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24-120.00FrontierBehavioralHealthHomelessOutreachServicesProgram S Contract No.24-120 CITY OF SPOKANE VALLEY AGREEMENT FOR HOMELESS OUTREACH SERVICES Provider: Frontier Behavioral Health Project/Services: Homeless Outreach Services Program Amount: $200,419.00 Contract#: 24-120 Term Period: 11111 To June 30, 2025 THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter"City" and Frontier Behavioral Health, hereinafter"Frontier,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Work to Be Performed. Frontier shall provide all labor,services,and material to satisfactorily complete the Scope of Services,attached as Exhibit A. A.Administration. The City Manager or designee shall administer and be the primary contact for Frontier. Prior to commencement of work, Frontier shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon date of execution of this agreement, Frontier shall commence work, perform the requested tasks in the Scope of Services, and upon notice of the City Manager or designee, stop work, and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Frontier in entering into this Agreement. By execution of this Agreement, Frontier represents it possesses the ability,skill,and resources necessary to perform the work and is familiar with all current laws,rules,and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Frontier represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Frontier shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Frontier shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Frontier shall exercise the degree of skill and diligence normally employed Page 1 of 15 Contract No.24-120 by professionals engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Frontier shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Frontier's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Frontier shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution by the Parties and shall remain in effect through June 30,2025("Initial Term"),unless terminated earlier as provided herein. The Initial Term may be extended upon approval of City Council and written agreement of the Parties. Either Party may terminate this Agreement for convenience before the expiration of the Initial Term,or any extension thereof,by providing 60 days written notice to the other Party.In the event of termination without breach,City shall pay Frontier for all work previously authorized and satisfactorily performed prior to the termination date. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. The non-breaching Party may extend the time to cure beyond 10 days at its sole discretion. 3. Compensation. City agrees to reimburse Frontier for out-of-pocket costs incurred and expensed in an amount not to exceed$200,419.00 USD inclusive of any applicable sales tax. Frontier shall submit monthly requests for reimbursement of actual allowable costs incurred and expended in performance of this agreement and in accordance with the Scope of Services (Exhibit A) and in accordance with the agreed upon Budget identified in Exhibit B attached hereto. Requests for reimbursement shall be submitted with a summary/cover sheet,a detailed description of the services,goods, or other costs incurred and expended, as well as copies of the invoices and receipts and proof of payment for which Frontier is requesting reimbursement. For any payroll related reimbursement requests, a description of the work performed for the hours being requested must be submitted, along with any timesheets or similar payroll documents. Unless the Initial Term is extended, qualified expenditures shall be incurred between the Effective date of this Agreement,and June 30,2025,and paid by Frontier no later than July 30,2025. Frontier shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment for such services. 4. Payment. Frontier shall be paid monthly upon presentation of a reimbursement request. The request, cover sheet, proof of expenses and payment documentation shall be submitted to the Accounting and Finance Program Manager at the address listed in section 5, or submitted electronically to accountspayable(d)spokanevalleywa.gov. Instructions shall be provided to Frontier within fifteen(15)days of the execution of this agreement. Frontier shall submit the final reimbursement request, supporting documentation, and any outstanding deliverables, as specified in the Scope of Services (Exhibit A) and Budget (Exhibit B), within sixty (60) Page 2 of 15 Contract No.24-120 days of the date this Agreement expires or is terminated. If Frontier's final request, supporting documentation and reports are not submitted by that day,the City will be relieved of all liability for payment to Frontier of that reimbursement request or any subsequent request. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO FRONTIER: Name:Marci Patterson,City Clerk Name: Kelli Miller,MPA,Interim CEO Phone: (509)720-5000 Phone: (509)990-0654 Address: 10210 East Sprague Avenue Address:107 South Division Spokane Valley,WA 99206 Spokane, WA 99202 6.Applicable Laws and Standards. The Parties, in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws and regulations. Frontier states that its rendering of services shall conform to all federal, state, and local laws and regulations, including but not limited to compliance with required safety protocols and best practices. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,Frontier certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public(federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8.Relationship of the Parties. It is understood and agreed that Frontier shall be an independent contractor Page 3 of 15 Contract No.24-120 and not the agent or employee of City,that City is interested in only the results to be achieved,and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Frontier. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Frontier. Frontier shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Frontier under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Frontier under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Frontier shall have no liability for the use of Frontier's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Frontier's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine,make excerpts or transcripts from such records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Frontier shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Frontier, its agents,representatives,employees,or subcontractors. A.Minimum Scope of Insurance. Frontier's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Frontier's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4.Professional liability insurance appropriate to Frontier's profession. B. Minimum Amounts of Insurance. Frontier shall maintain the following insurance limits: Page 4 of 15 Contract No. 24-120 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than$2,000,000 per claim and$2,000,000 policy aggregate limit. C. Other Insurance Provisions. Frontier's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Frontier's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Frontier's insurance and shall not contribute with it. 2.Frontier shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3.If Frontier maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Frontier,irrespective of whether such limits maintained by Frontier are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Frontier. 4. Failure on the part of Frontier to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Frontier to correct the breach, immediately terminate the Agreement,or at its sole discretion,procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Frontier from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Frontier shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Frontier shall, at its sole expense,defend, indemnify,and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability,loss, costs,attorney's fees,costs of litigation,expenses,injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Frontier, Frontier's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Page 5 of 15 Contract No.24-120 However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Frontier and the City, its officers, officials, employees, and volunteers, the Frontier's liability, including the duty and cost to defend, hereunder shall be only to the extent of Frontier's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Frontier's waiver of immunity under Industrial Insurance, Title 51,RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein,Frontier shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Frontier may,from time-to-time,receive information which is deemed by City to be confidential. Frontier shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Compliance Related to Law Enforcement Services. Frontier shall ensure that each employee of Frontier that performs work under this Agreement shall (1) undergo fingerprinting and (2) pass a background check. These requirements are to be conducted by the Spokane Valley Police Department (SVPD)or Spokane County Sheriff's Office within fifteen(15)days of the effective date of this Agreement. In the case of a new hire,Frontier shall ensure these requirements are completed within fifteen(15)days of the new employee's start date with Frontier. Upon the receipt of the successful background check, the Frontier personnel will be required to immediately complete the Criminal Justice Information Services (CJIS)training. This annual training shall be completed prior to its expiration during the duration of this Agreement, so that the Frontier staff member continues to remain in compliance with the required CJIS certification. Frontier staff shall not have access to ride in the Spokane Valley Outreach Officer's vehicle, nor perform outreach services under this Agreement if the employee is not currently in compliance with this section. 18. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Frontier shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Frontier agrees that it may, at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Frontier's services under this Agreement. Frontier further agrees that the Page 6 of 15 Contract No.24-120 Arbitrator(s)'decision therein shall be final and binding on Frontier and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration(including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 21.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor, service,or other thing of value from any person with an interest in this Agreement. 22. Business Resistration. Frontier shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 23. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, Frontier,for itself, its assignees,and successors in interest agrees as follows: A. Compliance with Regulations. Frontier shall comply with the federal laws set forth in subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Frontier,with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment. Frontier shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Frontier for work to be performed under a subcontract, including procurements of materials,or leases of equipment,each potential subcontractor or supplier shall be notified by Frontier of Frontier's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color,or national origin. D. Information and Reports. Frontier shall provide all information and reports required by the Acts,the regulations, and directives issued pursuant thereto, and shall permit access to its books, records,accounts,other sources of information,and its facilities as may be determined by the City to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Frontier is in the exclusive possession of another who fails or refuses to furnish the information, Frontier shall so certify to the City, and shall set forth what efforts it has made to obtain the information. Page 7 of 15 • Contract No. 24-120 E. Sanctions for Noncompliance. In the event of Frontier's noncompliance with the non- discrimination provisions of this Agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate,including,but not limited to: 1. Withholding payments to Frontier under the Agreement until Frontier complies; and/or 2. Cancelling,terminating,or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Frontier shall include the provisions of Section 22 of this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Frontier shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Frontier becomes involved in or is threatened with litigation by a subcontractor or supplier because of such direction,Frontier may request that the City enter into any litigation to protect the interests of the City. In addition,Frontier may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities:During the performance of this Agreement,Frontier agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.),(prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability);and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- Page 8 of 15 Contract No.24-120 aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin,and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access • to your programs(70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.). 24.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid , for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 25.Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Budget C. Performance Metrics and Reporting D.Insurance Certificates IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the last date written. CITY OF SPOKANE VALLEY Frontier: eti l�I b LN^a `t° A am^ John Ho an,City ManagOL: r B}: Kelli Miller, CEO (j (7,4 1 2_9 06/20/2024 Date Date Page 9 of 15 Contract No. 24-120 APPR VED AS 0 FORM: O f of the C. Attorney Da Page 10 of 15 Contract No.24-120 Exhibit A-Scone of Services The expectations and obligations outlined below are intended to provide services to people experiencing homelessness and services to promote recovery,resiliency,and connection to vital community services for individuals experiencing behavioral health and co-occurring challenges in addition to homelessness. Frontier obligations: • Frontier shall maintain a minimum one and a half full time employee(1.5 FTE)member team in coordination with Spokane Valley Homeless Outreach Officer(s). If at any time Frontier cannot maintain this level of service, Frontier will inform the City immediately and work to reach an agreement on a plan to increase staffing levels to the 1.5 FTE member team. • Identify needs and screen individuals experiencing homelessness,and those at imminent risk of becoming homeless. • Outreach and engagement with individuals that build relationships,provide vital connection to needed services,and assess individual needs. • Managing individual cases by connecting people to relevant community resources,benefits,and all programs or services determined to be appropriate by Frontier to assist individuals experiencing homelessness and those at risk of becoming homeless. This includes but is not limited to developing unique plans for individuals based on their specific needs. • Providing mental health treatment referrals. • Providing substance use disorder treatment referrals. • Referrals for primary health care,job training,educational services,and housing services. • Daily communication,coordination and outreach with Spokane Valley Homeless Outreach Officer(s)for this project. • Frontier will maintain cell phone access during day-to-day operations and outreach. Staff will check in with the program supervisor/lead each morning and night and keep supervisor/lead informed of daily schedule. • Maintain eligibility/access to the Community Management Information System(CMIS)to facilitate referrals;Ensure CMIS ROI is completed for clients and uploaded to CMIS;Enter relevant client notes/information into CMIS. a) Use database to participate in and inform local and regional Homeless Outreach case conferencing efforts. Page 11 of 15 Contract No.24-120 b) Initiate and manage local case conferencing in partnership with other area providers. • Use City's data collection apps during regular course of work duties. • Provide reporting as required by Exhibit C. City of Spokane Valley(City)Outreach Team obligations • Provide one or more Deputies to assist Frontier outreach personnel in delivering outreach services,whether through grant funding,other third-party funding,or through use of internal funds,so long as economically feasible as determined solely by the City;and • Assist Frontier by analyzing and,at the City's sole discretion, implementing potential technical solutions for collecting and using data regarding those served;and • Participation and assistance by the City's Housing and Homeless Coordinator on an as-needed basis Mutual obligations • Collaborative planning for each entity's outreach programs for the upcoming year,with initial discussions to occur no later than March 1 and conclude May 1 of each year so that the recommendations may be timely included in the budget planning process for the next year; and • Collaborative planning on how to prioritize calls for service when they are received by either Party; and • Regular attendance by key personnel at bi-weekly meetings between the respective outreach teams that should include a focus on effective delivery of services, safety for outreach teams,and ways to better collect,maintain,and utilize data to further the mutual goals of the Parties Page 12 of 15 Contract No.24-120 Exhibit B-Budget Frontier Behavioral Health Outreach Services Annual Budget Salary Supervisor 0.15 FTE $ 13,901 Case Manager II 1.5 FTE $ 80,777 Salary Subtotal 94,678 Benefits(30%) 28,403 Other Direct Rent Expenses(Copier/Bldg) $ Z,458 Office/Operating Supplies $ 1,565 Repairs/Maintenance $ 3,577 Transportation $ 1,417 Training $ 339 Professional Fees $ 435 Telephone/Postage $ 925 Insurance $ 258 Printing/Dues/Subscriptions $ 83 Other Direct Subtotal 11,055 Discretionary 16,195 Startup costs 8,000 Indirect(21%) 42,088 $ 200,419 NOTES: 1) Other Direct costs @$7,370 per FTE 2) Startup costs include$8,000 which includes office furniture, laptops,cellphones,etc. Benefits: Includes estimate of FICA, Retirement, Medical/Dental, Life Insurance,and other miscellaneous benefits. Discretionary: Costs associated with assisting clients in the least restrictive setting. May include temporary rental, prescription drugs, food, utilities,repairs. In no circumstance is cash advanced directly to the client. Startup Costs: Includes office furniture, laptops,cellphones, printers,etc. and is to be considered a non-recurring budget item for program initiation. Page 13 of 15 Contract No.24-120 Exhibit C—Performance Metrics and Reporting Reporting/Deliverables: Specific deliverables are noted under Scope of Services in Exhibit A, Section IV. Commencing in September 2024, Frontier will provide the following information on a quarterly basis by the 15th day following each quarter end: 1. Reports from the Community Management Information System(CMIS);Ensure CMIS ROI is completed for clients and uploaded to CMIS;ensure relevant client notes/information are entered into CMIS 2. Reports from the Frontier client database of the relevant demographic and background information of those individuals served by Frontier's outreach program, including specific needs for each individual to transition to permanent housing,referrals made, interventions provided and include: a. a report of the number of non-duplicated contacts per month;including demographic breakdown of clients served b. a report of the number of housing interventions per month including treatment, emergency shelter,transitional housing, and permanent housing In addition,Frontier shall provide the following: Upon effective date of Agreement,monthly budget and expense report until funds are expended or term of the Agreement ends. Expense report shall be due by 15th day of subsequent month after month end. These reports may be included as part of the reimbursement requests for payment of services under this Agreement. Page 14 of 15 Contract No.24-120 Exhibit D—Insurance Certificates Page 15 of 15 FRONBEH-01 KOLIVER ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/11/2024 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). PRODUCERai€/1CT Gerry Bulger Spokane Office PHONE FAX Marsh McLennan Agency LLC (NC,No,Ext):(509)363-4012 (NC,No): 501 N.Riverpoint Blvd.,Ste 403ss.Gerry.BulgerrMarshMMA.com Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIL N muses A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Frontier Behavioral Health INSURERC: 107 South Division St. INSURERD: Spokane,WA 99202 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDDIYYYYI IMMIDDIYYYY► A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X CLAIMS-MADE OCCUR X PHPK2685999 5/15/2024 5/15/2025 pREM SES(Eaxcu er>Ge) • -$ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: WA STOP GAP $ 1,000,000 A AUTOMOBILE U►BIUTY (I EOMBINdEenD SINGLE LIMIT $ 1,000,000 X ANY AUTO X PHPK2685999 5/15/2024 5/15/2025 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOSIRE� ONLY AUUTNOSWry BODILY� INJURY(Per accident) $ AUTOS ONLY _AUTO ONLY (Peer accdentDAMAGE $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE PHUB911615 5/15/2024 5/15/2025 AGGREGATE $ 4,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION PER STATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ FICERMIEMBER EXCLUDED? N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101.Additional Remarks Schedule,may be attached if more space is required) Job#1.5 FTE Street Outreach City of Spokane Valley is additional insured additional insured in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Avenue Spokane Valley,WA 99206 AUTHORIZEDZE REPRESENTATIVE `-'cy ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Labor&Industries.(https://Ini.wa.goov/) Contractors FRONTIER BEHAVIORAL HEALTH Owner or tradesperson SCOTT CRAWFORD ATTN PAYROLL 107 S DIVISION 99202 Doing business as SPOKANE,WA FRONTIER BEHAVIORAL HEALTH WA UBI No Governing persons 600 335 200 SCOTT CRAWFORD CRAIG DUNLAP; MARY GIANNINI; DONNA HALVORSON; EUGENE PATTERSON; TAD PATTERSON; TAD PETERSON; KAREN SHIELDS; PAT TERHAAR; PAT A TERHAAR; JEFFREY THOMAS; Certifications & Endorsements OMWBE Certifications No active certifications exist for this business. Apprentice Training Agent No active Washington registered apprentices exist for this business.Washington allows the use of apprentices registered with Oregon or Montana.Contact the Oregon Bureau of Labor&Industries or Montana Department of Labor &Industry to verify if this business has apprentices. Workers' Comp Do you know if the business has employees?If so,verify the business is up-to-date on workers'comp premiums. L&I Account ID Account is current. 306,702-00 Doing business as FRONTIER BEHAVIORAL HEALTH Estimated workers reported Quarter 1 of Year 2024"Greater than 100 Workers" L&I account contact T3/STEPHANIE HORNBACK(360)902-5141-Email:HOTS235@lni.wa.gov Public Works Requirements Verify the contractor is eligible to perform work on public works projects. Required Training—Effective July 1,2019 Needs to complete training. Contractor Strikes No strikes have been issued against this contractor. Contractors not allowed to bid No debarments have been issued against this contractor. Workplace Safety & Health Check for any past safety and health violations found on jobsites this business was responsible for. Inspection results date 08/25/2022 No violations Inspection no 317969724 Location 505 East North Foothills Drive Spokane,WA 99207 FRONBEH-01 KOLIVER ACORO CERTIFICATE OF LIABILITY INSURANCE [ Y'Y) DATE (M 1162025/2025 5 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). PRODUCER CONTACT Gerry Bulger NAME: Spokane Office PHONE FAX Marsh McLennan Agency LLC A/C, No, Ext): (509) 363-4012 A/C, No): 501 N. Riverpoint Blvd., Ste 403 ADoRIE , Gerry.Bulger@MarshMMA.com Spokane, WA 99202 , ..�� ------ INSURED Frontier Behavioral Health 107 South Division St. Spokane, WA 99202 INSURER E : INSURER F : rr%%11=DAnI=Q r`FDTICIf'ATF NII 111ARF0• DG\n ClrIKI AIIIIiALtGD- 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 T TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF DD POLICY EXP MM DD LIMITS A X COMMERCIAL GENERAL LIABILITY X CLAIMS DE ❑ OCCUR Retro Date 3/5/1987 X PHPK2685999-023 5/15/2025 5/15/2026 EACH OCCURRENCE $ 1,000,000 PAMAGETORISS (E.ENTED occurrencal $ 100,000 X MED EXP (Any oneperson) $ 5,000 PERSONAL $ADVINJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO- POLICY JECT LOC OTHER: GENERAL AGGREGATE 3,000,000 PRODUCTS -COMP/OP AGG 3,000,000 $ WA STOP GAP 1,000,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS p AUTOS ONLY AUTOS ONLY L X I PHPK2685999.023 5/15/2025 5/15/2026 I COMBcINdEDt SINGLE LIMIT $ 1,000,000 X BODILY INJURY Per person)$ BODILY INJURY Per accident $ PROPERTY acctlenDAMAGE $ $ A X UMBRELLA LAB EXCESS LIAR X OCCUR CLAIMS -MADE PHUB911615-023 5/15/2025 5/15/2026 - EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DIED I X RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YINSTATLITE ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Job #1.5 FTE Street Outreach City of Spokane Valley is additional insured additional insured in accordance with the terms and conditions of the policy. L.tK I IrIUA 1 C MULUCK L ANt.tLLA I IUN City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ��Q(,L'U' ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments — Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment — Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement — Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured —Vendor Included 8 Additional Insured — Franchisor Included 9 Additional Insured — When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury — includes Mental Anguish Included 11 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement: Contractual Liability SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent:, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage: to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V — DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV— COMMERCIAL. GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit' seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III -LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I— COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement —Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client' for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client' means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co - "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits —Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, Erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. L Vendors — Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not: apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8of12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (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 Sub -paragraphs (d) or (f); or (i1) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. As Required by Contract —Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds; are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) 'Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury- Mental Anguish SECTION V - DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury .- Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V - DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V - DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Business Auto Blanket Additional Insured THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE Section II - Liability Coverage - A.1. WHO IS AN INSURED provision is amended by the addition of the following: e. Any person or organization for whom you are required by an "insured contract" to name as additional insured is an "insured," subject to the following additional provisions: (1) The "insured contract" must be in effect during the policy period shown in the Declarations and must have been executed prior to the "bodily injury" or "property damage." (2) This person or organization is an "insured" only to the extent you are liable due to your ongoing operations for that insured, whether the work is performed by you or for you, and only to the extent you are held liable for an "accident" occurring while a covered "auto" is being driven by you or one of your employees. (3) Coverage for this person or organization shall be limited to the extent of your negligence or fault according to the applicable principles of comparative negligence or fault. (4) The defense of any claim or "suit" must be tendered by this person or organization as soon as practicable to all other insurers which potentially provide insurance for such claim or "suit." (5) The coverage provided will not exceed the lesser of: (a) The coverage and/or limits of this policy. (6) A person's or organization's status as an "insured" under this subparagraph d ends when your operations for that "insured" are completed. (7) The insured can waive the insurers rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. (8) There is no coverage provided to this person or organization for "bodily injury" or for "property damage" arising out of the placement of any individual as a professional driver including but not limited to truck drivers, public transportation drivers, courier services, school bus drivers, motor -coach operator/ bus drivers, shuttle drivers, ambulance drivers, delivery service drivers, flatbed drivers, valet drivers, repossessors, drive -away contractors, heavy equipment operators, All other terms and conditions of this Policy remain unchanged. Page 1 of 2 PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY chauffeurs, limousine drivers and/ or taxi drivers. All other terms and conditions of this Policy remain unchanged. Page 2 of 2