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HomeMy WebLinkAboutWaymakers (formerly Community Service Programs - CSP) - 2018-04-16Dept. ID ED 18-07 Page 1 of 2 Meeting Date: 4/16/2018 �l�V C / i CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 4/16/2018 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kellee Fritzal, Deputy Director, Office of Business Development SUBJECT: Approve and authorize execution of a 10-year Lease and Management Agreement between the City of Huntington Beach and Waymakers for the operation of the Huntington Beach Youth Shelter located at 7291 Talbert Avenue Statement of Issue: The City Council is asked to consider an Agreement between the City of Huntington Beach and Waymakers (formerly Community Service Programs, CSP) for the operation of the Huntington Beach Youth Shelter located at 7291 Talbert Avenue, adjacent to the Central Library. The Agreement will be for a ten (10) year term. Financial Impact: There is no fiscal impact. Recommended Action: Approve and authorize the Mayor and City Manager to execute the "Lease and Management Agreement Between The City of Huntington Beach and Waymakers for the Operation of the Huntington Youth Shelter Located at 7291 Talbert Avenue." Alternative Action(s): Do not approve the agreement and direct staff accordingly. Analysis: In 1988, a group youth was established in Central Park at the then -vacant Brooks House. The Huntington Beach Youth Shelter Inc. Foundation was formed to establish, maintain, and supervise the facility for minors. The Foundation provided for the renovation and expansion of the original Brooks House and entered into a 20-year lease with the City. In 1996, at the Foundation's request, the City approved the transfer of the lease to Volunteers of America. In 2005, Volunteers of America ceased operating the shelter due to loss of funding. Following the closure, the City issued a Request for Proposal (RFP) for the operation of the Youth Shelter and awarded a ten (10) year lease to Community Service Programs (CSP). CSP currently operates the 12-bed facility and in 2018 changed its name to Waymakers. Since assuming responsibility for the shelter, Waymakers has helped over 1,200 children from Huntington Beach and the surrounding communities. HB -)I - Item 3. - I Dept. ID ED 18-07 Page 2 of 2 Meeting Date: 4/16/2018 At the August 3, 2015, City Council Study Session, Council recommended an eighteen (18) month extension to the agreement that kept it active through June of 2017. City staff has been working with Waymakers through the lease renewal and name change process. The proposed agreement contains several insurance requirement changes to bring the agreement up to date with proper standards, Entering into a new ten-year agreement will ensure that the partnership between the City and Waymakers continues to provide a safe option to at -risk and homeless youth in the City. Waymakers has been a valuable partner with the City on multiple fronts including working directly with the Police Department and the Homeless Task Force. In 2017, Waymakers served 168 unduplicated and 184 duplicated youth ages 11 to 17. Of these clients, forty (40) were Huntington Beach residents and twenty (20) were direct referrals from the Huntington Beach Police Department. Over ninety percent (90%) of these clients were successfully reunited with their families. Environmental Status: Not Applicable Strategic Plan Goal: Improve quality of life Attachment(s): 1. "Lease and Management Agreement Between the City of Huntington Beach and Waymakers for the Operation of the Huntington Youth Shelter Located at 7291 Talbert Avenue." Item 3. - 2 HB -322- LEASE AND MANAGEMENT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND WAYMAKERS FOR THE OPERATION OF THE HUNTINGTON YOUTH SHELTER LOCATED AT 7291 TALBERT AVENUE This Lease and Management 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 WAYMAKERS, a California non-profit corporation, hereinafter referred to as "WAYMAKERS". WHEREAS, CITY and WAYMAKERS recognize the need for the management and operation of a youth shelter which will provide temporary housing and necessary counseling, guidance and education for adolescents for the benefit and public good of all citizens of CITY. WHEREAS, CITY desires to lease to WAYMAKERS certain real property described as approximately 1.494 acres of real property located at 7291 Talbert Avenue in Huntington Beach, (the "Property") together with a building of approximately 4000 square feet and other related improvements (the "Improvements"). Collectively, the Property and Improvements shall be referred to as the "Premises"; and CITY desires WAYMAKERS to operate and manage the Huntington Beach Youth Shelter ("Youth Shelter") on the Premises; and WAYMAKERS desires to lease the Property and manage and operate the Youth Shelter on the Premises by providing temporary housing, intervention, psychological care, academic assessment and other social services to homeless, runaway and other youth in crises in a the manner set forth in this Agreement, NOW, THEREFORE, the parties covenant and agree as follows: 17-5978/164201/RLS 8/17/17/DO 1 SECTION 1. SUPERSEDING OF PRIOR AGREEMENT This Agreement shall supersede and replace any existing agreement(s) for the Premises currently entered into by and between the parties and all amended or supplemental agreement(s) entered into by and between the parties regarding the Premises. SECTION 2. CONDITIONS OF PREMISES AS IS The approval of this Agreement by WAYMAKERS shall, in itself, constitute acknowledgment that the Premises are in good and usable condition. Upon execution of this Agreement, WAYMAKERS agrees to undertake its obligations under this Agreement with the Premises in their presently existing condition, "as is", and agrees that CITY shall not be obligated to make any alterations, additions or betterments thereto. SECTION 3. DURATION OF PUBLIC FACILITIES By entering into this Agreement, CITY makes no stipulation as to the type, size, location or duration of any adjacent public facilities (excluding the Premises), including, without limitation, driveways and parking lots to be maintained on property owned, controlled or occupied by CITY. SECTION 4. ADDITIONS. ALTERATIONS AND REMOVAL (a) No modifications, alterations or additions to the Premises, including, without limitation, construction of Improvements or changes to structural design, landscape design, or interior or exterior furnishings, shall be constructed or made by WAYMAKERS without WAYMAKERS first obtaining the prior written approval of CITY, which will not be unreasonably withheld. 17-5978/164201/RLS 8/17/17/DO 2 (b) Except as provided under this Agreement, no alteration or removal of existing Improvements on or natural features of the Premises shall be undertaken without WAYMAKERS first obtaining the prior written approval of CITY. (c) WAYMAKERS's obligation to obtain CITY's prior written approval is separate and independent of WAYMAKERS's obligation to obtain any permits from CITY, such as, without limitation, a building permit. SECTION 5. GRANT OF LEASE TO MANAGE AND OPERATE THE YOUTH SHELTER ON THE PREMISES CITY, pursuant to the terms of this Agreement, grants to WAYMAKERS for the purposes stated herein, the right, privilege and duty to occupy the Property in order to equip, operate and maintain the Youth Shelter open to homeless, runaway and other youth in crises on the Premises. WAYMAKERS shall not use the Premises for any other purpose or business. The legal description and a map depicting the Premises is set forth in Exhibit A, which is attached hereto and incorporated herein by this reference. This Agreement is not intended to confer third - party beneficiary status to anyone. SECTION 6. RESERVATION OF RIGHTS CITY expressly reserves a right to enter upon the Premises in the event of an emergency situation with no advance written, verbal or electronic notice to WAYMAKERS at any time. SECTION 7. TIME OF ESSENCE Time shall be of the essence of this Agreement and each and all of its terms, covenants or conditions in which performance is a factor. 17-5978/164201/RLS 8/17/17/DO 3 SECTION 8. TERM This Agreement shall commence at 12:01 a.m. on rj i `! , 2018, for a ten (10) year term, which shall end at 11:59 p.m. on ,1 2028, unless extended, or sooner terminated, as provided for herein. SECTION 9. STAFF QUALIFICATIONS a. WAYMAKERS will hire qualified staff to deliver support services for residents. Minimum qualifications for WAYMAKERS's social work / case management staff are pursuant to State requirements. b. All social work / case management staff shall demonstrate good written and verbal communication skills, expertise in counseling, and the ability to coordinate services with other agencies and programs. Familiarity with issues commonly faced by runaway or homeless youth (family conflicts, domestic violence, child abuse, substance abuse, pregnancy, prostitution, physical and/or mental health issues, and unstable schooling and housing experiences) as well as a desire to work with and advocate for runaway or homeless youth is expected. C. All staff will be required to comply with the following: child abuse index check; criminal record clearance; Department of Motor Vehicles driver's LEASE check, and first aid training. SECTION 10. LICENSING REQUIREMENTS a. WAYMAKERS's management and operation of the Youth Shelter must comply with all licensing requirements of all federal, state, and county programs including the California Department of Social Services Community Care Licensing Division and the Orange County Youth Shelter Agency. 17-5978/ 16420 ] /RLS 8/ 17/17/DO 4 b. WAYMAKERS must meet applicable CITY codes for housing, plumbing, building electrical and fire. WAYMAKERS must develop fire prevention and safety plans, including evacuation plans and fire drill schedules for the Youth Shelter. C. WAYMAKERS must comply with all public health codes regulating food establishments. d. WAYMAKERS shall comply with all federal, state, and local nondiscrimination, fair housing, and equal opportunity requirements. SECTION 11. CITY'S CONTRACT ADMINISTRATOR CITY's Office of Business Development, or his / her designee, shall be CITY's Contract Administrator for this Agreement with the authority to act on behalf of CITY for the purposes of this Agreement, and all CITY approvals and notices required to be given herein to CITY shall be so directed and addressed. SECTION 12. CONSIDERATION CITY provides WAYMAKERS with possession of the Premises as consideration for WAYMAKERS's operation and management of the Premises as a Youth Shelter. WAYMAKERS's obligations under this Agreement to operate and manage the Youth Shelter may be referred to as "Rent", and WAYMAKERS must pay rent of one dollar per year, paid annually from the start date of this Agreement. SECTION 13. BOOKS AND RECORDS WAYMAKERS shall keep true and accurate books and records showing all of the recipients of its services in a manner acceptable to CITY, and CITY and/or its designated representatives shall have the right, at all reasonable times, to inspect such books and records 17-5978/164201/RLS 8/17/17/DO 5 including and WAYMAKERS hereby agrees that all such records and instruments shall promptly be delivered and made available to CITY and/or its designated representatives within thirty business (30) days of receiving written request therefor. SECTION 14. CITY'S RIGHT TO INSPECT WAYMAKERS shall advise the CITY of any audit or inspection by any regulatory agency. In the event of any audit by any funding agency, the CITY may request copy of the audit results. WAYMAKERS shall, within thirty (30) days of receiving written notice of CITY's desire for such an audit, deliver and make available all such records to CITY or its designated representative for CITY's use in the audit and/or for copying. CITY further reserves the right to examine and audit all such records, books of account and cash register tapes at any time during the three (3) year period following the expiration or termination of this Agreement. In addition, CITY shall have the right to enter upon the Premises during business hours to perform any audit or inspection function with respect to this Agreement. SECTION 15. OPERATION AND MANAGEMENT QUALITY STANDARDS WAYMAKERS, at its sole cost and expense, shall equip, operate, manage and maintain the Youth Shelter on the Premises and shall keep the same equipped and maintained in a manner acceptable to CITY during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period. WAYMAKERS shall provide a Scope of Services, attached hereto as Exhibit B. It is the intent of CITY that the WAYMAKERS's services be provided in a manner to meet the needs for temporary emergency shelter and support services of the homeless, runaway, and other youth -in -crises (male or female) in Huntington Beach consistent with all the California Department of Social Services, Community Care Licensing Division Title 22 Group Home 17-5978/164201/RLS 8/17/17/DO 6 Guidelines. Should City deem the WAYMAKERS's operation of the Youth Shelter inadequate to meet such needs, CITY may require WAYMAKERS to make such changes requested by CITY. WAYMAKERS shall not use or permit the Premises to be used, in whole or in part, during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period for any purpose other than as herein set forth, without the prior written consent of CITY. SECTION 16. INDEMNIFICATION, DEFENSE AND HOLD HARMLESS AGREEMENT WAYMAKERS 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 (including arbitration) of every nature or liability of any kind or nature) arising out of or in connection with (1) the use or occupancy of the Premises by WAYMAKERS, its officers, employees or agents, or (2) the management and operation by WAYMAKERS of the Youth Shelter; or (3) the death or injury of any person or the damage to property caused by a condition of the Premises; or (4) the death or injury of any person or the damage to property caused by any act or omission of WAYMAKERS, its officers, employees or agents; or (5) any failure by WAYMAKERS to keep the Premises in a safe condition; or (6) WAYMAKERS's (or WAYMAKERS's agents and/or subcontractors, if any) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by WAYMAKERS, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. WAYMAKERS shall hold all Trade Fixtures (defined in Section 46 below), personal property and trade inventory on the Premises at the sole risk of WAYMAKERS and save CITY harmless from any loss or 17-5978/164201/RLS 8/17/17/DO 7 damage thereto by any cause whatsoever, except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. WAYMAKERS will conduct all defense at its sole cost and expense and CITY shall approve selection of WAYMAKERS'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 WAYMAKERS. SECTION 17. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE WAYMAKERS acknowledges awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. WAYMAKERS covenants that it shall comply with such provisions prior to the commencement of this Agreement. WAYMAKERS shall obtain and furnish to CITY workers' compensation insurance per statutory limits and employers' liability insurance with a limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. WAYMAKERS shall require all subcontractors and contractors to provide such workers' compensation and employers' liability insurance for all of the subcontractors' and contractors' employees. WAYMAKERS shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and WAYMAKERS shall similarly require all subcontractors and contractors to waive subrogation. If WAYMAKERS has no compensated employees working on the project, it may complete and return a "Declaration of Non -Employer Status" form to be used in lieu of a workers' compensation certificate. 17-5978/164201/RLS 8/17/17/DO 8 SECTION 18. GENERAL PUBLIC LIABILITY INSURANCE In addition to the workers' compensation and employers' liability insurance and WAYMAKERS's covenant to defend, hold harmless and indemnify CITY, WAYMAKERS shall obtain and furnish to CITY, a policy of general public liability insurance against any and all claims arising out of or in connection with the Premises. This policy shall indemnify WAYMAKERS, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Premises, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence, and Three Million Dollars ($3,000,000) general aggregate for bodily injury, personal injury and property damage. This policy shall name CITY, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds on separate additional insured endorsement(s), covering both ongoing and completed operations, and shall specifically provide that any other insurance coverage which may be applicable to the Agreement shall be deemed excess coverage and that WAYMAKERS's insurance shall be primary. Under no circumstances shall said above -mentioned insurance contain a self -insured retention, or a "deductible" or any other similar form of limitation on the required coverage. WAYMAKERS shall obtain and furnish to CITY a sexual abuse/sexual misconduct liability policy in an amount not less than One Million Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) in the aggregate. This policy may be under separate form or included under the General Liability policy. However, both the General Liability policy and Sexual Abuse/Misconduct policy limits are separate and shall not be combined. 17-5978/164201/RLS 8/17/17/DO 9 WAYMAKERS shall obtain and furnish to CITY an umbrella liability policy covering the work performed under this agreement. This policy shall provide coverage in an amount not less than Four Million Dollars ($4,000,000) per occurrence and Fifteen Million Dollars ($15,000,000) in the aggregate. WAYMAKERS guarantees that this policy shall drop down on each of the following policies: General Liability, Professional Liability, and Sexual Abuse/Misconduct. WAYMAKERS shall submit proof of such drop down policy coverage to CITY in the form of policy declarations or similar. SECTION 19. AUTOMOBILE LIABILITY INSURANCE WAYMAKERS shall obtain and furnish to CITY an automobile liability policy covering bodily injury and property damage for all activities of WAYMAKERS arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non -owned vehicles, in an amount not less than One Million Dollars ($1,000,000) combined single limit for each occurrence and in the aggregate. However, if WAYMAKERS is transporting minors in the course of the work performed under this Agreement, a minimum of Two Million Dollars ($2,000,000) combined single limit for each occurrence and in the aggregate shall be required. There shall be a separate additional insured endorsement page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents, and volunteers as additional insureds. SECTION 20. PROFESSIONAL LIABILITY INSURANCE WAYMAKERS shall obtain and furnish to CITY a professional liability policy covering the work performed under this Agreement. This policy shall provide coverage for WAYMAKERS's professional liability in an amount not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate. This 17-5978/164201/RLS 8/17/17/DO 10 insurance shall not contain a self -insured retention without the express written consent of the CITY; however, an insurance policy "deductible" of Ten Thousand Dollars ($10,000) 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. WAYMAKERS shall notify CITY of circumstances or incidents that might give rise to future claims. WAYMAKERS 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, WAYMAKERS 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. SECTION 21. PROPERTY INSURANCE WAYMAKERS shall provide before commencement of this Agreement and shall obtain and furnish to CITY, at WAYMAKERS's sole cost and expense, property and fire insurance with extended coverage endorsements thereon, by a company acceptable to CITY authorized to conduct insurance business in California, in an amount insuring for the full insurable value of the Premises, all Improvements, Trade Fixtures, personal property whether or not owned or leased by WAYMAKERS, and all trade inventory in or on the Premises against damage or destruction by fire, theft or the elements. This policy shall contain a full replacement cost endorsement naming WAYMAKERS as the insured and shall not contain a coinsurance penalty provision. The policy shall also contain an endorsement naming CITY as an Additional Insured. The policy shall contain a special endorsement that such proceeds shall be used to repair, rebuild or replace any such Improvements, Trade Fixtures, personal property whether or not owned or leased by 17-5978/164201/RLS 8/17/17/DO 11 WAYMAKERS, and all trade inventory so damaged or destroyed; and if not so used, such proceeds (excluding any insurance proceeds for Trade Fixtures, personal property whether or not owned or leased by WAYMAKERS, and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to CITY. The policy shall also contain a special endorsement that if the Premises are so destroyed triggering the parties' ability to terminate as set forth in Section 46 (Destruction) below, and either party elects to terminate the Agreement, the entire amount of any insurance proceeds (excluding such proceeds for Trade Fixtures, personal property whether or not owned or leased by WAYMAKERS and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to CITY. The proceeds of any such insurance payable to CITY may be used, in the sole discretion of CITY, for rebuilding or repair as necessary to restore the Premises or for any such other purpose(s) as CITY sees fit. This policy must be written on all risk basis of coverage and shall include 24 months of rental income and building code upgrade coverage in an amount not less than Fifty Thousand Dollars ($50,000). This policy shall also contain the following endorsements: (a) The insurer shall not cancel or reduce the insured's coverage without (30) days prior written notice to CITY; (b) CITY shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with CITY prior to the execution of this Agreement. At least thirty (30) days prior to the expiration or termination of any such policy, a signed and complete certificate of insurance showing that coverage has been renewed shall be filed with CITY. 17-5978/164201/RLS 8/17/17/DO 12 SECTION 22. INCREASE IN AMOUNT OF GENERAL PUBLIC LIABILITY AND PROPERTY INSURANCE Not more frequently than once every two (2) years, if, in the sole opinion of CITY, the amount and/or scope of general public liability insurance in Section 18 above and/or property insurance coverage in Section 21 above at that time is not adequate, WAYMAKERS shall increase the insurance coverage as reasonably required by CITY. SECTION 23. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Prior to commencement of this Agreement, WAYMAKERS shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: (a) provide the name and policy number of each carrier and policy; (b) shall state that the policy is currently in force; and (c) shall promise to provide that such policies shall not be canceled or modified without thirty (30) days' prior written notice of CITY; however ten (10) days' prior written notice in the event of cancellation for nonpayment of premium, which 10-day notice provision shall not apply to property insurance in Section 21 above. WAYMAKERS shall maintain the foregoing insurance coverages in force during the entire term of the Agreement or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverages shall not derogate from WAYMAKERS's defense, hold harmless and indemnification obligations as set forth in this 17-5978/164201/RLS 8/17/17/DO 13 Agreement. CITY or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. WAYMAKERS shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. If WAYMAKERS fails or refuses to produce or maintain the insurance required by the above sections, or fails or refuses to furnish 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. SECTION 24. INSURANCE HAZARDS WAYMAKERS shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for, or cause the cancellation of any liability, property, or other insurance policy for the Premises or required by this Agreement. WAYMAKERS shall, at its sole cost and expense, comply with all requirements of any insurance carrier providing any insurance policy for the Premises or required by this Agreement necessary for the continued maintenance of these policies at reasonable rates. SECTION 25. MAINTENANCE OF PREMISES WAYMAKERS shall, at its own cost and expense, keep and maintain all portions of the Premises as well as all improvements on the Premises and all facilities appurtenant to the Property in good order and repair and in as safe and clean a condition as they were when received by WAYMAKERS from CITY, reasonable wear and tear also excepted. WAYMAKERS shall maintain and operate the Premises in good order and repair and in a clean, safe, wholesome and sanitary condition free of trash, garbage or obstructions of any kind and in compliance with any and all present and future laws, general rules or regulations of any 17-5978/164201/RLS 8/17/17/DO 14 governmental authority now, or at any time during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period, in force, relating to sanitation or public health, safety or welfare, or for the protection of life, limb or property; and WAYMAKERS shall at all times faithfully obey and comply with all laws, rules and regulations applicable thereto. WAYMAKERS, at its sole cost and expense, shall remedy without delay any defective, dangerous or unsanitary condition(s) caused by WAYMAKERS or anyone related thereto. WAYMAKERS shall paint, stain or seal the Premises' exterior surfaces a minimum of every three (3) years, unless CITY determines in its sole discretion that such work shall be done on a more frequent basis. All exterior metal surfaces, except the roof, shall be painted with rust resistant paint no less than once every other year. Any and all graffiti on the Premises shall be removed by WAYMAKERS, at its sole cost and expense, within forty-eight (48) hours of WAYMAKERS receiving notice thereof or of WAYMAKERS becoming aware of such graffiti. In addition, with or without notice from CITY, WAYMAKERS shall, at its sole cost and expense, repair and/or replace any broken glass within forty-eight (48) hours of its becoming broken, regardless of cause, except by fault of CITY. Except as provided above for graffiti and broken glass, WAYMAKERS, at its sole cost and expense and with or without notice from CITY, shall repair and/or replace all damage or destruction to the Premises caused by act(s) of vandalism as soon as possible but in no event later than fourteen (14) days after the date such damage or destruction occurred. WAYMAKERS, at its sole cost and expense, shall repair and/or replace all other damage or destruction to the Premises, regardless of cause, except by fault of CITY. 17-5978/16420]/RLS 8/17/17/DO 15 CITY shall inspect the Premises for compliance with this Section on a quarterly basis. A copy of the quarterly evaluation summary sheet setting forth the CITY's maintenance checklist is attached as Exhibit C, and incorporated herein by this reference. WAYMAKERS shall comply with all written notices served by CITY with regard to the care and maintenance of the Premises. Any written notice hereunder shall specify the work to be done and the period of time deemed to be reasonably necessary for completion of such work. Should WAYMAKERS fail to commence making the necessary repairs within seven (7) days after receiving such notice, or within twenty-four (24) hours of the glass becoming broken in the case of broken glass, or fail to diligently proceed to complete the necessary repairs within the period of time reasonably specified in the CITY's notice, or within forty-eight (48) hours of the glass becoming broken in the case of broken glass, or within the forty-eight (48) hour time period for removing graffiti, or within fourteen (14) days of the date that the vandalism damage or destruction occurred, CITY shall proceed to cause the required work to be performed, and WAYMAKERS shall promptly reimburse CITY for the cost of labor and materials thereof and pay CITY a penalty on such costs at the penalty rate set forth in Section 11 above from the date the costs were incurred by CITY to the date they are reimbursed to City by WAYMAKERS. WAYMAKERS hereby expressly waives the right to make repairs at the expense of CITY and the benefit, if any, of the provisions of Sections 1941 and 1942 of the California Civil Code relating thereto. SECTION 26. NO REIMBURSEMENT FOR MAINTENANCE, REPAIR, CAPITAL IMPROVEMENTS AND OPERATING EXPENSES WAYMAKERS agrees that it shall not be entitled to any reimbursement from CITY for any maintenance repair or capital improvement completed by WAYMAKERS, nor shall it 17-5978/164201/RLS 8/17/17/DO 16 receive any credit or right to reimbursement as a result of WAYMAKERS's performance under this Agreement. In addition, WAYMAKERS shall not be excused from the payment of insurance or any other obligations for the time WAYMAKERS is prevented from using the whole or a portion of the Premises. SECTION 27. DAMAGE, DESTRUCTION OR NUISANCE WAYMAKERS shall not commit or permit the commission by others of any damage or destruction of, on, or to the Premises. WAYMAKERS shall not maintain, commit or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Premises; and WAYMAKERS shall not use or permit the use of the Premises for any unlawful purpose. SECTION 28. PAYMENT OF OBLIGATIONS WAYMAKERS shall promptly pay, at its sole cost and expense, before they become delinquent, any and all bills, debts, liabilities and obligations incurred by WAYMAKERS in connection with WAYMAKERS's occupation and use of the Premises and/or operation of the Youth Shelter. Upon request, WAYMAKERS shall promptly furnish to CITY satisfactory evidence establishing such payment. SECTION 29. UTILITIES AND SERVICES WAYMAKERS shall be responsible for the payment of all utility charges, including, without limitation, gas, electricity, water, telephone service, cable TV service, and the furnishing of all necessary refuse and garbage containers and the removal and disposal of all rubbish, refuse and garbage resulting from the operation of the Youth Shelter on the Premises. All such rubbish, refuse and garbage removed shall be disposed of in accordance with applicable laws and local ordinances. Trash dumpsters may not be moved or relocated from their established locations 17-5978/164201/RLS 8/17/17/DO 17 without the express prior consent of CITY. All trash containers and/or trash bins shall be adequately screened and located to the satisfaction of CITY. For the purposes of this Section, sewage disposal shall be construed as a utility. All such charges shall be paid by WAYMAKERS directly to the provider of the service and shall be paid as they become due and payable. Upon request, WAYMAKERS shall promptly furnish to CITY satisfactory evidence establishing such payment. SECTION 30. BUSINESS LICENSE WAYMAKERS shall maintain a business license from CITY during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period. SECTION 31. SIGNS, ADVERTISING AND APPROVAL OF NAME CITY shall have the right to approve in its sole discretion and at any time require WAYMAKERS to change or remove signs, names, placards, decorations or advertising placed on, or inscribed, painted or affixed upon the Premises. Should CITY approve of any sign, name, placard, decoration or advertising, WAYMAKERS shall maintain the same at all times during the entire term of this Agreement or any renewals or extensions thereof or during any holdover period in good appearance and repair. All signs, names, placards, decorations or advertising must comply with all requirements of any governmental authority with jurisdiction. SECTION 32. NO ASSIGNMENT OR OTHER TRANSFER (a) Prohibition of Assignment. The parties acknowledge that CITY is entering into the Agreement in reliance upon the experience and abilities of WAYMAKERS and its principals. Consequently, WAYMAKERS shall not voluntarily assign, encumber or 17-5978/164201/RLS 8/17/17/DO 18 otherwise transfer its interest in the Agreement or in the Premises, or any part of the Premises without the prior written consent of CITY, which consent shall not be unreasonably withheld. Provided, however, that CITY's consent shall not relieve WAYMAKERS from any and all of its obligations, liabilities, duties or responsibilities under this Agreement. Any assignment, encumbrance, occupation or use, sublease or other transfer without such consent shall be voidable and, at CITY's sole discretion, shall constitute a Default of this Agreement. No more than four beds may be allocated to a use different than providing youth shelter. (b) Consent to Transfer. CITY's consent to any assignment, encumbrance, occupation or use, or other transfer is subject to WAYMAKERS providing CITY with evidence satisfactory to CITY that the proposed, assignee, encumbrancer, occupier or user, or other transferee has suitable financial strength, experience and character for operation and control of the Youth Shelter and that the use of the Premises by the proposed assignee, encumbrancer, occupier or user, or other transferee is consistent with that specified herein, and is commercially reasonable. Any proposed assignee, encumbrancer, occupier or user, or other transferee shall agree to abide by the terms and conditions of the Agreement including, without limitation, all the obligations, liabilities, duties and responsibilities of WAYMAKERS, and other conditions imposed upon it pursuant to law. An approval by CITY to one assignment, encumbrance, occupation or use, or other transfer shall not be deemed to be an approval to any other assignment, encumbrance, occupation or use, or other transfer. 17-5978/164201/RLS 8/17/17/DO 19 (c) Voluntary assignment defined. Except as otherwise expressly provided herein, any dissolution, merger, consolidation or reorganization of WAYMAKERS, or the sale or other transfer resulting in a transfer of a controlling percentage of the capital stock of WAYMAKERS shall be deemed a voluntary assignment. SECTION 33. TERMS BINDING ON SUCCESSORS All the terms, covenants and conditions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors, including, without limitation, their assignees, encumbrancers, occupiers or users, or other transferees. The provisions of this Section shall not be deemed as a (1) waiver of any of the prohibitions and conditions against assignments, encumbrances, occupations or uses, or other transfers hereinbefore set forth, or (2) CITY's consent thereto. SECTION 34. DEFAULT The occurrence of any one or more of the following events shall constitute a material default and breach ("Default") of this Agreement by WAYMAKERS: (a) WAYMAKERS's failure to fulfill any of its obligations under this Agreement or violate any provisions included herein. (b) WAYMAKERS's failure to comply with all licensing standards, directives and regulations of the California Department of Social Services. (c) WAYMAKERS's failure to obtain or maintain the insurances and/or the security deposit as required under this Agreement. (d) WAYMAKERS's vacating or abandonment of the Premises during the term of this Agreement or any renewals or extensions thereof or during any holdover period. Closure of the Youth Shelter for more than a combined total of twenty 17-5978/164201/RLS 8/17/17/DO 20 (20) days in a calendar year, minus any days of closure of the Youth Shelter caused by CITY, shall be deemed an abandonment of the Premises. (e) The insolvency of WAYMAKERS as evidenced by a receiver being appointed to take possession of all or substantially all of WAYMAKERS's assets located at or on the Premises or of WAYMAKERS's interest in this Agreement, or the making by WAYMAKERS of a general arrangement or assignment for the benefit of creditors, or WAYMAKERS's filing a petition in bankruptcy, whether voluntary or involuntary, or the attachment, execution or the judicial seizure of substantially all of WAYMAKERS's assets located at or on the Premises or of WAYMAKERS's interest in the Agreement. (f) WAYMAKERS's failure to observe or perform any other term, covenant, obligation, duty, responsibility or condition of this Agreement or imposed on WAYMAKERS by the State of California when such failure shall continue for a period of ten (10) days after CITY's giving written notice to WAYMAKERS, or such earlier period if specifically set forth in this Agreement; however, if the nature of such failure is such that more than ten (10) days are reasonably required for its cure, then WAYMAKERS shall not be deemed to be in Default if WAYMAKERS notifies CITY of the length of the additional time required to cure and receives CITY's written approval of the additional time required, which approval will not be unreasonably withheld, and commences such cure within such ten (10) day period and diligently proceeds with such cure to completion during such additional time period approved by CITY. 17-5978/164201/RLS 8/17/17/DO 21 SECTION 35. REMEDIES (a) Cumulative Nature of Remedies. In the event of any Default by WAYMAKERS, CITY shall have the remedies described in this Section in addition to all other rights and remedies provided by law or equity, to which CITY may resort cumulatively or in the alternative: (1) Reentry without Termination. CITY may at CITY's sole discretion reenter the Premises, and, without terminating the Agreement, at any time and from time to time, agree to have another party operate and manage the Premises or any part or parts of them for the account and in the name of WAYMAKERS or otherwise. Any such subsequent agreement may be for the remainder of the term or for a longer or shorter period. CITY may in CITY's sole discretion eject all persons or eject some and not others or eject none. In addition, CITY may in its sole discretion remove some or all of the Trade Fixtures, personal property and trade inventory from the Premises. CITY may store such removed Trade Fixtures, personal property and trade inventory in a public warehouse or other location at the sole cost, expense and risk of WAYMAKERS, and for the account of and in the name of WAYMAKERS. (2) Termination. In the event of a Default by WAYMAKERS, CITY may at CITY's sole discretion terminate this Agreement by giving WAYMAKERS written notice of termination. In the event CITY terminates this Agreement, CITY may recover possession of the Premises (which WAYMAKERS shall immediately surrender and vacate upon 17-5978/164201/RLS 8/17/17/DO 22 demand) and remove all persons therefrom, and WAYMAKERS shall comply with, without limitation, Sections 46 and 47 below. CITY also shall be entitled to recover as damages any or all of the following: (A) Any other her amount necessary to compensate CITY for the detriment proximately caused by WAYMAKERS's failure to perform its obligations, liabilities, duties or responsibilities under this Agreement; and (B) At CITY's sole discretion, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law. (3) Use of Personal Property. CITY may at CITY's sole discretion use the Trade Fixtures, personnel property and/or trade inventory located on, about or appurtenant to the Premises without compensation and without liability for use or damage, or store them in a public warehouse or other location at the sole cost, expense and risk of WAYMAKERS, and for the account of and in the name of WAYMAKERS. (b) Election of Remedy. The election of one remedy for any one item shall not foreclose an election of any other remedy for another item or for the same item at a later time. (c) CITY's Right to Cure WAYMAKERS's Default. Upon continuance of any Default, CITY may in its sole discretion, but is not obligated to, cure such Default at WAYMAKERS's sole cost and expense. If CITY at any time, by reason of such Default by WAYMAKERS, pays any sum or does any act, the sum paid by 17-5978/164201/RLS 8/17/17/DO 23 CITY plus the reasonable cost of performing such act, together with a penalty thereon at the penalty rate set forth in Section 11 above from the date the costs were incurred or the act performed by CITY to the date they are reimbursed to CITY by WAYMAKERS, shall be due as additional rent not later than five (5) days after service of a written demand therefor on WAYMAKERS, including reasonably detailed documentation of the amount owed. No such payment or act shall constitute a waiver of Default or of any remedy for Default or render CITY liable for any loss or damage resulting from any such act. (d) Waiver of Rights. WAYMAKERS hereby waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 or 1179 if appealed by, or under any other present or future law, CITY takes possession of the Premises by reason of any Default by WAYMAKERS hereunder. (e) Other Rights of CITY. No act of CITY, including, without limitation, but not limited to CITY's entry on the Premises, or maintenance of the Premises, shall be construed as an election to terminate this Agreement unless a written notice of such intention is given to WAYMAKERS by CITY or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding if CITY elects to continue the Agreement in full force and effect after a Default by WAYMAKERS and to relet the Premises, CITY may at any time after such reletting elect to terminate this Agreement for any such Default. 17-5978/164201/RLS 8/17/17/DO 24 SECTION 36. CUMULATIVE REMEDIES The remedies given to CITY in this Agreement shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this Agreement. CITY shall have the right to exercise any other right or remedy which CITY may have at law or in equity without limitation. SECTION 37. WAIVER OF DEFAULT The waiver by CITY of any Default by WAYMAKERS of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent Default by WAYMAKERS either of the same or another provision of this Agreement. SECTION 38. CONSENT 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. SECTION 39. WAIVER OF CLAIMS WAYMAKERS hereby waives any claim against CITY, its officers, elected or appointed officials, employees, agents or volunteers for damage or loss caused by any suit or proceeding directly or indirectly attacking the validity of this Agreement, or any part thereof, or caused by any judgment or award in any suit or proceeding declaring this Agreement null, void or voidable, or delaying the Agreement or any part thereof from being carried out. SECTION 40. PHOTOGRAPHY WAYMAKERS acknowledges and agrees that CITY may grant permits to third parties engaged in the production of still and motion pictures and related activities to take photographs 17-5978/164201/RLS 8/17/17/DO 25 or videos of or on the Premises when such permission shall not interfere with the primary business of WAYMAKERS, and CITY will provide reasonable written notification of such activities and will seek the written consent of WAYMAKERS, all without providing WAYMAKERS with notice or requiring consent by WAYMAKERS. SECTION 41. HAZARDOUS SUBSTANCES WAYMAKERS represents and warrants that its use or occupation of the Premises shall not generate any Hazardous Substance (as defined below in this Section), and it shall not store or dispose on the Premises nor transport to or over the Premises any Hazardous Substance during the entire term of this Agreement or any renewals or extensions thereof. The foregoing restrictions shall not be deemed to restrict or prohibit the use by WAYMAKERS of ordinary cleaning products as customarily used in WAYMAKERS's ordinary course of business at the Youth Shelter, provided that WAYMAKERS complies with all provisions of law as to the use, storage and disposal of such products. WAYMAKERS further agrees to clean up and remediate any such Hazardous Substance on the Premises, and 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 (including arbitration) of every nature or liability of any kind or nature) arising out of or in connection with any such Hazardous Substance and any damage, loss, or expense or liability resulting from any such Hazardous Substance including, without limitation, all attorney's fees, costs and penalties incurred as a result thereof except any release caused by the sole negligence or willful misconduct of CITY. WAYMAKERS will conduct all defense at its sole cost and expense and CITY shall approve selection of WAYMAKERS's counsel. This indemnity shall apply to all claims and liability 17-5978/164201/RLS 8/17/17/DO 26 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 WAYMAKERS. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as a hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term, by any Federal, State or local environmental law, regulation or rule presently in effect or promulgated in the future, as such law, regulation or rule may be amended from time to time; and it shall be interpreted to include, without limitation, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. SECTION 42. NONDISCRIMINATION WAYMAKERS and its employees shall not discriminate because of race, gender, color, creed, religion, handicap, ancestry, national origin, or sexual orientation against any person by refusing to furnish such person any accommodation, facility, rental, service or privilege offered to or enjoyed by the general public. Nor shall WAYMAKERS or its employees publicize the accommodation, facilities, rentals, services or privileges in any manner that would directly or inferentially reflect upon or question the acceptability of the patronage of any person because of race, gender, color, creed, religion, handicap, ancestry, national origin, or sexual orientation. In the performance of this Agreement, WAYMAKERS shall not discriminate against any employee or applicant for employment, because of race, gender, color, creed, religion, handicap, ancestry, national origin, sexual orientation, age or medical condition. WAYMAKERS shall take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, gender, color, creed, religion, handicap, ancestry, national origin, sexual orientation, age, or medical condition. Such action shall 17-5978/164201/RLS 8/17/17/DO 27 include, without limitation, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including, without limitation, apprenticeship. WAYMAKERS shall post in conspicuous places, available to all employees and applicants for employment, notices setting forth the provisions of this Section. WAYMAKERS shall permit access to its records of employment, employment advertisements, application forms, and other pertinent data and records by CITY, the State Fair Employment Practices Commission or any other agency with jurisdiction over these matters, for the purpose of investigation to ascertain compliance with this Section. CITY may determine a violation of this Section to have occurred upon receipt of a final judgment having that effect from a court in an action to which WAYMAKERS was a party, or upon receipt of a written notice from the State Fair Employment Practices Commission or other government agency with jurisdiction over these matters that it has investigated and determined that WAYMAKERS has violated the Fair Employment Practices Act or other applicable discrimination law and has issued an order which has become final, or obtained an injunction. In the event of violation of this Section, CITY shall have the right to terminate this Agreement, and any loss of revenue sustained by CITY by reason thereof shall be borne and paid for by WAYMAKERS, at its sole cost and expense. SECTION 43. POSSESSION, PROVISION, AND CONSUMPTION OF ALCOHOLIC BEVERAGES PROHIBITED Notwithstanding anything to the contrary, the possession, provision or consumption of alcoholic beverages on the Premises is expressly forbidden. 17-5978/164201/RLS 8/17/17/DO 28 SECTION 44. LIENS WAYMAKERS shall keep the Premises free and clear from any and all liens, including, without limitation, mechanics' or materialmens' liens, claims and demands for work performed, materials furnished, or operations conducted on or about the Premises or by reason of any use or occupancy by WAYMAKERS, or any person claiming under WAYMAKERS. When applicable, WAYMAKERS shall cause a notice of nonresponsibility to be posted and recorded pursuant to California Civil Code Section 3094. SECTION 45. INSTALLATION AND REMOVAL OF TRADE FIXTURES WAYMAKERS shall have the right during the entire term of this Agreement or any renewals or extensions thereof, at WAYMAKERS's sole cost and expense, to install or affix in, to, or on the Premises any machinery, equipment and other objects (the "Trade Fixtures"), for use in WAYMAKERS' trade or business as WAYMAKERS may deem advisable. Any and all such Trade Fixtures that can be removed without structural damage to the Premises shall, subject to Section 49 below, remain the property of WAYMAKERS and may be removed by WAYMAKERS at any time prior to the expiration or termination of this Agreement, provided WAYMAKERS repairs any damage caused by the removal. Upon execution of this Agreement and every anniversary, WAYMAKERS shall provide CITY with a list of all Trade Fixtures on the Premises. SECTION 46. DESTRUCTION Should the Premises be partially destroyed, this Agreement shall continue in full force and effect, and WAYMAKERS, at WAYMAKERS' sole cost and expense, shall complete the work of repairing and restoring the Premises to their prior condition providing such work can be accomplished under all applicable governmental laws and regulations within one hundred eighty 17-5978/164201/RLS 8/17/17/DO 29 (180) days. Should the Premises be so far destroyed that in CITY's reasonable judgment they cannot be repaired or restored to their former condition within one hundred eighty (180) days, CITY shall give WAYMAKERS notice of such determination in writing and each party may, in that party's sole discretion: (a) Continue this Agreement in full force and effect in which case WAYMAKERS shall repair and restore, at WAYMAKERS's sole cost and expense, the Premises to their former condition; or (b) Terminate this Agreement by giving the other party thirty (30) days' written notice of such termination within sixty (60) days after the date that CITY gives WAYMAKERS notice that the Premises cannot be repaired or restored to their former condition within one hundred eighty (180) days. In the event that either party elects to terminate this Agreement, the entire amount of any insurance proceeds (excluding such proceeds for Trade Fixtures, personal property whether or not owned or leased by WAYMAKERS and trade inventory, but only to the extent that the insurance proceeds specifically cover those items) shall be paid to CITY. The proceeds of any such insurance payable to CITY may be used, in the sole discretion of CITY, for rebuilding or repair as necessary to restore the Premises or for any other such purpose(s) as CITY sees fit. In addition, if WAYMAKERS elects to terminate the Agreement, WAYMAKERS must still comply with all of its obligations, liabilities, duties and responsibilities under the Agreement, including, without limitation, paying any amounts due up to the time of termination and surrendering the Premises, pursuant to Sections 50 and 51 below. 17-5978/164201/RLS 8/17/17/DO 30 In the event of the damage or destruction of Improvements, Trade Fixtures and/or personal property located on the Premises not giving rise to a termination of this Agreement, WAYMAKERS shall, at its sole cost and expense, replace and repair the same as soon as reasonably possible to permit the prompt continuation of WAYMAKERS's business at the Premises. SECTION 47. RESTORATION AND SURRENDER OF PREMISES/TITLE TO IMPROVEMENTS On expiration or termination of this Agreement WAYMAKERS shall, without compensation to WAYMAKERS, promptly surrender and deliver the Premises to CITY in as good condition as such were at the commencement date of this Agreement, reasonable wear and tear excepted. WAYMAKERS also shall, without compensation to WAYMAKERS, surrender all Improvements to CITY in good condition and repair, ordinary wear and tear excepted, free and clear of all liens and encumbrances. WAYMAKERS also shall remove all Trade Fixtures, personal property and trade inventory. CITY may in its sole discretion accept all or any portion of the Premises, as then improved with Improvements and no sum whatsoever shall be paid to WAYMAKERS or any other person; or CITY may require WAYMAKERS to remove all or any portion of such Improvements, at WAYMAKERS's own risk and cost and expense; or CITY may itself remove or have removed all or any portion of such Improvements, at WAYMAKERS's own risk and cost and expense. If required by CITY to do so, in removing any such Improvements, WAYMAKERS shall restore the Premises as nearly as possible to the conditions existing prior to their installation or construction. All such removal and restoration shall be to the satisfaction of CITY and shall be completed within thirty (30) days of the expiration or termination of this Agreement. In addition, any Trade Fixtures, personal property or 17-5978/164201/RLS 8/17/17/DO 31 trade inventory left on the Premises after the expiration of this 30-day period, regardless of cause, shall be deemed abandoned by WAYMAKERS. In CITY's sole discretion, it may choose to do one or more of the following: (1) take any or all of such Trade Fixtures, personal property and trade inventory as CITY property; (2) store any or all of such Trade Fixtures, personal property and trade inventory in a public warehouse or other location at the sole cost, expense and risk of WAYMAKERS, and for the account and in the name of WAYMAKERS; or (3) dispose of any or all of such Trade Fixtures, personal property and trade inventory without any liability to WAYMAKERS. In addition, WAYMAKERS's indemnification, hold harmless and defense obligations set forth in this Agreement shall apply to such Trade Fixtures, personal property and/or trade inventory, and to CITY's actions with respect thereto. SECTION 48. FORCE MAJEURE - UNAVOIDABLE DELAYS Should the performance of any act required by this Agreement to be performed by either CITY or WAYMAKERS be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act shall be extended for a period equivalent to the period of delay and performance of the act during the period of delay shall be excused. Provided, however, that nothing contained in this Section shall excuse the prompt payment of Rent or the performance of any act rendered difficult solely because of the financial condition of the party, CITY or WAYMAKERS. SECTION 49. RELOCATION AND ASSISTANCE, BUSINESS GOODWILL Upon expiration or termination of this Agreement for any reason excluding eminent domain, WAYMAKERS shall not be entitled to any relocation rights or benefits, business 17-5978/164201/RLS 8/17/17/DO 32 goodwill or bonus value attributable to this Agreement, and WAYMAKERS expressly waives any claim to the same. SECTION 50. CITY' S OPTION TO CLOSE THE PREMISES CITY may close the Premises without liability and without advance notice to WAYMAKERS therefore at any time as CITY in its sole discretion deems necessary for the protection of life, limb or property, or for public health, safety or welfare purposes, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by CITY in its sole discretion. The length of time of any closing of the Premises by CITY longer than two (2) weeks during a period when the Youth Shelter would otherwise be open shall extend the term of the Agreement by the same amount of time. If this occurs, WAYMAKERS and CITY shall memorialize this extension in writing. SECTION 51. CONFLICT OF INTEREST WAYMAKERS warrants and covenants that no official or employee of CITY, nor any business entity in which an official or employee of CITY is interested, (1) has been employed or retained by WAYMAKERS to solicit or aid in the procuring of this Agreement; or (2) shall be employed by WAYMAKERS in the performance of this Agreement without the immediate written divulgence of such fact to CITY. In the event CITY determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of CITY, WAYMAKERS, upon request of CITY, shall terminate such employment immediately. For breaches or violation of this Section, CITY shall have the right both to terminate this Agreement without liability and, in its discretion, recover the full amount of any such compensation paid to such official, employee or business 17-5978/164201/RLS 8/17/17/DO 33 entity. No official or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. SECTION 52. NOTICE Unless specifically providing for verbal or electronic notice, all notices, certificates, or other communications required to be given hereunder shall be in writing and made in the following manner, and shall be sufficiently given and deemed received when (a) personally delivered; or (b) three (3) business days after being sent via United States certified mail — return receipt requested; or (c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that CITY and WAYMAKERS, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: CITY: City of Huntington Beach ATTN: Office of Business Development 2000 Main Street, P.O. Box 190 Huntington Beach, CA 92648 with copy to: City of Huntington Beach City Attorney 2000 Main Street Huntington Beach, CA 92648 WAYMAKERS: Ronnetta Johnson Executive Director 1221 East Dyer Road, Suite 120 Santa Ana, CA 92705 with copy to: Elsa Greenfield Program Director SECTION 53. COMPLIANCE WITH LAWS WAYMAKERS, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, including, without limitation, Federal, State, county or municipal, relating to WAYMAKERS' use and occupancy of the Premises and/or operation of the Youth Shelter whether such statutes, ordinances, regulations and 17-5978/164201/RLS 8/17/17/DO 34 requirements be now in force or hereinafter enacted. This Agreement is expressly subject to the laws, regulations and policies of CITY. WAYMAKERS shall deliver to CITY a copy of any notice from any governmental entity received by WAYMAKERS regarding any alleged violation of law regarding the Agreement, Premises or the Youth Shelter or from any person allegedly entitled to give notice under any conditions, covenants, or restrictions binding or affecting the Premises. The judgment of any court of competent jurisdiction, or the admission by WAYMAKERS in a proceeding brought against WAYMAKERS by any government entity, that WAYMAKERS has violated any such statute, ordinance, regulation or requirement shall be conclusive as between CITY and WAYMAKERS and shall be grounds for termination of this Agreement by CITY. SECTION 54. 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 provision of this 17-5978/16420]/RLS 8/17/17/DO 35 Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. SECTION 55. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. SECTION 56. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. SECTION 57. 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. SECTION 58. BROKERS Each party warrants to and for the benefit of the other that it has had no dealings with any real estate broker or other agent (attorneys excepted) in connection with the negotiation or making of this Agreement. SECTION 59. INDEPENDENT CONTRACTOR WAYMAKERS 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. WAYMAKERS shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social 17-5978/164201/RLS 8/17/17/DO 36 security, state disability insurance compensation, unemployment compensation and other payroll deductions for WAYMAKERS and its officers, agents and employees and all business licenses, if any, in connection with the Agreement and/or any services to be performed hereunder. WAYMAKERS has authority to hire and fire employees within bounds established by its personal policies, and the employees of WAYMAKERS are not the agents, servants or employees of CITY. SECTION 60. 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 non -prevailing party. SECTION 61. LEGAL SERVICES SUBCONTRACTING PROHIBITED WAYMAKERS 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. WAYMAKERS 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 WAYMAKERS. SECTION 62. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 17-5978/164201/RLS 8/17/17/DO 37 SECTION 63. 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 signed it. SECTION 64. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiations, 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. The Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, the Premises, the leasing of the Premises to WAYMAKERS, or the lease term created under this Agreement and supercede all prior understandings and agreements, whether oral or in writing between the parties respecting the subject matter hereof. 17-5978/164201/RLS 8/17/17/DO 38 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on Ayy i I 01,j , 2018. WAYMAKERS, a California non-profit corpora 'on Bv: ,::"/C.0�,e-61�t }�ov�npt Svc h Vy�oy� print name ITS: (circle one) Chairman/President/Vice President AND print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California mayor �u City Clerk 141 M )%'!E> REV;OAD APPROVED: it Manager 17-5978/164201/RLS 8/17/17/DO 39 60 COMMUNITY SERVICE PROGRAMS IMPACTING LIVES. CHANGING COMMUNITIES. CSP Board of Directors Resolution The CSP Board of Directors resolves that Ronnetta Johnson, CSP Executive Director and Hether Benjamin, Director of CSP Youth Development Programs, are authorized by signature alone to sign program contracts and renewal packages. I hereby certify that the foregoing is a true copy of the resolution formally adopted by the Board of Directors of Community Service Programs at the regularly scheduled meeting on January 26, 2016. Vote Ayes: q No: C, Signature: Date: 1 26 l Kris Thordarson President, Board of Directors Community Service Programs, Inc. J Ljz�l� Signature: Date: Ann Stawicki Secretary, Board of Directors Community Service Programs, Inc. A NON-PROFIT AGENCY SERVING ORANGE COUNTY SINCE 1972 Youth shelters I Family counseling I Child abuse prevention I Parent education I Dispute resolution Gang prevention I Victim assistance I Drug, alcohol, tobacco abuse prevention ®r •• EXHIBIT A s EXHIBIT A HUNTINGTON BEACH YOUTH SHELTER 7291 TALBERT AVENUE LEGAL DESCRIPTION Commencing at southeast corner, of the southwest one quarter, of the southeast one quarter, of the northwest one quarter of section twenty-six; Township Five south, range eleven.west, in the Rancho Las Bolsas, City of Huntington Beach, County of Orange, State of California, as shown per tract number 9908 recorded in book 51, page 13 of Miscellaneous Maps, records of Orange County, California. Thence S 00 49148" E-of thereof said southeast corner. A distance of 2639.35 feet; thence S 89° 20' 21" W a distance of 751.00 feet; thence N 00 39' 39" W a distance of 30.00 feet, said point set beginning of this survey; thence continuinq N 00 39' 39" W. A distance of 257.00 feet set this survey; thence N 890 20' 21" E a distance of 157.00 feet set this survey; thence IN 00 39' 39" W. A distance of 265.00 feet set this survey; thence S 89° 20' 21" W. A distance of 202.00 feet set this survey; thence S_ 00 39' 39" E. A distance of 522.00 feet set this survey; thence N 890 20' 21" E. A distance of 45.00 feet to the point of beginning. No physical points set at corners of set survey. Set survey containing 1.494 ac res. Exhibit A HUNTINGTON BEACH YOUTH SHELTER 7291 TALBERT AVENUE SITE MAP C: Os EXHIBIT B EXHIBIT B WAYMAKERS agrees to: a. Continuously occupy and use the premises solely for the operation of the Youth Shelter. b. Provide for the Youth Shelter to be open and supervised 24 hours a day, seven days a week for emergency and temporary shelter for local homeless, runaway, and other youth - in -crises from the age of 11 through 17 years. c. Provide full room and board for no less than 6 and no more than 12 homeless, runaway, and other youth -in -crisis. If the facility is full, additional youth will be placed on a waiting list for services and referred to an alternative shelter located in Orange County. If no shelter space is available in Orange County, youth will be given referrals to other sources of food and assistance until shelter space can be located. d. Provide services for approximately eligible youth annually who meet the following definitions: (i) A male or female individual from the age of 11 through 17; (ii) An individual who lacks a fixed, regular, and adequate nighttime residence; and (iii) An individual who has a primary nighttime residence that is not designed for, nor ordinarily used as, a regular sleeping accommodation for human beings; or (iv) An individual who has been identified as a youth -in -crisis due to abusive or unhealthy family situations, homelessness, poverty, temporary absence of parents or legal guardians and is referred to the facility by the police department, other law enforcement agencies, a school counselor, community centers, self -referred or a concerned family member. e. Provide outreach efforts that target primarily Huntington Beach high -risk youth. f. Maintain a clean, safe, secure and supportive environment including separate sleeping and bathroom facilities for girls and boys. g. Provide clean and appropriate clothing and hygiene products. h. Include case management services for residents consisting of assessment of needs, the development of an individualized service plan, and provision of assistance in the form of referrals and advocacy to community agencies for other needed services. i. Ensure the availability of complimentary supportive services appropriate to each client's needs that measurably improves the individual's quality of life. j. Develop and maintain linkages or partnerships with community resources for services not provided by WAYMAKERS. EXHIBIT B EXHIBIT B k. Provide access to social activities, including before school activities, after school activities, teenage programs, esteem groups, etc. 1. Provide post -shelter permanent housing planning, strategizing, counseling and advocacy. in. Refer residents to drug rehabilitation programs, mental health programs, and special education programs when such services are needed. n. Staff a sufficient number of appropriately trained and skilled personnel to maintain the shelter facility, offer individualized case management services, and administer support programs. o. Provide services by employing case management staff directly or by entering City - approved subcontractual relationship with an appropriate entity. Case managers shall be responsible for the following: (i) Development of a comprehensive orientation and assessment process which entails the collection of demographic data, formulation of psychosocial history, contact / coordination with collateral agencies serving the client, and identification of any barriers to obtaining permanent housing. (ii) Development of an individualized service plan addressing the needs of the client, which must be jointly developed, specify measurable goals, and be reviewed and updated regularly. (iii) Linkages to community resources including referrals for the other needed supportive services, including those services that address mental health, medical health, substance abuse, and behavioral health needs. (iv) Development of a permanent housing plan, which includes referrals, counseling, and advocacy for the Youth Shelter resident. p. Develop case records for each resident that include demographic data and determination of the category of need and priority level for service. q. Maintain complete and accurate records pertaining to clients served and the operation of the facility. r. Provide the city with quarterly and annual reports in a form acceptable to the City, tracking performance measures on an ongoing basis. s. Allow City monitoring personnel access to inspect and/or audit the facility and/or (non - confidential) case record information available for City monitoring. 2 EXHIBIT B EXHIBIT B t. Provide three meals (breakfast, lunch and dinner) and snacks to each resident on a daily basis. Meals must be well balanced, nutritious and adequate in quality and quantity to meet basic dietary needs of residents according to the federal Recommended Daily Allowances (RDA). 3 EXHIBIT B EXHIBIT C Date Inspected By 0 • City of Huntington Beach Youth Shelter Evaluation Report Landscape Areas Area Max Pts Earned Pts Lawns 10 Trees 10 Shrubs 10 Ground Cover 10 Irrigation 10 Walkways 10 Lighting 10 Parking 10 Total 80 Total Points Earned Score (%) Received By Building Areas Area Max Pts Earned Pts Office 10 Kitchen 10 Dining Room 10 Living Room 10 Boys Bedrooms 10 Boys Bathroom 10 Girls Bedrooms 10 Girls Bathroom 10 Total 80 (160 maximum) (Total Points Earned / 160) COMMUSER6 Client#: 834176 ACORD,,, CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 1 3/23/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL. INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Ray Thrall USI Insurance Services LLC PHONEo, g49-790-9423 484-652-5069 (AfCMAILExt ; �FAx_{A/C, No ; Lic # OG11911 ADDRESS: raymond.thrall@usi.com 38 Discovery, Suite 250 - INSURER(S) AFFORDING COVERAGE NAIC a Irvine, CA 92618 INSURER nsuN-Prenis`iranceAllianceofCA 36684 INSURED INSURER B : Capitol Specialty Insurance Corporation --—tu 110328 Wayfinders Supportive Solutions Mutual 23035 fka: Community Service Programs, Inc. INSURER C : Liberty Fire m re insurCopany -"I — 22292 1221 E. Dyer Rd,, Suite 120 INSURER D ; H.—Y., Inauranee Company NONE - -- ---- --- — — Santa Ana, CA 92705-5700 INSURER E ; Non Pro61s United — - ---- 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 CONTRACTOR 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 INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF MMIDDlYYYY POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 201712069NPO 10101/2017 10/01/201 EACH OCCURRENCE $1 000 000 CLAIMS -MADE X OCCl1R NIL Deductible _ DAMAGE TO RENTED PREMISES (Ea occurrencei_ $500,000 MED EXP (Ary one person) s20 00O X Sexual Abuse $1 M/$1 M APPRO ED AS TO X Professional $1M/$3M PERSONAL BADVINJURY s1,000 000 t �: �y� ICHAEL E. GA ES � `� 11 GEN'L AGGREGATE LIMIT APPLIES PER: �I POLICY D PRO - I LOC GENERAL AGGREGATE s3,000,000 PRODUCTS-COMPIOPAGG s3,000,000 $ OTHER: CITY N TORN Y E AUTOMOBILE LIABILITY 2184 Cx fY F 18 07/01 /201 COMBINED SINGLE LIMIT Eaaccidenl S5,000,000 BODILY INJURY (Per person) S X ANY AUTO $500 COMP DED. _ X OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY $500 COLL. DIED BODILY INJURY (Per accident) S PROPERTY DAMAGE -(Per accident) $ S A X UMBRELLA LIAB EXCESS LIAB X occuR I CLAIMS -MADE 201712069UMBNPO 3/20/2018 1010112018, EACH OCCURRENCE AGGREGATE $10 000 000 --r -- $10,000,000_ I XI DED RETENTION$10,000 OCC/AGG $5 000 000 B 1 HS20182110201 3/20/2018 03/20/2019, C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTNE -- OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) N I A X WC26414439070217 10/01/2017 10/01/201 X PER OTH- T_U.TE_ .-- E.L. EACH ACCIDENT $1 000,000 E.L. DISEASE- EA EMPLOYEE $1 000 000 If yes, describe under DESCRIPTION OFOPERATIONSbelow E.L. DISEASE -POLICY LIMIT 51,000,000 D Property FZ3988043905 10/0112017 10101/2018 $1,386,071 Limit. $1,000 Deductible. DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, rnay be attached if more space is required) RE: 7291 Talbert Ave., Huntington Beach, CA 92648. The City of Huntington Beach is named as an additional Insured for the General Liability policy, covering both ongoing and completed operations, using this specific wording: The City of Huntington Beach, its officers, elected or appointed officials, employees, agents, and volunteers. The umbrella and excess coverage does drop down per occurrence and in the aggregate for general liability, sexual misconduct, and professional liability. GEK I IFIGA I E HULDEK GANCELLAI IUN City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Office of Business Development ACCORDANCE WITH THE POLICY PROVISIONS: 2000 Main St. Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. Item 3. - 52 ") 1 Of 1 The ACORD name and logo are r HB8 arks of ACORD 5/M22753355 -2' RGTJG COMMUSER6 DATE(MMIDOtYYYYI ACORD.. EVIDENCE OF PROPERTY INSURANCE 1 1211212017 THIS EVIDENCE OF PROPERTY INSURANCE ES ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY IPHONE COMPANY 1.11 — �_.,. 949-790-9423 E USI Insurance Services I.LC Lic # OG11911 38 Discovery, Suite 250 Irvine, CA 92618 FAX C No 484-652.5069 ADDRESS: raymond.thrall@usl.com Wv_ CODE: I SUB CODE: -Lk AVLIYLT 834176 CUSTOMER ID q: INSURED Wayfinders Supportive Solutions fka: Community Service Programs, Inc. 1221 E. Dyer Rd., Suite 120 Santa Ana, CA 92705.5700 PRr]PFRTY INT:nRuIATInN LOCATI ONID ESCRIPTiON 7291 Talbert Ave., Duntington Beach, CA 92648 Hanover Insurance Company LOAN NUMBER OLICY NUMBER FZ3988043905 EFFECTIVE DATE EXPIRATION DATE �l _ 10l01117 10101/10I01l18 j TERMINATED IFCHECKED THIS REPLACES PRIOR EVIDENCE DATED 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 EVIDENCE OF PROPERTY INSURANCE 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. COVERAGE INFORMATION COVERAGEIPERILSIFORMS I _ AMOUNT OF INSURANCE DEDUCTIBLE Blkt. Bldg,Special Periis,Replacement Cost,100% Coinsurance 2,216,356 11,000. Blanket Business Personal Property, RCV, Special Perils 1,346,931 1,000 Business Income, 50% Coinsurance, 24 months. 372,000 72 Hours Building Code Upgrade 50,000 1,000 REMARKS (Including Special conditions) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 411111TInNAI INTEREST NAME AND ADDRESS : MORTGAGEE �X) ADDITIONAL INSURED City of Huntington Beach - f LOSSP'YFE Community Services department LOAN# 2000 Main St. _ Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE _ T ACORD 27 (2009112) 1 of 1 S 917462 @ 1993-2009 ACORD CORPORATION. All '-'- - - - - The ACORD name an, KB -8�-:gistered marks of ACORD RGT3G Item 3. - 53 POLICY NUMBER: 2017-12069 Named Insured: Community Service Programs, Inc, COMMERCIAL GENERAL LIABILITY CG20260413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers. I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I A. Section II -- Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, h whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you, However 1. The insurance afforded to such additional Insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0 413 B. With respect to the Insurance afforded to these additional Insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever Is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Est Insurance Services Office, Inc., 2012 Page 1of1 Item 3. - 54 HB -84- POLICY NUMBER: 2017-12069 Named Insured: Community Service Programs, Inc. COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional nsure erson(s) Or Organization(s) Location And Description Of Completed Operations The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers. 7291 Talbert Ave., Huntington Beach, CA. 92648 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II —Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "Your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted bylaw; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever Is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 of 1 HB -85- Item 3.-55 POLICY NUMBER: 2017-12069 Named Insured: Community Service Programs, Inc. COMMERCIAL GENERAL LIABILITY CG 20 110413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED -- MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): 7291 Talbert, Huntington Beach, CA 92648. Name Of Person(s) Or Organizatlon(s) (Additional Insured): The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers. Additional Premium: Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A Section it —Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and 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. 2 Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted bylaw; and 2 [f coverage provided to the additional insured is required by a contract or agreement, the insurance afforded°to such additional insured WII not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Ltmlts Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional Insured is the amount of insurance; 1. Required by the contract or agreement; or 22 Available under the applicable Limits of Insurance shown in the Declarations; whichever is less, This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG20110413 @Insurance Services Office, Inc., 2012 Item 3. - 56 HB -86- Page 1 of 1 POLICY NUMBER: 2017-12069 COMMERCIAL GENERAL LIABILITY Named Insured; Community Service Programs, Inc. CG20120413 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ I"F CAREFULLY. ADDITIONAL INSURED —STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION —PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers. information required to complete this Schedule, N not shown above, will be shown in the Declarations. I A. Section U — Who Is An Insured is amended to Include as an additional insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, 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 governmental agency or subdivision or political subdivision has issued a permit or authorization. However a. The insurance afforded to such additional insured only applies to the extent permitted bylaw; and b. It coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. This insurance does not apply to: a. `Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b, "Bodily injury" or "properly damage" included within the "products -completed operations hazard". B. With respect to the insurance afforded to these additional insureds, the following is added to Section III —Limits Of Insurance: it coverage provided to the additional Insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG20120413 Q Insurance Services Office, Inc., 2012 HB -87- Page t of 1 Item 3.-57 EM ® NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Heod for Insurance. A Heart for Nonprofits, COMMERCIAL UMBRELLA POLICY THIS POLICY PROVIDES COVERAGE ON A CLAIMS MADE BASIS UNDER COVERAGE A IF THE SCHEDULED UNDERLYING POLICY PROVIDES CLAIMS MADE COVERAGE. IF COVERAGE IS SO PROVIDED ON A CLAIMS MADE BASIS, IT APPLIES ONLY TO CLAIMS MADE AGAINST AN INSURED DURING THE POLICY PERIOD OR EXTENDED REPORTING PERIOD, IF APPLICABLE. PLEASE READ CAREFULLY, Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we," "us" and "our" refer to the Company providing this insurance. Other words and phrases that appear in bold print have special meanings found in Section VI - DEFINITIONS, I. INSURING AGREEMENTS We, the Company, in return for the payment of the premium, agree with you, as follows: A, Coverage A -- Excess Liability Insurance (Following Form) Coverage A is excess insurance and follows the underlying insurance except as otherwise stated in this policy. We will pay, on behalf of the insured, sums in excess of the amount payable under the terms of any Underlying Insurance as stated in the Schedule of Underlying Insurance, that the insured becomes legally obligated to pay as damages because of injury or damage to which this insurance applies. Coverage A is subject to the same terms, conditions, warranties, agreements, exclusions and definitions as the Underlying Insurance except as otherwise provided in this policy; provided, however, that in no event will this insurance apply unless the Underlying Insurance applies or would apply but for the exhaustion of its applicable Limit of Liability. B., Coverage�B'--.UmbreNA-_Occurrence Based, Liability Coverage Over Retained -Limit Coverage B is excess- insurance over aself— insured retention. Coverage- B applies only. to exposures-whicFi.are not cpyere - (f by Coverage_ A - and are not.-otherwise-_ezclUded by this policy or - any of the'underlying policies: We will pay; on behalf==of the_ insured;„damages With respect to..liability for loss in, excess:of the Retained Limit asp specified in Item 4(d) of the Declarations; or ,the, amount payable' bj%;'any° other insurance; V�?hichever V is _greater, `tap to the applicable Llritits of Insurance shown In the. Declarations when 'llabllity ' is-- s imposed on the insured by law or when liability is assumed by the insured under an insured contract because of: I. bodily injury or property damage which occurs during the Policy Period and is caused by an occurrence; and 2, personal injury or advertising injury to which this coverage applies; caused by an occurrence committed during the Policy Period. Coverage B will NOT apply to any loss for which insurance is afforded under Coverage A or which arises out of subjects of insurance or exposures to loss for which Underlying Policies are required to be maintained under Section V - CONDITIONS, I. MAINTENANCE OF SCHEDULED UNDERLYING INSURANCE. C Extended Reporting (Applicable to Coverage A Only) 1. Extended Reporting Periods If Scheduled Underlying Policy(ies) provide coverage on a claims made basis then, as set forth in Section I, paragraph A above, this policy provides coverage on a claims made basis and: a. We will provide a Basic Extended Reporting Period as described in subparagraph 2 below and, if you purchase it, a Supplemental Extended Reporting Period as described in subparagraph 3 below, IF, i) this insurance is cancelled or not renewed; or J) we renew or replace this insurance with other insurance that: (a) has a Retroactive Date later than the Retroactive Date shown in the Declarations of this policy; or (b) does NOT apply to injury or damage on a claims made basis. Page 1 of 13 Item 3. - 58 "" HB -88- NONPROFITS INSURANCE USEMW ALLIANCE Of' CALIFORNIA A Head for Insurance. A Heart for Nonprofits. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefomonprorts.org BUSINESS AUTO COVERAGE PART DECLARATIONS PRODUCER: USI Insurance Services LLC 21700 Oxnard Street, Suite 1200 Woodland Hills, CA 91367 Item One: NAME OF INSURED AND MAILING ADDRESS: Community Service Programs, Inc. 1221 East Dyer, Road, Suite 120 Santa Ana, CA 92705 POLICY NUMBER: 2017-12069 RENEWAL OF NUMBER: 2016-12069 POLICY PERIOD: FROM 10/01/2017 TO 10101/2018 AT 12:01 A,M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Provides counseling to youth and shelter IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY, Item Two: SCHEDULE OF COVERAGES AND COVERED AUTOS. This policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those ..autos" shown as covered "autos", "Autos" are shown as covered "autos" for a particular coverage by the entry of one or more of the symbols from the COVERED AUTOS Section of the Business Auto Coverage Form next to the name of the coverage, COVERED AUTOS LIMIT COVERAGES Eth AUTOS Secb000flham THE MOST WE WILL PAY FOR ANY PREMIUM COVERED business Aulo Coverage Form shows ONE ACCIDENT OR LOSS "ich autos are covered autos. LIABILITY CSL 1 $1,000,000 $3,576 HIRED AUTO INCLUDED INCLUDED $100 NONOWNED AUTO INCLUDED INCLUDED $250 AUTO MEDICAL PAYMENTS 2 $2,000 $192 UNINSURED MOTORIST 2 $1,000,000 $246 COMPREHENSIVE Actual O COVERAGE 2, cash value or a� a $774 o r.. or bnooy. sa hEu r'- s"`TE" cost of repair THRREEfYb.camr>,ea whichever $500 COLLISION 2' (minus ° Q 0gea v COVERAGE $500 1.eaclwes�s�a8e ITEM $1,083 a THREE fx MN a 4xraw OWING AND LABOR N/A $N1Afor each disablement ofaprivate passenger "auto" N/A ESTIMATED TOTAL PREMIUM $6,221 FORMS AND ENDORSEMENTS APPLICABLE TO THIS COVERAGE PART AND MADE PART OF THIS POLICY AT THE TIME OF ISSUANCE: CA 00 01 10 13, CA 00 29 12 88, CA Oi 43 05 07, CA 03 05 02 97, CA 04 44 10 13, CA 20 01 10 13, CA 20 54 10 13, CA 20 55 10 13, CA 21 54 03 06, CA 2171 01 68, CA 23 84 10 13, CA 23 85 10 13, CA 99 03 03 06, CA 99 23 10 13, CA 99 33 10 13, CA 99 34 10 13, IL U 001 09 032 NIAC-Al 03 91, THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. Notice: This risk pooling contract is issued by a pooling arrangement authorized by California Corporations Code Section 5005.1. The pooling arrangement is not subject to all of the insurance laws of the State of California and is not subject to regulation by the Insurance Commissioner. Insurance guaranty funds are not available to pay claims in the event the risk pool becomes insolvent, (� COUNTERSIGNED: 09/28/2017 BY NIAC - AL KB -89-'"AUTHORIZED REPRESENTATIVE Item 3. - 59 NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance, A Heart for Nonprofits. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insuraricefornonprofits.org NONPROFITS OWN COMMERCIAL LINES COMMON POLICY DECLARATIONS PRODUCER: POLICY NUMBER: 2017-12069 US[ Insurance Services LLC RENEWAL OF NUMBER: 2016-12069 21700 Oxnard Street, Suite 1200 Woodland Hills, CA 91367 NAME OF INSURED AND MAILING ADDRESS - Community Service Programs, Inc: 1221 East Dyer Road, Suite 120 Santa Ana, CA 92705 POLICY PERIOD: FROM 10/01/2017 TO 10/01/2018 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Provides counseling to youth and shelter IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED, THESE PREMIUMS MAY BE SUBJECT TO ADJUSTMENT. PREMIUM COMMERCIAL GENERAL LIABILITY COVERAGE PART- OCCURRENCE $7,931 COMMERCIAL. AUTO LIABILITY COVERAGE PART ..... --.......... $4,362 COMMERCIAL AUTO PHYSICAL DAMAGE COVERAGE PART ............. . ...... $1,857 IMPROPER SEXUAL CONDUCT COVERAGE PART ..... $5,800 SOCIAL SERVICE PROFESSIONAL COVERAGE PART. .................... $5,356 COMMERCIAL LIQUOR LIABILITY COVERAGE PART ....., „ ,,.... INCLUDED TERRORISM COVERAGE (Certified Acts) ......... ... Not Covered TOTAL: $25,306 FORM(S) AND ENDORSEMENT(S) MADE A PART OF THIS POLICY AT TIME OF ISSUE:* SCHEDULE Al CG 00 01 04 13 CG 00 33 04 13 CG 20 10 04 13 CG 20 11 04 '13 CG 20 12 04 13 CG 20 18 04 13 CG 20 20 11 85 CG 20 21 07 98 CG 20 26 04 13 CG 20 34 04 13 CG 20 37 04 13 CG 21 09 06 15 CG 21 16 s 04 13 CG 21 73 01 15 CG 22 40 01 96 CG 22 52 10 93 CG 22 7111 85 CG 24 07 01 96 CG 25 04 05 09 CG 77 94 04 93 IL. 00 17 11 9B IL 02 70 09 12 SCHEDULE Al NIAC-AL,-NPO SCHEDULE Al NIAC-El1 07 92 NIAC-E12 05 92 NIAC-E15 01 '17 NIAC-E22 08 95 NIAC-E25 12 15 NIAC-E26 04 17 NIAC-E28 01 99 NIAC.-E29 12 09 NIAC-E3 01 17 SCHEDULE Al NIAC-E33 01 17 NIAC-E42 01 17 NIAC-E44 04 07 NIAC-E5 07 15 NIAC-E52 07 13 NIAC-E56 01 17 SCHEDULE Al NIAC-E59 02 12 NIAC-E6 02 07 NIAC-E60 07 12 NIAC-E61 02 17 NIAC-E7 10 04 NIAC-E70 12 15 NIAC-E72 01 17 NIAC-E74 03 14 NIAC-GL-NPO SCHEDULE Al NIAC-LL-NPO NIAC-NPO-001 01 17 NIAC-SC-NPO NIAC-X1 01 17 SCHEDULE BA 01 80 SCHEDULE G 01 80 SCHEDULE L 01 80 *OMITS APPLICABLE FORMS AND ENDORSEMENTS IF SHOWN IN SPECIFIC COVERAGE PART 1 COVERAGE FORM DECLARATIONS. COUNTERSIGNED: 09/28/2017 BY (AUTHORIZED REPRESENTATIVE) THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORMA PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. Notice: This risk pooling contract is issued by a pooling arrangement authorized by California Corporations Code Section 50051. The pooling arrangement is not subject to all of the insurance laws of the State of California and is not subject to regulation by the Insurance Commissioner. Insurance guaranty funds are not available to pay claims in the event the risk pool becomes insolvent. Item 3. - 60 H B -90- (00494 - DB) NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head far Insurance, A Heart for Nonpraflts. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefornonprofits.org COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS PRODUCER: USI Insurance Services LLC 21700 Oxnard Street, Suite 1200 Woodland Hills, CA 91367 NAME OF INSURED AND MAILING ADDRESS: Community Service Programs, Inc. 1221 East Dyer Road, Suite 120 Santa Ana, CA 92705 POLICY NUMBER: 2017-12069 RENEWAL OF NUMBER: 2016-12069 POLICY PERIOD: FROM 10/01/2017 TO 10/01/2018 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Provides counseling to youth and shelter IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL, THE, TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE. THE COVERAGE AS STATED IN THIS POLICY, LIMITS OF COVERAGE: GENERAL AGGREGATE LIMIT (OTHER THAN PRODUCTS - COMPLETED OPERATIONS) $3,000,000 PRODUCTS - COMPLETED OPERATIONS AGGREGATE LIMIT .......................... $3,000,000 PERSONAL AND ADVERTISING INJURY LIMIT .......... ........... ....... -- ............ .... $1,000,000 EACH OCCURRENCE LIMIT................................................................................ $1,000,000 DAMAGE TO PREMISES RENTED TO YOU ........................ $500 000any one premises SOCIAL SERVICE PROFESSIONAL COVERAGE PART ................................... $3,000,000 MEDICAL EXPENSE LIMIT ................. ........................... -- ............ --........ $20, 000 any one person ADDITIONAL COVERAGES: EMPLOYEE BENEFITS LIABILITY Retroactive Date: 10/1/2005 INCLUDED (EMPLOYEE BENEFITS LIABILITY IS A CLAIMS MADE FORM. LIMITS ARE INCLUDED IN THE GENERAL AGGREGATE AND EACH OCCURRENCE LIMIT LISTED ABOVE) CLASSIFICATION(S) SEE ATTACHED SUPPLEMENTAL. DECLARATIONS SCHEDULE G PREMIUM $13,287 FORMS AND ENDORSEMENTS APPLICABLE TO THIS POLICY ARE INCLUDED IN COMMERCIAL LINES COMMMON POLICY DECLARATIONS e /a . COUNTERSIGNED: 09/28/2017 BY (AUTHORIZED REPRESENTATIVE) THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. NIAC - GL KB -9 I - Item 3. - 61 NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart for Nonprofits, NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefornonprofits.org IIMPROPER SEXUAL CONDUCT AND PHYSICAL ABUSE LIABILITY COVERAGE PART DECLARATIONS I PRODUCER: USI Insurance Services LLC 21700 Oxnard Street, Suite 1200 Woodland Hills, CA 91367 NAME OF INSURED AND MAILING ADDRESS: Community Service Programs, Inc. 1221 East Dyer Road, Suite 120 Santa Ana, CA 92705 POLICY NUMBER. 2017-12069-NPO RENEWAL OF NUMBER: 2016-12069-NPO POLICY PERIOD: FROM 10/1/2017 TO 10/11/2018 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Provides counseling to youth and shelter IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. LIMITS OF COVERAGE: PREMIUM GENERAL AGGREGATE LIMIT ...... - ............. -- ........................... $1,000,000 $5,800 EACH CLAIM LIMIT.. ........... ........ ............ ......... .................... $1,000,000 NOTE: The limit of liability available to pay judgements or settlements shall be reduced by amounts incurred for Defense Costs. TOTAL PREMIUM: $5,800 FORMS AND ENDORSEMENTS APPLICABLE TO THIS COVERAGE PART' AND MADE PART OF THIS POLICY AT THE TIME OF ISSUANCE: NIAC-E57 02 12, NIAC-ISCET 04 15, COUNTERSIGNED: BY (AUTHORIZED REPRESENTATIVE) THESE IONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY, Item 3. - 621Po HB -92- NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart for Nonprofits. PRODUCER: NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefornonprofits.org SOCIAL SERVICE PROFESSIONAL COVERAGE FORM DECLARATIONS USI Insurance: Services LL.0 21700 Oxnard Street, Suite 1200 Woodland Hills, CA 91367 NAME OF INSURED AND MAILING ADDRESS: Community Service Programs, Inc: 1221 East Dyer Road, Suite 120 Santa Ana, CA 92705 POLICY PERIOD: FROM 1011/2017 TO 10/1/2018 POLICY NUMBER: 2017-12069 RENEWAL, OF NUMBER: 2016-12069 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Provides counseling to youth and shelter IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY, LIMITS OF COVERAGE: PREMIUM SOCIAL SERVICE PROFESSIONAL AGGREGATE LIMIT $3,000,000 $5,356 SOCIAL SERVICE PROFESSIONAL EACH EVENT LIMIT $1,000,000 TOTAL PREMIUM: $5,356 FORMS AND ENDORSEMENTS APPLICABLE TO THIS COVERAGE PART AND MADE PART OF THIS POLICY AT THE TIME OF ISSUANCE: NIAC-E02 01 17, NIAC-E32 01 17, COUNTERSIGNED: BY (AUTHORIZED REPRESENTATIVE) THESE DECLARATIONS AND THE COMMON POLICY DECLARATIONS, IF APPLICABLE, TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY, Notice: This risk pooling contract is issued by a pooling arrangement authorized by California Corporations Code Section 5005.1. The pooling arrangement is not subject to all of the insurance laws of the State of California and is not subject to regulation by the Insurance Commissioner. Insurance guaranty funds are not available to pay claims in the event the risk pool becomes insolvent. NIAC-SSP HB -93- Item 3. - 63 City of Huntington Beach 2000 Main Street e Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk April 18, 2018 Ronnetta Johnson Executive Director Waymakers 1221 East Dyer Road, Suite 120 Santa Ana, CA 92705 Dear Ms. Johnson: Enclosed is a copy of the fully executed "Lease and Management Agreement between the City of Huntington Beach and Waymakers for the operation of the Huntington Beach Youth Shelter located at 7291 Talbert Avenue." Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 • www•huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk April 18, 2018 Elsa Greenfield Program Director Waymakers/Huntington Beach Youth Shelter Dear Ms. Greenfield: Enclosed is a copy of the fully executed "Lease and Management Agreement between the City of Huntington Beach and Waymakers for the operation of the Huntington Beach Youth Shelter located at 7291 Talbert Avenue." Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure )�C / st', Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand