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HomeMy WebLinkAboutAIDS HOUSING WASHINGTON 1-2005 FIRST AMENDMENT TO CONSULTANT AGREEMENT THIS FIRST AMENDMENT TO CONSULTANT AGREEMENT is entered into on June ~, 2005, by and between AIDS Housing of Washington ("Consultant") and the City of Santa Ana ("City"). Recitals: A. The parties entered into Agreement #A-2004-086, dated July I, 2004, (hereinafter "said Agreement") by which Consultant has provided services to prepare a housing plan for persons living with HIV/AIDS in Orange County. B. In accordance with the terms and conditions of said Agreement, the parties wish to extend said Agreement for an additional one-year term. Wherefore, in consideration ofthe covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Consultant Agreement, the parties agree as follows: I. Section 3, TERM, shall be extended from June 30, 2005 through June 30, 2006. 2. Except as herein amended, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Consultant Agreement on the date and year first written above. CITY OF SANTA ANA APPROVED AS TO FORM: ,J./ JOSEPH W. FLETCHER' City Attorney ~?Vr\~ X &W~ {fP A TRICIA WHITAKER Executive Director Community Development Agency (!.;:6~A [1..V"05W) INSURANCE NOT ON fiLE WORK MAY NOT PROCEED CLERK OF CQUNC\L DATE: 1- ;L.j -oJf THIS AGREEMENT, made and entered into this 1st day of July, 2004, by and between AIDS Housing of Washington, a 501(c)(3) (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). A-2004-086 CONSUL T ANT AGREEMENT RECIT ALS A. The City desires to retain a consultant having special skill and knowledge in the field of housing and related services for people living with HIV / AIDS in accordance with the Proposal attached hereto and incorporated herein by reference as Exhibit A. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $ 50,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2005, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attorney. r, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of$l,OOO,OOO per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution ofthis Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 2 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own 3 information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault ofthe Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6549 4 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Betsy Lieberman, Executive Director AIDS Housing of Washington 2014 East Madison Street, Suite 200 Seattle, WA 98122 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null 5 and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses ofthis Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ofthis Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 6 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: .' L ~~,,--~ 11 PATRICIA E. HEALY Clerk of the Council CITY OF SANTA A A: / /)/ Y4t(~. I t ~,__-- DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: (~'l.- f_ ~ Lisa E. Storck Assistant City Attorney RE ~ENDED FOR APPROVAL: P. Reekstin ecutive Director Community Development Agency City of Santa Ana CONSULTA~ B~~an - ... --------- Executive Director AIDS Housing of Washington Tax ID#91-1410450 8 EXHIBIT A 2004-2005 Orange County HIV/AIDS Housing Plan Proposed Scope of Services. Timeline. & Bud~ AIDS Housing of Washington May 2004 Proposed Scope of Services and Deliverables AIDS Housing of Washington will facilitate all aspects of the needs assessment and planning process. The scope of services is outlined in the following pages. AIDS Housing of Washington will deliver to the City of Santa Ana one plan original (suitable for copying), one bound copy, and one electronic copy. Responsibility for copying and distribution will lie with the City of Santa Ana. Activity Dates/Timeline Specific Tasks Responsible Party Start-up Activities March to June 2004 Planning Meetings July 2004 - March 2005 ! Negotiate detailed work plan, timeline, : City of Santa Ana and 1=~:~:c~t::~~~:ct____J;~;~;~~~~_ ! Recruit Steering Committee members to j : guide the needs assessment and j . planning process ! Identify and obtain recent reports or ! plans related to housing, homelessness, ! HN / AIDS epidemiology, and ! Steering Committee HN / AIDS housing inventory ! members and City of Santa : Identify key stakeholders to include in 1 Ana i the needs assessment process i ! Coordinate HN / AIDS housing needs ! I assessment with other concurrent ! : housing or services needs assessments ! 1...~~~.pl.~~~..~?..~~~~~..~~~.I.i.~~.~i.?..?....?..~.~~~?.0..........I....................................................................................... ! Develop and maintain database of key ! ! stakeholders identified and encourage j AIDS Housing of I Steering Committee members to ! Washington ! identify key stakeholders ! ! Support, planning, and logistics for 6 I. planning meetings . ;""".' City of Santa Ana : Participate in the planning meetings, l...?r.?.~i.~~..~~.~.i.s.~~~.~.~...~.i~~..~==~i.~~..~~~~=~...............!....................................................................................... : Develop agenda and course for needs ! ! assessment in accordance with goals of 1 i Steering Committee and City of Santa ! AIDS Housing of 1 Ana 1 Washington i Meeting facilitation for 6 planning i i meetings i Activity Dates/Timeline Specific Tasks Responsible Party Key Stakeholder Meetings/Housing Program Site Visits July 2004 - January 2005 i Provide logistical support as needed for : key stakeholder interviews, including i contact information ~.......................................................................................................................................~.......................................................................................... i Arrange and conduct 60-80 individual i i and group key stakeholder interviews, , j including case manager and service i provider interviews, and HIV / AIDS I housing program site visits. i Summarize and analyze findings from i key stakeholders for review by Steering : Committee and inclusion in plan I City of Santa Ana AIDS Housing of Washington Consumer Focus Groups July 2004 - January 2005 ! Provide logistical support as needed for ! ....;;;;~;;.!.;~~~;;;~~f..~/.~~~~~:;~~~~;;.~~r.~;.~......I...~~.~..~~..~.:~::...~:................................ : Facilitate 7 focus groups with specific ! : consumer subpopulations in accordance with j I Steering Committee guidance i AIDS Housing of ! Summarize and analyze findings from : Washington I key stakeholders for review by Steering I I Committee and inclusion in plan I Housing Survey September 2004 - November 2004 I Review and revise survey tool i Assist in determining survey distribution I and compensation methods i Assist with the identification of goals and I target populations j Identify survey administrators and I?i~~?~~~?~~~~esmmmmm .. ! Manage local survey logistics, including: i distributing survey to identified venues i for surveying, overseeing activities of i outreach surveyors hired to facilitate i surveying, collecting surveys and i returning to AHW for analysis, l...?~.~~.~.~~~~.~..~~.~~.~..~.?~P.~~.~~~~?~............................. I Finalize consumer survey tool I Survey data entry, analysis, and presentation : Steering Committee members ..............mm................. I City ofS",ta Ana AIDS Housing of Washington (some activities through subcontract) 2 Activity Dates/Timeline Specific Tasks Responsible Party Housing Plan Production July 2004- March 2005 Plan Implementation Beginning April 2005 i Review and comment on draft sections I of the written document i Participate in the identification of 1 critical issues and development of 1 City of Santa Ana and d : Steering Committee I recommen ations 1~;;~;~~;;:~t~:::;;~J:~~_____ 1 Research and write sections of the 1 : written document; produce, edit, and : l publish final update and action plan; l I deliver to the City of Santa Ana by I I contracted delivery date (3/31/05). I I Written plan will include: I 1 - Summary of background data i 1 related to housing, homelessness, 1 I and HIV/AIDS epidemiology I 1 - Summary of dedicated HIV/AIDS 1 1 housing resources (funding and 1 : units) !. i .. i AIDS Housmg of : - Fmdl~gs from the key stakeholder ! Washington : intervIews, consumer focus groups, : 1 planning sessions, and consumer 1 I survey data I i-Progress on implementation of 1 1 recommendations from 1999 1 I HIV/AIDS housing plan I 1 - Summary of critical issues and 1 I recommendations I 1 - Relevant appendices to the plan, i 1 including meeting minutes, focus 1 l group summaries, and housing : I funding information i : Oversee the implementation of the i plan's recommendations I""". City of Santa Ana l Distribute plan to Steering Committee l and key stakeholders ?..................................................................................................................................i......................................................................................, 1 Provide on-going support including 1 AIDS H . f ' . I d' d ' ousmg 0 ~ matena s on program eSlgn an ~ W h' t 1 meeting facilitation, as appropriate 1 as mg on 3 Proposed Budaet The proposed budget includes a cost share between the City of Santa Ana and HUD's National HOPW A Technical Assistance Program. AIDS Housing of Washington tracks all costs by project. In all instances, actual staff time, travel costs, and other expenses will be invoiced. This budget provides the best possible estimate of the level of effort required to complete the proposed scope of services. $ 2,500 $ 29,750 .......................................H ................ .............................................................. $ 24,000 $ 5,000 $ 61,250 1 $ $ 2 300 3,600 .................................. ...................................................................................................................................... ................................................. .............. ............................................. ........................... ........................ Hotel nights 2 $ $ 8 120 3,360 ...................... ................ ....................................................................... .................................................. .................... ....................................... ................- ............... 2 $ $ o 75 1,500 .......................- ............................................................................................................. ............................. ................... ... ....................................- ................ ....................................................... ................................ 4 $ $ o 45 1,800 ............................. ....................................................... ............................ ................................................ ... ................................ ....................... ........................ ............................... 4 $ $ o 12 480 Category Nu mberl Ho urs Expense Type Staffing Planning and Consultations Manager ................................................. ................................ ..............................................................m...m.......... ...... Senior Housing Planner 2 5 3 50 ....................................... ....... ....................................................................... ..m.m........................... ......... ........................... ................................ ......_ 4 00 ..... ................_....._...._ ..................................................................................._. ........................... ....... ..............m.........m.. ....... .........._....... 1 00 Housing Planner Program staff Travel expenses Roundtrip flights Rental car days Per diem Parking Survey Data Entry and Analysis for 500 surveys (through subcontract) NfA N fA $ $ 10 1,000 ................................................................................................. .................................................. ....... ........................................ ........................... .......................................-....... 500 $ $ 2 1,000 Consumer outreach surveyors 100 Copying of survey tool 4 Cost per Unit Esti mated Cost $ 100 $ 85 $ 60 $ 50 Category Total Category Total $ 10,740 $ 3,000 .....".....................................................................................................................................................................................-..-...-................................................................................................................................................................................................................................................................-..-...... Category Total $ 5,500 Miscellaneous NfA N $ expenses, including fA 1,500 phone, copying, and postage. Category Total $ 1,500 TOTAL $ 78,990 City of Santa Ana HOPWA Contribution (60% of TOTAL) $ 47,394 HUD's National HOPWA Technical Assistance Program Match (40% of TOTAL) $ 31,596 5 AIDS Housing of Washington Agency Capacity AIDS Housing of Washington has been a HUD-funded technical assistance provider since 1995. The needs assessment activities outlined here and the research, development, and publication of the Orange County HIV/AIDS housing plan update will be funded in part by the Housing Opportunities for Persons with AIDS (HOPW A) National Technical Assistance Program in partnership with HUD's Office of HIV/AIDS Housing. AIDS Housing of Washington's National Technical Assistance Program (NTAP) offers a range of information and consulting services to providers of housing and related services for people living with HIV/AIDS and to governmental agencies that fund AIDS housing activities. A key component ofNTAP activities is needs assessment and planning. AIDS Housing of Washington staff members have developed a particular expertise in conducting comprehensive community- based needs assessment and planning for both states and severely impacted metropolitan areas. AIDS Housing of Washington has facilitated planning processes and written AIDS housing plans in the following communities (year of completion in parenthesis): . Alameda County, CA (1996, 1998) . Orange County, CA (1999, 2001) AHW has served in an advisory . Atlanta, GA EMSA (1998, 1999) . Palm Beach County, FL (2003) role in the development of plans in the following communities: . Charlotte, NC Regional HIV/AIDS . Phoenix, AZ EMSA (1996) Monterey County, CA (1997) . Consortium (1999,2003) . Portland, OR EMSA (2000) Pittsburgh EMSA (1999) . . Chicago, IL EMSA (1995, 2001) . Riverside/San Bernardino Colorado (2002) Counties, CA (1996) . State of Kentucky (1997) . Columbia, SC EMSA (2002) St. Louis, MO EMSA (1998) . State of Minnesota (1995) . . Contra Costa County, CA (1996) San Diego County, CA (1999) . Washington, D.C. (1999) . . . Dallas, TX EMSA (2000) . San Francisco (1994, 1998) . Denver, CO EMSA (1995, 2000) . Seattle-King County, W A Planning Work in Prozress . Fresno County, CA (1998) (1995,1997,1999,2001) . Seattle-King County, W A . Greensboro, NC EMSA (2003) . Snohomish County, W A Kansas (1995, 1997,2001) . . Greenville, SC EMSA (2003) North Carolina South Dakota (2003) . Indiana (2003) . . Columbus, OH Suburban Virginia (2002) . Maryland (2000) . . Alameda County, CA Utah (1997, 2001) . . . Montana (2003) Monterey County, CA (2002) . Virginia (2001) . Nebraska (2003) . Washington State (1996) . North Dakota (2003) . West Virginia (2002) . . Oregon (2002) AIDS Housing of Washington uses a community-based approach to planning, which differs from some consultants who assess needs based on their own judgment and make recommendations without significant community input. AHW brings its national experience in HIV/AIDS housing, but also recognizes the importance of involving local experts, as they will ensure the resulting recommendations are appropriate for your community. Largely, local stakeholders will have the responsibility of drawing conclusions about the issues most critical to meeting the housing needs of people living with HIV / AIDS and developing recommendations to address them. 6 . . AIDS Housing of Washington has extensive experience in the housing arena. Founded in 1988 specifically to build Bailey-Boushay House, the nation's first newly constructed skilled nursing facility and day health program designed to serve people living with HIV/AIDS. Since opening in 1992, Bailey-Boushay House has served over 2,000 individuals in the nursing facility and day health program. In the fifteen years since our founding, AHW has developed a total of 141 units of housing for people living with AIDS, including The Lyon Building and King County Scattered- Site Housing projects, and has additional projects in development. In all aspects of our work, AIDS Housing of Washington is committed to working on behalf of people living with HIV/AIDS. Specific to needs assessment and planning work, AIDS Housing of Washington involves people living with HIV I AIDS as members of the Steering Committee, through participation in focus groups and completion of housing surveys and as paid outreach surveyors in some communities. A 22-member board of directors, representing a broad cross- section of the community, including people living with HIV/AIDS, governs AIDS Housing of Washington. The names, positions, and duties of program staff members who are expected to participate in the needs assessment are listed. · Elizabeth Wall, Planning and Consultations Manager General responsibilities include: managing all aspects of the agency's needs assessment and planning and consultations work, contract negotiation and development, supervising planning and consultations staff, and providing training and technical assistance on a range of issues. · Mark Putnam, Senior Housing Planner General responsibilities include: providing leadership to planning team members, conducting HIV I AIDS housing needs assessments, assisting with contracting activities, and providing related technical assistance. · Andre Taybron, Program Assistant. General responsibilities include: supporting all Technical Assistance Program activities, assisting with project coordination, general administrative tasks, copy-editing, and final plan production. 7 '. EXHIBIT B ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Pol icy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative . I ACOR~M CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDDIYYI 811 3/04 PRODUCER 206-701-5000 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Acordia ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License # 0531007 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 91143 Seattle, WA 98111-9774 INSURERS AFFORDING COVERAGE INSURED INSURER A: First National Ins. Co. , AIDS Housing of Washington General Ins. Co. of America 2014 East Madison St, Ste 200 INSURER B: Seattle WA 98122 INSURER C: Alaska National Insurance Co A - OW'-\ - o~(o INSURER D: I INSURER E: t~l.il" COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER ~<i~~v,,~!!'~%~~~ Pgk!fEY,~J:~;':~~ LIMITS LTR A GENERAL LIABILITY 25CC04149010 1/02/04 1/02/05 EACH OCCURRENCE $ 1000000 r-- X COMMERC!AL GENERAL LIABILITY FIRE DAMAGE (Anyone fire) $ 200000 ~ CLAIMS MADE W OCCUR MED EXP (Anyone person) $ 10000 f--- ~ STOP GAP $1M/$1M/$1M PERSONAL & ADV INJURY $ 1000000 ~ EMPL Y BEN EMPLOYEE BENEFITS GENERAL AGGREGATE $ 3000000 GEN'L AGGREGATE LIMIT APPLIES PER: LIABILITY LIMIT: PRODUCTS - COMP/OP AGG $ 1000000 ~ 'hPRO. h 3000,000 AGG. POLICY JECT LOC A AUTOMOBILE LIABILITY 25CC04149010 1/02/04 1/02/05 COMBINED SINGLE LIMIT - $ 1000000 ANY AUTO lEa accident) - ALL OWNED AUTOS BODILY INJURY - $ SCHEDULED AUTOS (Per person) - - HIRED AUTOS BODILY INJURY $ L NON-OWNED AUTOS (Per accident) L BUSINESS A I 1,< PROPERTY DAMAGE $ AUTO " I (Per accident) GARAGE LIABILITY fa J :v7Ir~ AUTO ONLY - EA ACCIDENT $ ~ ANY AUTO EA ACC $ 'vv . OTHER THAN AUTO ONLY: AGG $ EXCESS LIABILITY V V- EACH OCCURRENCE $ ~ OCCUR D CLAIMS MADE AGGREGATE $ $ ~ DEDUCTIBLE $ RETENTION $ $ C WORKERS COMPENSATION AND 481658 7/01/04 7/01/05 I WC STATU'} IOTH- X TORY LIMITS ER i EMPLOYERS' I.!ABIIITY E.L. EACH ACCIDENT $ 1000000 E.L. DISEASE - EA EMPLOYEE $ 1000000 E.L. DISEASE - POLICY LIMIT $ 1000000 B OTHER LP7744238 1/02/04 1/02/05 PROFFESIONAL L1AB $1.000,000 PER OCCURRENCE $3000000 POLICY AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS SEE ATTACHED FOR SPECIFIC WORDING REGARDING ADDITIONAL INSURED INTEREST. JHWL CERTIFICA TE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLA TlON City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAil ~ DAYS WRITTEN Attn: Clerk of City Council NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL PO Box 1988 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR Santa Ana CA 92702-1988 RE~TATIVES. AUTHOR~RESENT~l?E~. I I ,'c...te. y1 V\ - <.J ACORD 25 S (7/97) 11- 38 @ACORD CORPORATION 1988 ,tWl}- AIDS HOUSING OF WASHINGTON CITY OF SANTA ANA 20 CIVIC CENTER PLAXA SANTA ANA, CA 92701 *** DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES *** The City of Santa Ana its officers, employees, agents, volunteers and representatives are named as additional insureds with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. Please note: The policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. The insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. ~Q/O'j7 zll 08h25/04' 14:26 FAX . Aug. LJ. 2004 11: 16AM B la c k/W hit e I4J 002 No, 3675 P. 2 ADDmONAL INSURED EmlORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: First National Irl.6uX'lUlce Co. of A1D.erica This endorsement modifies such insunmce as is afforded by the provisions of Policy # 25 CC 041490 10 relatingtothefollowing: 1. The City of Santa ~ 20 Civic Center Plaza, Santa Ana, California 92701; its officers! amploy~ agents, volunteers and representatives are named as additional insureds (" additional insmeds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured. stIch insurance as is afforded by this policy is primary and is not additioDBl to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately 10 each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insUred shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insuranc~ shall not be cancellec4 or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa.Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective . 01/02/04 this endorsement fom as a part of Policy 25 6C 041490 10 Issued to AIDS Bousine ofWashbl.e;ton Named Insured C01JJ1tersigned y 1c!J~ 3/5 ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDfYY) 2/11/05 PRODUCER 205.701-5000 THIS CERTIFICATE IS ISSUED AS A MAHER OF INFORMATION Acordia ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License # 0531007 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 91143 Seattle, WA 98111-9774 INSURERS AFFORDING COVERAGE INSURED ,4 r -{%fo First National Ins. CO. AIDS Housing of Washington ~I INSURER A: 2014 East Madison St, Ste 200 INSURER B: Seattle WA 9B122 INSURER c: INSURER D: INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~f: TYPE OF INSURANCE POLICY NUMBER POLICY EFFE~T!.~~ P~k!fEY,~~I~~TJe~ LIMITS A ~NERAL LIABILITY 25CC04149020 1/02/05 1/02/05 EACH OCCURRENCE $ 1000000 X ' COMMERCIAL GENEFltl,L LIABILITY I FIRE DAMAGE (Anyone fire) $ 200000 __JCLAIMS MADE W OCCUR MEDEXP IAny one personl , r----- -- 10000 ~ STOP GAP $1 M/$1 M/$1 M PERSONAL & ADV INJURY $ 1000000 I --. 1<J EMPL Y BEN EMPLOYEE BENEFITS I GENERAL AGGREGATE $ 3000000 -~ I~'L AGGREn LIMIT A74 PER: LIABILITY LIMIT: PRODUCTS - COMP/oP AGG $ 1000000 POLICY ~~9T LOC . 3 000 000 AGG. A ~,:!TOMOBILE LIABILITY 25CC04149020 1/02/05 1/02/06 COMBINED SINGLE LIMIT lEa accident) $ 1000000 r----- ANY AUTO ALL OWNED AUTOS BODILY INJURY r----- (Per person) $ r----- SCHEDULED AUTOS -- HIRED AUTOS BODilY INJURY (Peraccidellt) , .lS.. NON-OWNED AUTOS .lS.. BUSINESS PROPERTY DAMAGE (Per accident) , AUTO GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ R ANY AUTO OTHER THAN EA ACC $ AUTO ONLY' AGG , EXCESS LIABILITY 'l.PPROVt. .J AS TO [ ORM EACH OCCURRENCE , ~ OCCUR D CLAIMS MADE AGGREGATE , '/1A, O;{i/ / Ie; '_ /I.......L , ~ ~EOUCTIBLE $ RETENTION $ ;' l...aUr Stftt Sheedy , WORKERS COMPENSATION AND i-,.~:::.Jsta [ City Attorn y ~~c STATU-, I IOTH- TORY LIMITS ER EMPLOYERS' LIABILITY I f:'.L. EACH ACCIDENT $ - E.L. DISEASE - EA EMPLOYEE $ -- - E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONSfLOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS SEE ATTACHED FOR SPECIFIC WORDING REGARDING ADDITIONAL INSURED INTEREST. JHWL CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN Attn: Clerk of City Council NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL PO Box 1988 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Santa Ana CA 92702-1988 RE~TATIVES. AUTHOR~RESEN~(!E~) I ,'c...k. ylt,\ . '--' ACORD 25 S 17/97) 11.38 @ ACORD CORPORATION 19BB AIDS HOUSING OF WASHINGTON CITY OF SANTA ANA 20 CIVIC CENTER PLAXA SANTA ANA, CA 92701 *** DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES *** The City of Santa Ana its officers, employees, agents, volunteers and representatives are named as additional insureds with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. Please note: The policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. The insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. APPROVED AS TO 1-0"." ~~ ? It; ._.__... , Laura Stitt Sheedy Assistant City Allor!) , However, no person or organization is an Insured with respect 10: ao 'Bodlly Injury" to a co-'employell' 01 11,., porson operating tha walllrcl'l!lft; or b. 'Propllrty damage' to properly owned by, I'llJ'\tad 10, In \he charge of or occupied by you or \he employer of any person who Is an Insured undsr !hIs provision. &. Ths lallowtng are also an Insullld When you have agrelid, In writing, in a ccntl'l!lct or agreemenl1hat anolhar pOl'llon or organlzatlonlf.-idiflld u an addlllonallnsured on your poIiI;:y, pravlckld !he Injury or damage OCCUJ'lS lubsequ$llt to Iha IIlCGCUtlon of the contract or agreement. However, no such person or organization Is an Insured unclsr this pl'ClYi8lon 11 such pelllon or organiUtion Is InclLldIld as an insured by an andorssment Issued by us and mada a pert of this Coverage Part. L Any pelllon or OI'glIIliZation (18len'ed 10 billow as vendlll'), IluI only with respect 10 'bodily Injury' or 'property demage' arising out 01 'your prodlJCl$' which are dlstrlbuled or sold In \ha regUlar course of !he Vendors buslnasa. llUbJect 10 the following additional exclusions: (1) The Insurance 11Iordad the vandor does not apply to: (a) 'Bodily Injury' or 'propeny dlmlage' lor which tha Vlllldor Is ollllgaled 10 PlY damages by rallSon oIlhe _umptlon of 118bl11ly In a contract or agrGemenL Thls 8llcluslon dCleI' not applY to Il4blllty lor damagas thaI the v$lldor would have In the absence 01 Iha lXIIItract or a","mant; (b) Any 8X'j)ress warranty unau!horlzlld by you; (c) Any physICIIl or chGmlClll O/Iange In the prodlJct mackllnlllntlonally by the vandor; (d) Repackaging, unkMs unpaclmd lIOIllly lor the purpose of Inspection, dlImon8tratlon, Illsting, or thll su!lSl1lUllon 01 perfs undOllr lnslructlor... from the manufaClUrar, and lhsn rapackaged In the ertglnal container. (a) Any !allure 10 make sooh InspsclloD$, adjustmenlll, le81B or sarvlclng as the vendor has agreed to malal or normally undllllakes to make In the usual coullla of buslnaA. in connection with th. dlslribuflon or sale of Iha PIOCilCls: (f) Oamonslnl.tion, Installation, nMclng or repair operations, except such Op8nltions perlotrned at the vendor's pramlsas In ccnnection wl1h the sale 01 the product; APPROVED AS TO FO,{N, y~s 3/IJ I Laura Stitt Sheedy Assistant City Attorn,:\ .....,001.. ClI) Products which, attar distribution or s.le by you, have bean labeled or relabeled or ll5lId lIS a container, part or Ingredient of any other thing or substance by or lor the vendor. (2) This Insurance dollS not apply to any Insured panson or orgenlzallon, from whom you hllVa acquired such ProdllClS, or any Ingredient, part or container, enlllring Into, accompanying or containing such products. b, Any penlon or organization from Whom you ISIIlI8 equipment; but only with rO$peat 10 thllr IIabUily arising out 01 the malntananoll, oplll'llllon or use by you of equlpmem l&a$8d to you by auch person or organization. A pelllOn'll or organiUtion's slaWs IS an Insurad under 11118 paragreph IIfIds when lhalr contract or agreomGnt wllhyou for such leased equipment ends. W1lh respeat 10 the Insurance afforded llmSlI addltlonallns~. tha following addlllonal GXcI\lslons apply: This Insurance doelI nol applY: " To any 'ooou_' WhIch takas place aflllr the oqulpmantleaaa expires; 2. To 'bodily injury' or 'properly damaglil' arising out of the solenegllgenC1l of suc;h pef'llen or organization. e. Any person or o~tIon from whom you Ieas8land or praml..., but only With respecllo liability arising 0111 oIlhe own8nlhlp, mlllnlllnance or IJS8 oIlhat part of 1I1e land orpremlaee leaaad 10 you. WI1h respect 10 the Insurance afforded thesa addltionallnsursds 1he lanowlng ar:ldltlonal 8XCluslons apply: This InsuranC1l dcas not ~ to: 1. Any "llQQUI'I1Inco" whlGh lakll place aflllr you _e to l&lIIle Ihot land: 2. SllucluraI allllraUons, new construc1lon or demolition operations performed by or on bellall of such parson or organization. d. Any an::hlleat, englnMr, or surveyor. but only wllh I1IllpllC! to liability arising out of your promises or ongolng oparaUoD$ performed by you or on YOllr behalf. WI1h respect to IhlI Insurance afforded 111_ additional Insureds, the following additional exclusloD$ apply: This Insural1Cll dOllS not apply to 'bodily 1nJUlY', 'property damf,lle' or 'personal and adYer\lIllng Injury" arlsing out oIthll rancklrfng of or the lalIlII'I to ranCler any plOfllllSlonal serv1cGa by or for you, InclUding: 1. The preparing, approving, or failing 10 prepare or approve, maps, shop drawings, opinions, reports, surveys, field ordenl, cI1anga on:Iers or draWings andspecmcatlons;and 2. Sup81VlsOlY. IIlIIpGCIfon, anlIlllllctural or .ngln_rlng actMtlGll, HGi 00 0110 ltI '" co '" ... <> e. Any oIher person or organization who is not "" insuhld under Paragraphs .. through d. above. but only wl1l1 rwSplOct to your opllratlOllS. 'your work' or facllfties owned or used by you. No pel'llOn or organization III an Insured wl1h r9$pect to thll conCllct of llny CUrTllnt or pllSt par1rnlrshlp. joint ventul'll or limfted liability compeny that Is not shown as a Nllm.d Insu,,,,d in the Declarations. SECTION III - LIMITS OF INSUFlANCE 1. 'TIte Umlts of Insurance shown in the Declllrations and the Nles below fiX 1M most we win pay regardless ollhe numb... of: .. Insureds; b. Claims made or 'sulls' brought; or ;::: C, Persons or Of\'lIInizatlons making claims or bringing ;:: .suits-, ... :il 2, The a_a! Aggregale Urnit Is the most w. will pay for '" the sum ot ~ a. MlJdicalllXPllnses under Coverage C; II'! :;: b. Oamagll$ under Coverage A, except damaQeS <> becaUSll of 'bodily Injury' or 'property damage' ~ InclUded in !he 'produC!S-complllted operations " hazard'; and - c. Damages under Coverage B. - -- 3. The Pmducts-Complel&d Operations Aggregate Umn Is = the most we will pay undor Coverage A lor damages = beoau$G 01 'bodily injury' and 'property c:lllmalJll' Includ<od !!! in the 'pro<lucts-completed opera lions hllZllrd'. 4. SUbject to Z. above. the Personal and AdvertisinG Injury - limit is the most we will pay und" CoYerage B lor the iiii $Um of all damages beeaUSIl 01 all 'personal and ;;; lIliVllrt!slng Injury' sUSlained by any ona parson or ;;; organization. _ 5. Sublect 10 2, or 3, aboVIl. whichever applies. the Eacl1 III!II Occurrenca Umllls the mosl we will pay for the sum of: - - e. Damages undar Coverage A; and -- == b. Medical IlXpenses under Coverage C 11II bvcaw;e 01 all 'bodily In)ury' and 'property damage' !!! arising out of anyone 'oCCllrTllnc.'. - = e. Subject to II. above, the Oamage To Promises Rented To - You Umit Is the m08l w. will pay under Coverage A lor - dllmllges because of 'property damall8' to any one __ premises, while rented 10 you. or in the Oll$e 01 damage .. by fira. lightning or explOlllon. whll. rented to you or - tempOl'llrily oooupled by you with permission 01 the - .. owner. - .. In the case 01 damage by flra. lightning or exploalon, tha Damsge to PremiSll5 Rented To You Limit applies to all damage proxlm.1ol1y caused by the SlIme event, whether such damage nlsurts from fire. IIghllling or expfosinn or any combination of these. APPROVED AS TO FORM ~.>S [Ij Lj' Laura Stitt Sheedy / Assistant City Attorn~v HQOU011DlI'I 7. Subiecf to 5. above. the Medical Expense Umit is 1tJe most we Will pay undar CoveraGe C 10( all medlcsl exp8l15es because of 'bocllly Injury' sustained by anyone person. The Umfls of Insurance cf this Coverage Part apply separlllely to each consecutive annual per10d and to any remaininG period 01 leu than 12 months. starting with 1tJe beginning Of the polley period shown In the Declarations, unless the policy plll'iod is extended alter l$Suance lor an additional period 01 less than 12 months. In thet Cil$ll., the adclltional period will be doomed part 01 lI1e last pIllC8ding per10d lor purposes 01 determining the Limits of Insurancs. SECTION IV - COMMERCIAL GENEI'lAL UABIUTY COHOmOHS 1. Bankruptcy Bankruptcy or Inco:Vllncy 01 the Ir.suted 01' althe insured's estate Will not relieve us of our Obligations under this Coverage Part. 2. DlItMaln Th' Event 01 OccUlnlhCll, Offenu. Claim Or SUit ., You muat SIlIl to it thai we ate notified as soon as practlcabl. 01 an 'occurrence' or an offense whlch may resull In a claim. (1) To the exIent possible, notice should Include; (a) How, when am! whom the 'occurrence' or offonse look placa: Cb) The nanMilS and addrassN 01 any Injurad parsons and witnesses: and eel The nature andlocallon 01 any Injury or damall8 ari8lng out of tho 'occurrence' or offOl1Bll. (2) This Conclltion applies only when such 'occurroncO" or offO'nse ill known to: (1) You. II you are an IndMdual; (2) A partner, II you ai'll a partnership; (3) " manager, II YOll ai'll a limned liability company; Cot) "n 'QX8CtJtive otncvr' Of InsurallCG managO'r. II you are a corporation: or (5) Any truslee, ff you ara a trust. b. If a claim 1$ mllde or 'suit' Is brought against any Insured, you must: (1) Immedlaleiy record lI1e spoclflcs of 1M claim 0( 'suit" and the dale I'lIC8fved; and (2) Notlfy us 11$ soon 11$ practlcabie. You muat SIle to it that we receive written notice otll>a claim or 'sull' as soon as practicabia. But lhis condltion will not be considered breached unllllls lIle bl'llach occurs aller such claim 0( 'suit' Is known to anyone IIstad In 2...(2) above. Page" oC 1.