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HomeMy WebLinkAbout2020-228-E Housing - Nan McKay HCV program consultant DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 [Departmental Use Only] TITLE Nan McKay Remote Work FY 20-21 NORTH CAROLINA NAN MCKAY SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 9th day of March, 2021, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Nan McKay, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Provide contract services to Orange County Housing Authority to administer aspects of the Housing Choice Voucher program that were previously under the scope of the housing specialist positions. i) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. in) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. 1) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised 11/19 1 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. n) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. ii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications,or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. m) In determining the Basic Services to be provided, should any documents be referenced in this Agreement,the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out and/or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation.If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign and/or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount Revised 11/19 2 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provided in Exhibit A 4. Duration of Services a. Term. The term of this Agreement shall be from March 23, 2020 to March 22, 2021. b. Scheduling of Services. 1) The Provider shall schedule and perform its activities in a timely manner. n) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime,as necessary,to perform its services in accordance with the approved project schedule at no additional cost to the County. i i) The Commencement Date for the Provider's Basic Services shall be March 23, 2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County)performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed one hundred and fifty three dollars per file and ten dollard per PIC submission Dollars ($153 per file and $10 per PIC submission). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement,County may,without fault or penalty,withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County Revised 11/19 3 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 a. Cooperation and Coordination. The County has designated (Emila Sutton, Orange County Housing and Community Services Director) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon thirty(30) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable Revised 11/19 4 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 actions to remedy the breach. The Provider shall give the County thirty(30) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. 1) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. u) Should this Agreement be terminated, the Provider shall deliver to the County within thirty(30)days,at no additional cost,all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at htip://www.orangecounty!lc.gov/departments/purchasing division/contracts.php.) Any Revised 11/19 5 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution.Any and all suits or actions to enforce,interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations,representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents,items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement,then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Si ng atures. This Agreement together with any amendments or modifications may be Revised 11/19 6 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Emila Sutton Nan McKay and Associates P.O. Box 8181 1810 Gillespie Way Ste 202 Hillsborough,NC 27278 El Cajon, CA 92020 [SIGNATURE PAGE TO FOLLOW] Revised 11/19 7 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: 1DocuSigned by: 6KAA�L, 6B DocuSigned by:LiBy'- 06379946755E477... By bvio' {�'s 3/10/2020 Orange County Manager MBOA465DNA493... Dorian Jenkins Vice President of Program Management Printed Name and Title Revised 11/19 8 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 Exhibit A Scope of Services NMA will perform remote HCV case management services to include: ■ Initiate annual recert process 95-120 days before effective date ■ Complete transactions via mail, email, or fax ■ Contact client regarding missing documents(e.g. follow up calls, emails, and letters/notifications) ■ Transfer completed documents to OCHCD in digital format ■ Conduct thorough review of Application for Continued Eligibility(ACE) Annual Follow HUD's verification hierarchy to verify income and assets Recertifications ■ Complete calculations ■ Determine if repayment agreement(RPA)is needed; if so,refer to OCHCD ■ As applicable, communicate outcomes via NMA's portal, email,and mail at least thirty(30) days before the transaction effective date ■ Document all transactions in NMA's tracking tool and OCHCD's software system ...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... DocuSignEnvelope ID:5F7D644C-4F40-44B4-A535-1E45695749C4 ............................................................................................................................................................................................................................................................................................ ■ Submit reporting to PIC(Note:this service is available upon request for an additional charge of$10 per transmission) ........................................................................................................................................................... ........................ .............................................................................................................................................................................................................................. ................... ■ Receive interim and rent increase requests via mail, email, fax,or uploaded from OCHCD Interim Determine rent reasonableness (rent increase requests) Recertifications Complete transaction within thirty(30)days of receiving all information needed Rent Increases Update all applicable systems with file memos detailing the transaction status ....................................................................................................................................................................... .......................................................................................................................................................................................................................................................................................................................... ........................................ m Receive move requests via mail, email, fax or uploaded from OCHCD ■ Review file to determine if client is approved to move or a required move Moves Follow OCHCD process to issue voucher and process RTA and HAP contract ................................................................................................................................................................................... ..................................................................................................................................................................................................................................................................................................................................................................... ■ Follow all OCHCD administrative plan procedures for issuing notices of intent to terminate(ITT) ■ Conduct supervisory and OCHCD review of ITTs prior to issuance ■ Enter detailed notes into NMA's ITT tracking tool and OCHCD's software Issue & Monitor ITTs system ■ Provide biweekly report of ITTs submitted to OCHCD for review and approval ■ As applicable,process terminations and submit supporting documents to OCHCD according to digital file protocol .........................................................................................................................................................................----....................................- .......................................................................................................................... .......... Quality Control Conduct quality control(QC)review of calculations ■ Verify HUD's verification hierarchy followed throughout process ...................................................................................................................................................................................- .......... .......... ........................................................................................................................ m Provide biweekly processing reports to OCHCD Reports & Program Conduct biweekly update calls with OCHCD and provide meeting minutes Updates following each session ■ Upon request,provide status reports more frequently or with alternate details .............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. OCHCD The NMA team will use OCHCD's forms, letters, systems, and email Representation addresses .............................................................................................................................................................................................................................................................................................................................................................................................................................................................. DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 3/10/2020 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 rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Spectrum Risk Management NAME: Account Mana er 74 Discovery �,�"o Ext: 949-756-5730 ivc No): 949-756-5740 Irvine, CA 92618 E-MAIL ADDRESS: Office s ectrumrisk.com INSURER(S)AFFORDING COVERAGE NAIC# www.spectrumrisk.com OC77485 INSURER A: Continental Casualty Company 20443 INSURED INSURER B: Berkshire Hathaway Homestate Ins Co 20044 Nan Mckay and Associates, Inc. INSURERC: The Hanover Insurance Company 22292 1810 Gillespie Way#202 El Cajon CA 92020 INSURER D: Aspen American Insurance Company 43460 INSURER E: Valley Fore Insurance Company 20508 INSURER F: COVERAGES CERTIFICATE NUMBER: 54533655 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A COMMERCIAL GENERAL LIABILITY ✓ 5094620901 9/25/2019 9/25/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE 7 OCCUR PREM SESOEa occurrDence $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO JECT ❑ LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ E AUTOMOBILE LIABILITY 6025383632 9/25/2019 9/25/2020 E° BINEDt SINGLE LIMIT $1,000,000 ✓ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A ✓ UMBRELLALIAB OCCUR 5094621188 9/25/2019 9/25/2020 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED ✓ RETENTION$10,000 $ B WORKERS COMPENSATION ✓ NAWC009748 9/25/2019 9/25/2020 �/ STATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1 000 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liability 596375059 9/25/2019 9/25/2020 $5,000,000 Per claim/Agg.Retention$25K A Network Security/Privacy/Media Liab 652009897 9/25/2019 9/25/2020 $3,000,000 Per claim/Agg.-Retention$10K C Crime coverage-Client Property BD3 1007035 07 5/4/2019 5/4/2020 $1,000,000 limit/Retention$1 OK D Employment Practices Liab-3rd party DSUMLP00219720 1/15/2020 1/15/2021 $1,000,000 Each claim-Retention$75K DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Housing&Community Development Director Department of Housing&Community Development Orange County Government are additional insureds with respect to the general liability per the attached carrier form.Waiver of subrogation applies to the worker's compensation per the attached carrier form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Housing & Community Development Director THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Department of Housing &Community Development ACCORDANCE WITH THE POLICY PROVISIONS. Orange County Government PO BOX 8181 300 West T ron Street AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 Jim Waterhouse ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 54533655 1 19-20 ALL LINES, 20-21 EPL I Ginnie Bustamante 1 3/10/2020 9:14:12 AM (PDT) I Page 1 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 CNA S(Ed. 6 16) 5094620901 BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of "written contract." II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Injury—Discrimination or Humiliation F. Personal and Advertising Injury—Broadened Eviction G. Waiver of Subrogation-Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or"property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F(6-16) Page 1 of 7 Copyright,CNA All Rights Reserved. 54533655 1 19-20 ALL LINES, 20-21 EPL I Ginnie Bustamante 1 3/10/2020 9:14:12 AM (PDT) I Page 2 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 CNA S(Ed. 6 16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract"; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations N hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by s paragraph 3.j. below. 0 Any coverage granted by this endorsement shall apply only to the extent permitted by law. N 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F(6-16) Page 2 of 7 Copyright,CNA All Rights Reserved. 54533655 1 19-20 ALL LINES, 20-21 EPL I Ginnie Bustamante 1 3/10/2020 9:14:12 AM (PDT) I Page 3 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 CNA S(Ed. 6 16) b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury", "property damage" or "personal and advertising injury" as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury", "property damage" or"personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or SB146932F(6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. 54533655 1 19-20 ALL LINES, 20-21 EPL I Ginnie Bustamante 1 3/10/2020 9:14:12 AM (PDT) I Page 4 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 CNA S(Ed. 6 16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or"property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For"bodily injury," "property damage," or"personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision(2)does not apply to such "bodily injury" or"property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or"property damage"; or N (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE s 0 With respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: _ "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F(6-16) Page 4 of 7 Copyright,CNA All Rights Reserved. 54533655 1 19-20 ALL LINES, 20-21 EPL Ginnie Bustamante 3/10/2020 9:14:12 AM (PDT) I Page 5 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 CNA S(Ed. 6 16) (1) The "bodily injury" or"property damage"; or (2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. D. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F(6-16) Page 5 of 7 Copyright,CNA All Rights Reserved. 54533655 1 19-20 ALL LINES, 20-21 EPL I Ginnie Bustamante 1 3/10/2020 9:14:12 AM (PDT) I Page 6 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 CNA S(Ed. 6 16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c,d,e,f,g, h, i, k, I, m, in,and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. N r s 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability s And Medical Expenses Limits Of Insurance is replaced by the following: 0 0 The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB146932F(6-16) Page 6 of 7 Copyright,CNA All Rights Reserved. 54533655 1 19-20 ALL LINES, 20-21 EPL Ginnie Bustamante 3/10/2020 9:14:12 AM (PDT) I Page 7 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 CNA S(Ed. 6 16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F(6-16) Page 7 of 7 Copyright,CNA All Rights Reserved. 54533655 1 19-20 ALL LINES, 20-21 EPL I Ginnie Bustamante 1 3/10/2020 9:14:12 AM (PDT) I Page 8 of 9 DocuSign Envelope ID:5F7D644C-4F40-44B4-A535-1 E45695749C4 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10B (Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE BLANKET WAIVER Person/Organization Blanket Waiver— Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/25/2019 Policy No. NAWC009748 Endorsement No. Insured Nan Mckay and Associates, Inc. Premium$ Insurance Company Berkshire Hathaway Homestate Ins Co Countersigned by WC 99 04 10B (Ed.9-14) 54533655 1 19-20 ALL LINES, 20-21 EPL I Ginnie Bustamante 1 3/10/2020 9:14:12 AM (PDT) I Page 9 of 9