Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Interval House - 2014-02-12
CONTRACTS SUBW!hT4TAkqTQll: 22 CITY CLERK'S OFFICE,;-, To: JOAN FLYNN, City Clerk Name of Contractor: Victim Assistance Services 111V7-&--' �Vllz- Purpose of Contract: Professional Legal Services Amount of Contract: $30,979 Copy of contract distributed to: The original insurance certificate/waiver distributed Initiating Dept. to Risk Management F;l Finance Dept. ORIGINAL bonds sent to Treasurer F-1 Sandie Frakes, ext 5249 Date: March 19, 2014 Name/Extension City Attorney's Office A- G:AttyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND INTERVAL HOUSE FOR VICTIM ASSISTANCE SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and INTERVAL HOUSE, a non-profit organization hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide assistance to victims of domestic violence and their children in coordination with Huntington Beach Police Department; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfnet/professional svcs to $49 10/12 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on ��ie . /� , 20,(�Z (the "Commencement Date"). This Agreement shall automatically terminate on December 31, 2014, unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than December 31, 2014. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed thirty thousand nine hundred seventy nine Dollars ($30,979). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. agree/surfnet/professional svcs to $49 10/12 2 of 11 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. agree/surfnet/professional svcs to $49 10/12 3 of 11 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT agree/surfnet/professional svcs to $49 10/12 4 of 11 waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all agree/surfnet/professionalsvcs to $49 10/12 5 of 11 payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/surfnet/professional Svcs to $49 10/12 6 of 11 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Mindy James 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Interval House Attn: Carol Williams 6615 East Pacific Coast Highway Suite 170 Long Beach, CA 90803 When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. agree/surfnet/professionalsvcs to $49 10/12 7 of 11 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the agree/surfnet/professional svcs to $49 10/12 8 of 11 provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. agree/surfnet/professional svcs to $49 10/12 9 of 11 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. agree/surfnet/professional svcs to $49 10/12 10 of 11 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, Interval House COMPANY NAME By: udh� 130MV -0(. R-alS print name ITS: (circle one) Chairm . residentNice President AND CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California )�rPwaV Directork (Pursuant To HMIC §3.03.100) APVROVED AS TO FORM: City Atty 0�Z ZA (�1 Do nytcL Rtj vcl q Date t.na'm e ITS: (circle one) ecretar ,/Chief Financial Officer/Asst. Secretary — Treasurer agree/surfnet/professional svcs to $49 10/12 11 of 11 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Interval House is contracted as the local Cal EMA-funded Domestic Violence Assistance Program for one full-time equivalent domestic violence advocate position. Each organization agrees to participate in the LE program by coordinating and providing victim advocacy, investigation and coordination, and training. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Each organization agrees to participate in the LE program by coordinating and providing the following: Victim Advocacy Interval House is contracted as the local Cal EMA-funded Domestic Violence Assistance Program for one full-time equivalent domestic violence advocate position. Interval House Victim Advocates will: • Provide immediate in -person response to requests for advocacy by the Huntington Beach Police Department on a 24-hour basis; • Provide consultation, resource materials and outreach materials to the Huntington Beach Police' Department for the purpose of assisting officers and other relevant law enforcement employees; Assist with the development and/or revision of officer and advocate protocols for responding to victims of domestic violence; • Assist with the training of officers on responding to victims of domestic violence; EXHIBIT A • Serve as a point of contact with the Huntington Beach Police Department for developing and initiating mechanisms of interagency accountability; and Meet the requirements of a "domestic violence counselor" pursuant to Evidence Code §1037.1 (a)(1 ). • Offer priority shelter for domestic violence victims and their children from Huntington Beach on a 24-hour basis including but not limited to a hotel (as funding permits) when the shelters are full. Investigation and Coordination Huntington Beach Police Department will commit at least one full-time experienced investigator to: • Review arrest and preliminary investigation reports to evaluate cases and provide supplemental reports for issues requiring further investigation within 48 hours of the arrest; • Gather and document evidence including witness statements, the identities of all children in the home, previous incidents of domestic violence and violent crimes, as well as civil restraining order information from the California Law Enforcement Telecommunication System (CLETS) system; • Assist with the development of protocols for ensuring consistent and appropriate response by officers to violations of protective orders in order to ensure victim safety; • Oversee the completion of domestic violence case follow-up requests or evidence requests from the District Attorney's Office; • Provide consultation and resources for officers, and other relevant personnel employed by the Applicant, on effective domestic violence intervention and response techniques; EXHIBIT A • Serve as a point of contact with the domestic violence service provider and the victim advocate for developing and initiating mechanisms of interagency accountability; and • Work in close cooperation with victim advocacy personnel. Training Huntington Beach Police Department and Interval House will collaborate together to provide training to law enforcement officers and other relevant department personnel on: Effective domestic violence intervention and response techniques; including officer training on responding to domestic violence calls with practical references and resources that can be used to assist victims. The dynamics of power and control in violence against victims of domestic violence; o Understanding the concept. of the dominant aggressor;, and • Crime scene investigation Protocols for Sustainable Response The Huntington Beach Police Department will contact Interval House with each domestic violence call. • Interval House Victim Advocate/swill provide immediate response to crime victims of domestic violence referred by the Huntington Beach Police Department on -scene, in person, or via phone 24 hours a day, as determined appropriate by law enforcement. • Interval House Victim Advocate/swill provide: emotional support and crisis counseling, legal advocacy, social services assistance, and other support, as needed. EXHIBIT A o Interval House and the Huntington Beach Police Department will work together to strengthen interagency accountability, protocols, resources, and cross -training to address the specialized needs of domestic violence victims. Interval House and the Huntington Beach Police Department will work together to develop a long-term plan for sustaining effective domestic violence response. Co -Location a The Huntington Beach Police Department will work cooperatively with Interval House, including comparing statistical information to ensure victims are being contacted as appropriate. • Representatives from Interval House and the Huntington Beach Police Department will meet through phone and scheduled face-to-face meetings. • The frequency and duration of such meetings will be scheduled quarterly or more frequently as needed to discuss strategies and implementation of services. C. CITY'S_DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly ate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Invoicing and Payment Huntington Beach Police Department will subcontract to Interval House the amount of $30,979 for the 2014 calendar year. Reimbursement of actual expenses will be paid upon receipt of financial reports from Interval House. Interval House shall use funds to go towards the salary of one full-time equivalent domestic violence advocate position. Interval House will submit to Huntington Beach Police Department an invoice and functional time sheet with all backup documentation for expenses incurred. The financial reports shall be submitted by the 15th of every month for the previous month. Both agencies agree to work cooperatively to provide these services and to inform each other of available space, share resources, program problems, and developments. Both agencies agree to meet regularly to review strategies, provide updates on program development, and share information in the field of domestic violence. B. Travel Charges for time during travel are not reimbursable. C. Billing All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; 1 Exhibit B D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND INTERVAL HOUSE FOR VICTIM ASSISTANCE SERVICES Table of Contents Scopeof Services.....................................................................................................1 CityStaff Assistance................................................................................................2 Term; Time of Performance.....................................................................................2 Compensation..........................................................................................................2 ExtraWork...............................................................................................................2 Methodof Payment..................................................................................................3 Disposition of Plans, Estimates and Other Documents...........................................3 HoldHarmless ............................................... ................................. :...... .................. 3 Professional Liability Insurance.............................................................................4 Certificate of Insurance............................................................................................5 IndependentContractor............................................................................................6 Terminationof Agreement.......................................................................................6 Assignment and Delegation ...........o.......:..................................................................6 Copyrights/Patents...................................................................................................7 City Employees and Officials..................................................................................7 Notices.........................................................................................7 Consent....................................................................................................................8 Modification.............................................................................................................8 SectionHeadings.....................................................................................................8 Interpretation of this Agreement..............................................................................8 DuplicateOriginal....................................................................................................9 Immigration...............................................................................................................9 Legal Services Subcontracting Prohibited................................................................9 Attorney's Fees..........................................................................................................10 Survival.....................................................................................................................10 GoverningLaw.........................................................................................................10 Signatories.................................................................................................................10 Entirety......................................................................................................................10 EffectiveDate................................................................................. I I INTEHOU-03 VAXPATNAK CERTIFICATE OF LIABILITY INSURANCE DATE2/18/'YYYl� 81202014 � THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher 8r Co. Insurance Brokers of CA., Inc. 505 N Brand Blvd, Suite 600(Alc Glendale, CA 91203 CONTACT NAME: PHONE (818) 539-2300 aC No): (818) 539-2301 N° Ext ADDRIESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:Riverport Insurance Company 36684 INSURED Interval House P.O. BOX 3356 Seal Beach, CA 90740 INSURER B : New York Marine And General Insurance CO 16608 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 LTR TYPE OF INSURANCEADDLSUBR INSR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000' A X COMMERCIAL GENERAL LIABILITY X RIC0013255 10/1/2013 10/1/2014 DAMAGE TO RENT - PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 5,000 CLAIMS -MADE a OCCUR PERSONAL &ADV INJURY $ 1,000,000 X Professional Liab. X Sexual Abuse GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 3,000,000 $ POLICY 7 PE OT LOC AUTOMOBILE LIABILITY A ( AS 1 COMBINED SINGLE LIMIT Ea accident $ ANYAUTO GU BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ OWNED SCHEDULED AALL UTOS AUTOS NON -OWNED PROPERTY DAMAGE PERACCIDEN $ HIRED AUTOS AUTOS $ UMBRELLA LIAB IX OCCUR EACH OCCURRENCE $ 2,000,000 X AGGREGATE $ A EXCESS Llae CLAIMS -MADE REL0013256 10/1/2013 10/1/2014 I I Aggregate $ 2,000,000 DED X RETENTION$ WORKERS COMPENSATION WC STATU- OTH- TOY IMITS ER B AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNBVEXECUTIVE Y / N C201400000946 2/1/2014 2/1/2015 E.L. EACH ACCIDENT $ 1,000, 000 EL DISEASE- EA EMPLOYE $ 1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE- POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below A Employee Dishonesty RIC0013255 10/1/2013 10/1/2014 Deductible $1,000 300,000 A Forgery 8r Alteration PJC0013255 10/1/2013 10/1/2014 Deductible $1,000 200,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are named additional insureds with respect to the operations of the named insured Worker's Compensation excluded, evidence only. CERTIFICATE HOLDER GANI.CLLfiI IUIY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y 9 ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Mindy James 2000 Main St. Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25 (2010105) © 1988-2U1U ACUKD CUKVUKAI IUPI. An ngnts reservea.. The ACORD name and logo are registered marks of ACORD 000029 POLICY NUMBER: RIC0012481 RIVERPORT INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Throughout this endorsement, the words `you" and "your" refer to the Named Insured shown in the Declarations. The word "we," "us," and "our" refer to the company providing this insurance. The following is only a summary of the additional coverages provided by this endorsement and is provided only for your reference and convenience. For the Limits of Insurance and the additional coverages provided by this endorsement, read the provisions on the following pages and the Coverage Form, which this endorsement modifies. SUBJECTS OF INSURANCE Broadened Bodily Injury Broadened Personal and Advertising Injury Broadened Property Damage Broadened Fire, Lightning, Explosion, and Sprinkler Leakage - $500,000 Broadened Medical Payments - $10,000 Broadened Supplementary Benefits a. Bail Bonds - $1,000 b. Expenses Incurred to Assist in Defense - $500 per Day Broadened Newly Acquired or Formed Organization Broadened Non -Owned or Chartered Watercraft or Aircraft Broadened Commercial General Liability Conditions a. Duties in the Event of Occurrence, Offense, Claim, or Suit b. Liberalization — Automatic Coverage If We Adopt Broader Coverages c. Notice to Company Automatic Coverage for "Special Events" Automatic Additional Insureds a. Athletic Activity Participants b. Contractual Obligations c. Funding Sources d. Manager or Lessor of Premises e. Owner, Manager, Operator, or Lessor of "Special Event" Premises f. Supervisors or Higher in Rank — Co -Employee Exclusion Removed g. Limitations Blanket Waiver of Subrogation Priority of Application for Multiple Insureds The coverages listed in this endorsement are provided as extensions or additions to your insurance program. RPCG 7412 08 05 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 000029 POLICY NUMBER: RIC0012481 1. BROADENED BODILY INJURY SECTION V - DEFINITIONS Item 3. is replaced with: 3. "Bodily injury" means physical injury, sickness, or ----- disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person.. 2. BROADENED PERSONAL AND ADVERTISING INJURY SECTION V - DEFINITIONS Item 14. is replaced with: 14. "Personal and Advertising Injury" means injury, including consequential "bodily injury' arising out of one or more of the following offenses during the policy period. a. False arrest, detention, or imprisonment,; b. Malicious prosecution or abuse of process; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies by or on behalf of its owner, landlord, or lessor; d. Oral, written, televised, videotaped, or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products, or services; e. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; or f. Misappropriation of advertising ideas or style of doing business; or g. Infringement of copyright, title, or slogan. h. Mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.g. above. SECTION I - COVERAGES COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 2. Exclusions, Paragraphs b. and c. are replaced with: (b) Material Published with Knowledge of Falsity `Personal and advertising injury" arising out of oral, written, televised, videotaped, or electronic publication of material, 9 done by or at the direction of the insured with knowledge of its falsity; (c) Material Published Priorto Policy Period "Personal and advertising injury" arising out of oral, written, televised, videotaped, or electronic publication of material whose first publication took place before the beginning of the policy period; 3. BROADENED PROPERTY DAMAGE SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions, Paragraph a. is replaced with: 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. 4. BROADENED FIRE, LIGHTNING, EXPLOSION AND SPRINKLER LEAKAGE A. SECTION III - LIMITS OF INSURANCE Paragraph 6. is replaced with: 6. Subject to 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: a. Any one premises while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner, and b. Personal property of others in your care, custody, or control, while at premises rented to you or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner, arising out of any one fire, lightning, explosion or sprinkler leakage occurrence. The Damage to Premises Rented to You Limit is the greater of. c. $500,000; or d. The amount shown in the Declarations for Damage to Premises Rented to You Limit B. SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions, Paragraphs c. through n., do not apply to damage by fire, lightning, explosion, or sprinkler leakage 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 LIMITS OF INSURANCE (SECTION III). C. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 4. Other Insurance, Item b. (1) (b) is replaced with: (b) That is Fire, Lightning, Explosion, or Sprinkler Leakage insurance for premises RPCG 7412 08 05 Includes copyrighted material of insurance Services Office, Inc., with its permission. Page 2 of 7 000029 POLICY NUMBER: RIC0012481 RIVERP®RT INSURANCE COMPANY rented to you or temporarily occupied by you with permission of the owner, or D. SECTION V — DEFINITIONS Item 9.a. is replaced with: a. 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 or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; E. This Broadened Coverage is subject to all the terms of SECTION III — LIMITS OF INSURANCE. F. This Broadened Coverage does not apply if Fire Damage Liability of COVERAGE A (SECTION 1) is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part S. BROADENED MEDICAL PAYMENTS A. SECTION III - LIMITS OF INSURANCE The following provision is added to Paragraph T The Medical Expense Limit shall be the greater of. a. $10,000; or b. The amount shown in the Declarations for Medical Expense Limit B. This Medical Expense Limit is subject to all the terms of SECTION III - LIMITS OF INSURANCE. C. This above Medical Expense Limit does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part 6. BROADENED SUPPLEMENTARY PAYMENTS SECTION i - COVERAGES SUPPLEMENTARY PAYMENTS - COVERAGES A AND B Paragraphs 1.b. and 1.d. are replaced with: b. Up to $1,000 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 fumish these bonds. 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 $500 a day because of time off from work. 7. BROADENED NEWLY ACQUIRED OR FORMED ORGANIZATION SECTION II - WHO IS AN INSURED Item 3.a is replaced by the following: 3. a. Coverage under this provision is afforded only until the 120"' day after you acquire or form the organization or the end of the policy period, whichever is earlier. RPCG 7412 08 05 8. BROADENED NON -OWNED OR CHARTERED WATERCRAFT OR AIRCRAFT SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY Paragraph 2.g. is replaced by the following: 2. g. "Bodily injury" or `property damage" arising out of the ownership, maintenance, use, or entrustment to others of any aircraft,' auto," or watercraft owned by or operated by, or rented or loaned to, any insured. Use includes operation and "loading or unloading," This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry.persons or property for a charge; (3) Parking an 'auto" on, or on the ways next to premises you own or rent, provided the .auto' is not owned by or rented, or loaned to you or the insured; (4) Liability assumed under any `insured contract" for the ownership, maintenance, or use of aircraft, watercraft, or 'autos'; or (5) `Bodily injury" or'property damage" arising out of the operation of any of the equipment listed in Paragraph f. (2) or f. (3) of SECTION V — DEFINITIONS, Paragraph 12., `Mobile Equipment"; or (6) An aircraft you do not own that is: (a) Hired, chartered, or loaned with a crew; and (b) Not owned in whole or in part by any insured. (7) This insurance does not apply, under Paragraph g.(1) and g.(2) above, if the insured has any other insurance for "bodily injury" or "property damage" which would also apply to loss covered under this provision, whether the other insurance is primary, excess, contingent, or on any other basis. (8) This insurance is excess, under Paragraph g. (6) above, over any other insurance, whether the other insurance is primary, excess, contingent or on any other basis. 9. BROADENED COMMERCIAL GENERAL LIABILITY CONDITIONS A. SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS Paragraph 2. Duties in The Event Of Occurrence, Offense, Page 3of7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 000029 POLICY NUMBER: RIC0012481 Claims Or Suit is amended to add the following The following provisions are added: provision: 5. Automatic Additional Insured(s) e. Your obligation to notify us as soon as a. Additional Insureds — Athletic Activity practicable of an "occurrence," or offense Participants under Paragraph 2.a. above, or a claim or (1) This policy is amended to include as an .suit' or offense under Paragraphs 2.a., 2.b., insured any person(s) [hereinafter called and 2.c above, is satisfied if you send us Additional Insured(s)) representing you written notice as soon as practicable after any while participating in amateur athletic of your `executive officers," directors, partners, activities that you sponsor. However, no insurance managers, or legal representatives such person is an insured for: becomes aware of, or should have become (a) "Medical expenses" under aware of, such 'occurrence," offense, claim or COVERAGE C. MEDICAL "suit" PAYMENTS. B. SECTION IV — COMMERCIAL GENERAL (b) 'Bodily Injury' to: LIABILITY CONDITIONS The following provisions are added: (i) A co -participant, your volunteer worker or your'employee" while 10. Liberalization participating in amateur athletic If we adopt any revision that would broaden the activities that you sponsor, or coverage under this coverage part without (ii) You, or any partner or member, additional premium within 30 days prior to or (if you are a partnership or joint during the policy period, the broadened venture), or any member (if you coverage will immediately apply to this coverage are a limited liability company); or part (c) "Property damage" to property owned 11. Notice To Company P y by, occupied or used by, rented to , in If you report an `occurrence" or offense to your the care, custody, or control of, or Workers' Compensation insurer which later over which physical control is being becomes a claim under this Coverage Part, exercised for any purpose by. failure to report such 'occurrence" or offense to (i) A co -participant, your volunteer us at the time of the "occurrence" or offense will worker, or your "employee"; or not be considered a violation of the Duties In ii You, or any partner or member, (. ) The Event Of Occurrence, Offense, (if you are a partnership or joint Claim Or Suit Condition, if you notify us as venture), any member you soon as practicable when you become aware P a a are a limited Lability company). that the `occurrence" or offense has become a b. Additional Insured — Contractual liability claim. Obligations 10. AUTOMATIC COVERAGE FOR "SPECIAL (1) This policy is amended to include as an EVENTS" insured any person or organization A. You are automaticallycovered for all "special events" Pe (hereinafter called Additional Insured) that which you organize, promote, administer, sponsor, you are required by a written "insured or conduct during the term of this policy. contract'; to include as an insured, subject B. SECTION V — DEFINITIONS to all of the following provisions: . This Section is amended to add the following (a) Coverage is limited to liability paragraph: arising out of: 23. "Special Event" means any event (i) Your ongoing operations a. The purpose of which is to raise funds for performed for such Additional you; or Insured; or b. To recognize the accomplishments of your (ii) Such Additional Insured's organization, your "employees," or your financial control of you; or volunteer workers; or (iii) The maintenance, operation or c. Which you, or an individual or organization use by you of equipment leased with whom you have entered into a to you by such Additional contract or agreement, organize, promote, Insured; or administer, sponsor, or conduct for the (iv) A permit issued to you by a state purposes described in Paragraphs a. or b. or political subdivision. above; and (b) Coverage does not apply to any d. Which takes place on premises owned by °occurrence' or offense: you, or on premises while. rented or leased (i) Which took place before the to you or to that organization described in execution of, or subsequent to Paragraph c. above. the completion or expiration of, 11. SECTION II — WHO IS AN INSURED the written `insured contract"; or RPCG 7412 08 05 Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 000029 POLICY NUMBER: RIC0012481 RIVERPORT INSURANCE COMPANY (ii) Which takes place after you c In no event shall the coverages or () Limits of Insurance in this Coverage cease to be a tenant in that Form be increased by such contract premises. (c) With respect to architects, engineers, (d) Coverage provided herein shall be considered excess over any other or surveyors, coverage does not apply to "Bodily Injury,' "Property Damage,' valid and collectible insurance available to the Additional Insured "Personal Injury,' or "Advertising Injun/ arising out of the rendering or whether that other insurance is primary, excess, contingent, or on any the failure to render any professional services by or for you including: other basis unless a written contractual arrangement specifically (i) the preparing, approving, or requires this insurance to be primary. failing to approve or prepare d. Additional Insured — Manager or Lessor maps, drawings, opinions, reports, surveys, change orders, of Premises designs or specifications; and (1) This policy is amended to include as an (ii) supervisory, inspection, or insured any person or organization (hereinafter called Additional Insured) from engineering services. whom you lease or rent your premises and (d) Coverage provided herein shall be which requires you to add such person or considered excess over any other organization as an Additional Insured in valid and collectible insurance available to the Additional Insured this policy under whether that other insurance is (a) A written contract; or primary, excess, contingent, or on any (b) An oral agreement or contract where other basis unless a written a Certificate of Insurance has been contractual arrangement specifically issued showing that person or requires this insurance to be primary. organization as an Additional Insured; (e) In the event that you are engaged in but only if the written or oral agreement is the manufacture or assembly of any an "insured contract,' goods or products for the benefit or at (i) currently in effect or to become the direction of another party, effective during the term of this pursuant to a contract or agreement policy; and with that party, this Paragraph (d). (ii) executed prior to the "bodily does not extend coverage to that party injury," 'property damage," as an Additional Insured. Coverage for such a party will be extended only personal injury", or "advertising by a specific endorsement issued by us and naming such party. injury." (2) With respect to the insurance afforded the c. Additional Insured — Funding Sources Additional Insured identified in Paragraph d. (1) immediately above, the following (1) This policy is amended to include as an additional provisions apply: insured any Funding Source (hereinafter a This insurance applies only to liability () called Additional Insured) which requires you in a written contract to name such arising out of the ownership, maintenance, or use of that portion of Additional Insured but only with respect to liability arising out of your premises or `your the premises leased to you; work" for such Additional Insured, and only (b) The Limits of Insurance applicable to the Additional Insured are the lesser of to the extent set forth as follows: (a) The Limits of Insurance applicable to those specified in the written contract the Additional Insured are the lesser of or agreement or in the Declarations for this policy and subject to all this those specified in the written contract or agreement or in the Declarations policy's terms, for this policy and subject to all the terms, conditions and exclusions for conditions, and exclusions. The Limits of Insurance applicable to the this policy. The Limits of Insurance Additional Insured are inclusive of, not applicable to the Additional Insured in addition to, the Limits of Insurance are inclusive of, and not in addition to, shown in the Declarations. the Limits of Insurance shown in the (c) In no event shall the coverages or Declarations. Limits of Insurance in this Coverage (b) The coverage provided to the Part be increased by such contract or Additional Insured is not greater than agreement that customarily provided by the policy (d) Coverage provided herein shall be forms specified in and required by the considered excess over any other contract valid and collectible insurance available to the Additional Insured RPCG 7412 08 05 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 000029 POLICY NUMBER: RIC0012481 i.Iq 111 . whether that other insurance is primary, excess, contingent, or on any other basis unless a written. contractual arrangement specifically requires this insurance to be primary. (3) This insurance does not apply to: (a) Any'occurrence" or offense which takes place after you cease to be a tenant in the premises covered by this endorsement; or (b) Structural alterations, new construction, or demolition operations performed by or on behalf of the Additional Insured. e. Additional Insured — Owner, Manager, Operator or Lessor of "Special Events" Premises (1) This policy is amended to include as an insured any person or organization ;.(hereinafter called Additional Insured) from whom you lease, rent or occupy the premises upon which a'special event' is held, sponsored or conducted by you, or on your behalf, under: (a) Awritten contract; or (b) An oral agreement or contract where a Certificate of Insurance has been issued showing that person or organization as an Additional Insured; but only if the written or oral agreement is an 'insured contract,' (i) currently in effect or to become effective during the term of this policy; and (ii) executed prior to the "bodily injury,"property damage,' 'personal injury,' or'advertising injury.' (2) With respect to the insurance afforded the Additional Insured identified in Paragraph e. (1) of this endorsement, the following additional provisions apply. (a) This insurance applies only to liability arising out of the use of that portion of the premises while leased or rented to you for the specific "special event; (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the contract or agreement pertaining to the use of the premises or in the Declarations for this policy and subject to all of this policy's terms, conditions, and exclusions. The Limits of Insurance applicable to the Additional Insured are inclusive of, not in addition to, the Limits of Insurance shown in the Declarations. (c) In no event shall the coverage or Limits of insurance in this Coverage Form be increased by such contract or agreement RPCG 7412 08 05 (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (3) This insurance does not apply to: (a) Any'occurrence' or offense which takes place after you cease to be a tenant, licensee or occupant in the premises covered by this endorsement; or (b) Any acts or 'occurrences' caused by or attributable to the owner, manager, operator, or lessor of the premises upon which the 'special event is held. f. Additional Insured — Supervisors or Higher in Rank (1) This policy is amended to include as insured any'employees' (hereinafter called Additional Insured), designated as supervisor or higher in rank, who are authorized by you to exercise direct or indirect supervision and control over 'employees' and the manner in which work is performed, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these 'employees' designated as supervisor or higher in rank, is an insured for. (a) 'Bodily injury' or'personal injury": (i) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (ii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph (a)(i) above; or (iii) Arising out of his or her providing or failing to provide professional health care services. (b) 'Personal Injury': (i) to a co -'employee while in the course of his or her employment, or (ii) to the spouse, child, parent, brother or sister of that co - .employee" as a consequence of Paragraph (b)(i) above; (iii) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury Page 6 of 7 Includes copyrighted material of insurance Services Office, Inc., with its permission. 000029 POLICY NUMBER: RIC0012481 described in Paragraph (b) (i) or (b) (ii) above. (c) "Property damage" to property. (i) owned, occupied or used by, or (ii) rented to, in the care, custody, or control of, or over Which physical control is being exercised for any purpose by: you, any of your "employees," any partner, or member (if you are a .partnership or joint venture), or any member (if you are a limited liability company). g. Additional Insured — LIMITATIONS (1) The persons, entities, or organizations to which coverage is extended under Paragraphs a. (Athletic Activity Participants), b. (Contractual Obligations), c. (Funding Sources), d. (Managers or Lessors of Premises), and e. (Owner, Manager, Operator, or Lessor of "Special Events" Premises) are Additional Insureds, but only: (a) With respect to each Additional Insured's vicarious liability for `actual damages" solely caused by you or by .your work" that is ongoing for such Additional Insured's supervision of .your work"; and (b) If the Additional Insured did not cause or contribute to the `occurrence" or act resulting in liability. (2) If an endorsement is attached to this policy and specifically names a person or organization as an Additional Insured, then the coverage extended under this paragraph 4. AUTOMATIC ADDITIONAL INSURED(S) does not apply to that person, entity, or organization. (3) SECTION V — DEFINITIONS, This section is amended to add the following Item 24: 24. "Actual Damages" is to have its usual and customary legal meaning and. excludes without limitation, punitive damages, restitution, penalties, and formula damages added to "actual damages' and any other enhanced damages. (4) All other terms and conditions of this Coverage Part which are not inconsistent with this Paragraph h. apply to coverage extended to the above referenced Additional Insureds REGARDLESS OF WHETHER OR NOT A COPY OF THIS COVERAGE PART AND/OR ITS ENDORSEMENTS ARE DELIVERED TO AN ADDITIONAL INSURED. 12. BLANKET WAIVER OF SUBROGRATION RPCG 7412 08 05 SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS Item 8. is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us And Blanket Waiver Of Subrogation a. If an 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. b. If required by written `insured contract," we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "products - completed operations hazard." 13. PRIORITY OF APPLICATION FOR MULTIPLE INSUREDS SECTION III — LIMITS OF INSURANCE This Section is amended to add the following paragraph: 8. In the event a claim or "suit" is brought against more than one insured, due to "bodily injury" or "property damage" from the same "occurrence," or "personal injury," or "advertising injury," from the same offense, we will apply the Limits of Insurance in the following order. a. You; b. Your "executive officers," directors, "employees," and c. Any other insureds in any order that we choose. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Page 7 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 000029 Chapman A Division of Arthur J. Galiagher & Co. Insurance Brokers of Califomia, Inc. PO Box 5455 Pasadena, CA 91117-0455 City Of Huntington Beach o Attn: Mindy James 0 2000 Main St rV Huntington Beach CA 92W-2702 Esparza, Patty From: Cottriel, John Sent: Thursday, March 20, 2014 10:13 AM To: Esparza, Patty Cc: James, Mindy Subject: Interval House Contract Patty, During the contract and RCA process for the 2014 Cal OES Domestic Violence Grant, we explored the need to go out to bid for the Interval House contract. The 2014 grant is the last year in a three-year agreement with the State, who funds everything. My understanding is three years ago when we were awarded the Cal OES domestic violence grant, it was on the condition we partner with a DV group that maintains a shelter facility. I'm told there are only 3 such groups in OC and Interval House is the only group that covers the HB area. The latest award is the final year in the three year agreement. Interval House has been involved each previous year. It appears everything with Interval House was previously handled with an "Operational Agreement" (this is the first year we have used a contract). Interval House originally received about $26K, last year it went up to about $40K, and this year the grant amount was reduced to $30,979. Based on this, we did not go out to bid. Finance was in the loop on this decision. Please let me know if you need any additional information. Thanks, John Lt. John Cottriel Investigation Division Huntington Beach Police Department (714) 536-5918