CALIFORNIA COMMUNrIT ECONOMIC DEVELORNIEW ASSOCIATION, a California nonprofit public benefit corporation f T-rtle= By_ Maisie: -()-=AN F ID LJf�Y�-lam Title: s6cfa6 r-Ar-w Adm: Date: October , 2020 Two corporate officer signatures required when Cansaltant is a corporation, Kith one s g=ture required from tach of the following groups: I) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTAjN-T'S BUSINESS ENTITY. 0100-0001r67MIJ Y CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 0�2, 2020 before me K`'�'�'a" Pt conal r�� w►�-.,-. rsona y appeared " %,proved to the on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed tot within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNE MOHAMAAAD KISHAWI ' Notary Public - California = i Los Angeles County F Commissfon # 1331375 ' My Comm. Expires Aug 11, 2021 1 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. 01007.0001-672501.1 CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER ❑ TITLE(S) PARTNER(S) ❑ LIMITED TITLE OR TYPE OF DOCUMENT ❑ GENERAL ❑ ATTORNEY -IN -FAC[ ❑ ❑ TRUSTEE(S) GUARDIAN/CONSERVATOR NUMBER OF PAGES ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001-672501.1 EXHIBIT "C" SCHEDULE OF COMPENSATION 1. Consultant shall perform the following tasks at the following rates: II. This Contract contains a provision that the City will pay the Consultant the sum of $7,500 "upon execution" of the contract for Task 1. Such payment will be processed in the City's Tyler Munis Accounts Payable system at execution, and a check will be available at the next check run of the A/P system. Consultant shall process a minimum of 175 440 EIDL, PPP, or other government- or bank -sponsored loan applications, including the Carson Small Business Loan Program applications, within the 1,450 9N hours allotted in this Agreement. frithout limiting the generality of the foregoing, Consultant shall process a nunit n in of 50 loan applications within 500 hours over lite period commencing October 6, 2010 until ewpiration of the Agreement in consideration for payment of not to exceed $75,000. 111. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Consultant may submit invoices twice per month but the City's processing time for each invoice is 30 days. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate_ B. Line items for all other approved reimbursable expenses claimed, with supporting documentation, There is not a separate budget for reimbursable costs, except for those described in Task 1, which payment is advanced to Consultant upon Agreement execution - 0 1007DUO 1 xecution_ 01007DUO1 °672501.1 Estimated Hours of Scope of Service Steps Labor/Budget Task 1 - Mobilization and Setup. This is requested as an upfront payment. Consultant shall provide Not to exceed $7,500 receipts and invoices for all third -party costs. Any inclusive of third party costs internal staff costs shall be shown on the invoice and staff costs. If this Task is and charged against the total contract costs less than $7,500, those dollars (Contract Sum) and may not be also billed against are available for Task 2. Task 2. Remainder of Tasks - Loan Applications, $217,500 Business Assistance and Submittals to SBA, 1,450 9-58 Hours Banks, Non -Bank lenders, or the City of Carson $1 $149,599 ,450 9-5A Hours Total plus mobilization costs for total of 225,000 &14,eW II. This Contract contains a provision that the City will pay the Consultant the sum of $7,500 "upon execution" of the contract for Task 1. Such payment will be processed in the City's Tyler Munis Accounts Payable system at execution, and a check will be available at the next check run of the A/P system. Consultant shall process a minimum of 175 440 EIDL, PPP, or other government- or bank -sponsored loan applications, including the Carson Small Business Loan Program applications, within the 1,450 9N hours allotted in this Agreement. frithout limiting the generality of the foregoing, Consultant shall process a nunit n in of 50 loan applications within 500 hours over lite period commencing October 6, 2010 until ewpiration of the Agreement in consideration for payment of not to exceed $75,000. 111. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Consultant may submit invoices twice per month but the City's processing time for each invoice is 30 days. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate_ B. Line items for all other approved reimbursable expenses claimed, with supporting documentation, There is not a separate budget for reimbursable costs, except for those described in Task 1, which payment is advanced to Consultant upon Agreement execution - 0 1007DUO 1 xecution_ 01007DUO1 °672501.1 C. Line items for all approved subcontractor labor, supplies, equipment. materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $225,000 $150,000 as provided in Section 2.1 of this Agreement. The City will consider, but is not obligated to, enter into an amendment to this Contract to increase the total compensation to Consultant based on the satisfactory performance of the tasks, including but not limited to, reaching the milestones included in Exhibit "A" of the Agreement, it being understood that the milestones are merely aspirational and not obligatory. V. The Consultant's billing rates for all personnel are as follows: Consultant Staff (Name) Title Hourly Rate Roberto Barragan Principal $150 Nilima Kapoor Senior Underwriter $150 Others $150 01007.0001'672501 1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the following schedule (the City may at its sole discretion extend (though not shorten) the below timeline upon written notice to the Consultant): • (2020) April 21 -April 23 Kick-off meeting with City staff, review of existing city business license contact data, key City staff to be assigned to the application process and action items to be completed. + (2020) Apr. 23 -May 5 Begin outreach to priority businesses in Carson, then outreach to an expanded Iist of businesses. Begin business assistance activity. Develop City loan application guidelines, application forms, and background information. • (2020) May 44une 30 Continue outreach to businesses in Carson and business assistance activity. May 4 Launch City -funded Small Business Assistance Program (Loan/Grant program) • (2020) June 1 City to consider extension of Contract based on Consultant's performance including performance with respect to reaching milestone goals. • (2011) Jane 30 Continue outreach to businesses in Carson and business assistance activity, including administration of Cite funded Sntall Business Assistance Program and City's CDBG funded loan and grant Programs 0 Consultant shall complete all Services by June 30. 20214024, which is the date of expiration of the Agreement. 1I. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 010070001.-'672501 1 rap IrnM.r4 PATRArnRp ACORO- CERTIFICATE OF LIABILITY INSURANCE DATE {MM100lYYY`!) 1E(MMID NY 20 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policylies) 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 endorsements . PRODUCER POLICY EXP Bolton Ifs Companyy 3475 E. Foothill BIVd., Suite 100 Pasadena, CA 91107 PHONE FAx ac, No. Ext : 626 799-7000 A/C, No :(626) 441 X233 RM511. propcasualty@boltonco.com INSURERS AFFORDING COVERAGE MAIC 9 X INSURER A:Philadelphia Indemnity Insurance Co. 18058 11/3012020 INSURED INSURER 0: State Com pensation Ins. Fund 35076 INSURER C : American Contractors Indemnity Co. California Community Economic Development Association INSURER 0: 244 S. San Pedro St. Los Angeles, CA 90012 INSURER E: INSURER F : rnVFRAr3FS rFRTIFIrATF NIIMRFR! RFVIRlnN NI IMRFR• 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. INSR TYPE OF INSURANCE ADOL AM SUBR wV0 POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X X PHPK2192125 11/3012020 11130/2021 EACH OCCURRENCE S 1,000,000 DAMAGE TO RENTED S 100,000 MED EXP one non S S,OOQ _ PERSONAL d ADV INJURY $ 1,000,000 GENt AGGREGATE LIMIT APPLIES PER. 2 V1 POLICY 1:1jnT FILDC 1-1 GENERAL AGGREGATE $ 2,000,000 PRODUCTS • COMPIOP AGG S 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY Per QersonS ANY AUTO X X PHPK2192125 1113012020 11/3012021 BODILY BODILY INJURY Per accident S OWNED SCHEDULED AURT�O�S ONLY AUTOS X Ep AUTOS ONLY X AUTOS ONLY P ieOA EcR on DAMAGE S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE S EXCESS LIAR CLAIMS -MADE OED I I RETENTIONS S B WORKERS COMPENSATION X PER OTH- ER AND EMPLOYERS' LIABILITYSTATUTE ANY PROPRIETORIPARTNERIEXECUTNE Y 1 N OFFICERIMEM R EXCLUDED? (Mandatory In I1,000,000 If yes. deschbe under DESCRIPTION OF OPERATIONS below NIA X 9044442-20 2/112020 2/1/2021 — E.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE • EA EMPLOYE S E.L. DISEASE - POLICY LIMIT S 1,000,000 C FidelitylERISA Bond 100112855 212/2019 212!2022 CCEDA 401(K) PLAN 40,000 A Professional Liabili PHPK2192125 11130/2020 11/3012021 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached N more space Is required) City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds per the attached form PI-GLO-HS(1Oil 1). Waiver of Subrogation is included to the extent permitted by law on the General Liability and Auto. All policies are primary and, with the exception of Medical Malpractice Liability, non-contributory with any and all applicable coverage, contain cross -liability coverage, and severability of interests language. Waiver of Subrogation on the Work Comp attached. �1 l SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of Carson rr THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ACCORDANCE WITH THE POLICY PROVISIONS. 701 E. Carson Street Carson, CA 90745 AUTHORED REPRESENTATIVE 11/16/2020 19 , 'f /-2/1 "IA ACORD 25 (2016!03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits, Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 ©Insurance Services Office, Inc., 2012 CG 00 01 0413 PI-GLO-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 Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments -- Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment — Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement — Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured — Vendor Included a Additional Insured — Franchisor Included 9 Additional Insured —When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI -GL D -HS (110/ 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, Discrimination Included 11 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. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) 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 III — LIMITS OF INSURANCE. b. SECTION III — 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. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) 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 H I PAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) 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 III - 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 1— 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 I—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 I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are 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. i.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. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) K. Key and Lock Replacement —Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is 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. 4 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) 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 Insured'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. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) 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. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) (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. 0 2011 Philadelphia Indemnity Insurance Company Pi-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 1V — 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, S. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-MS (10111) 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. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) 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. O 2011 Philadelphia Indemnity Insurance Company ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION 9044442-20 RENEWAL SC 3-64-69-93 PAGE 1 HOME OFFICE SAN FRANCISCO EFFECTIVE MAY 6, 2020 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING FEBRUARY 1, 2021 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME CALIFORNIA COMMUNITY ECONOMIC DE 244 S SAN PEDRO ST STE 412 LOS ANGELES, CA 90012 ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT THE STATE COMPENSATION INSURANCE FUND WAIVES ANY RIGHT OF SUBROGATION AGAINST, CITY OF CARSON WHICH MIGHT ARISE BY REASON OF ANY PAYMENT UNDER THIS POLICY IN CONNECTION WITH WORK PERFORMED BY, CALIFORNIA C01d1UNITY ECONOMIC DE IT IS FURTHER AGREED THAT THE INSURED SHALL MAINTAIN PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE EMPLOYER. IT IS FURTHER AGREED THAT PREMIUM ON THE EARNINGS OF SUCH EMPLOYEES SHALL BE INCREASED BY 03%. NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: MAY 8, 2020 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 IREV.4-20181 2570 OLD DP 217