HomeMy WebLinkAbout24230AGREEMENT INFORMATION
AGREEMENT NUMBER
24230
NAME/TYPE OF AGREEMENT
ST. ALBAN'S DAY NURSERY, INC.
DESCRIPTION
CDBG AGREEMENT/PUBLIC SERVICES ACTIVITIES/FILE ID:
12430/R-22-0388/MATTER ID: 22-3336/#2
EFFECTIVE DATE
October 1, 2022
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
1/6/2023
DATE RECEIVED FROM ISSUING
DEPT.
1/12/2023
NOTE
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: HOUSING AND COMMUNITY DEVELOPMENT
DEPT. CONTACT PERSON: ROBERTO TAZOE EXT. 1976
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: St. Alban's Day Nursery, Inc.
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO
TOTAL CONTRACT AMOUNT: $ 32,818 FUNDING INVOLVED? ® YES ❑ NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY):
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
PURPOSE OF THE ITEM LBRIEF SUMMARY_):
Contract in the amount of $32,818 in CDBG funding to St. Alban's Day Nursery, Inc.for Public Services activities in
District 2. For more information, please refer to Resolution 22-0388
COMMISSION APPROVAL DATE: 10/13/2022 FILE ID: 12430
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ENACTMENT No.: 22-0388
ROUTING INFORMATION
Date
PLEAS 'INT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
11/7/22
PRINT: ROBERT TAZ E
SIGNATURE:
SUBMITTED TO RISK MANAGEMENT
[6n!ii�ezl,Frankd by
r,, �Date:2022.12.05
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SUBMITTED TO CITY ATTORNEY 22-3336
2/22/22
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APPROVAL BY ASSISTANT CITY MANAGER
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PRINT:
SIGNATURE:
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SIGNATURE:
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RECEIVED BY CITY MANAGER
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
PRINT: TODD B. HANN 0 N
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
CITY OF MIAMI, FLORIDA
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
AGREEMENT
This Agreement (hereinafter the "Agreement") is entered into this day of
, 20 , between the City of Miami, a municipal corporation of the State of
Florida (hereinafter the "CITY"), & St. Alban's Day Nursery, Inc.
a Florida not for profit corporation (hereinafter referred to as the "SUBRECIPIENT").
FUNDING SOURCE:
CFDA # (If applicable):
AMOUNT:
TERM OF AGREEMENT: Effective date of this agreement is October 1, 2022
Community Development Block Grant (CDBG)
CDBG 14.218
$ 32,818.00
PROJECT NUMBER:
UNIQUE ENTITY ID (SAM) #:
AGENCY'S ADDRESS:
to September 30, 2023
RNANYU9Y4511
3465 Brooker Street
Miami, FL 33133
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following
Exhibits:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Corporate Resolution Authorizing Execution of this Agreement
Work Program
Compensation and Budget Summary
Certification Regarding Lobbying Form
Certification Regarding Debarment, Suspension and other
Responsibility Matters (Primary Covered Transactions Form)
Crime Entity Affidavit
Insurance Requirements
1.2 DEFINED TERMS. As used herein the following terms shall mean:
Act OR 24 CFR 570:
Agreement Records:
CDBG Program:
CDBG Requirements:
Department:
Federal Award:
National Objective:
Low -and -Moderate
Income Person:
Title I of the Housing and Community Development Act of 1974, as
amended.
Any and all books, records, documents, information, data, papers,
letters, materials, and computerized or electronic storage data and
media, whether written, printed, computerized, electronic or electrical,
however collected or preserved, which is or was produced, developed,
maintained, completed, received or compiled by or at the direction of
the SUBRECIPIENT or any subcontractor in carrying out the duties and
obligations required by the terms of this Agreement, including, but not
limited to, financial books and records, ledgers, drawings, maps,
pamphlets, designs, electronic tapes, computer drives and diskettes or
surveys.
Community Development Block Grant Program.
The requirements contained in 24 CFR 570, Rule 91 of the Florida
Administrative Code and as established by the City of Miami, Florida.
The City of Miami Department of Housing & Community
Development.
Any federal funds received by the SUBRECIPIENT from any source
during the period of time in which the SUBRECIPIENT is performing
the obligations set forth in this Agreement.
All Activities funded with CDBG funds must meet one of the CDBG
program's National Objectives: benefit low and moderate -income
persons; aid in the prevention of slums or blight; or meet community
development needs having a particular urgency, as defined in 24 CFR
570.208.
A member of a low- or moderate -income household whose
income is within specific income levels set forth by U.S. HUD.
2016 2
U.S. HUD or HUD: The United States Department of Housing and Urban Development.
ARTICLE II
BASIC REQUIREMENTS
The following documents must be approved by the CITY and must be on file with the Department
prior to the CITY's execution of this Agreement:
2.1 The Work Program submitted by the SUBRECIPIENT to the CITY which shall become
attached hereto as Exhibit "B" to this Agreement and shall include the following:
2.1.1 The description section shall detail the activities to be carried out by the
SUBRECIPIENT. It should specifically describe the activities to be carried out as
a result of the expenditure of CDBG Funds. Where appropriate it should list
measurable objectives, define the who, what, where and when of the project, and in
general detail how these activities will ensure that the intended beneficiaries will
be served.
2.1.2 The schedule of activities and measurable objectives play an essential role in the
grant management system. The schedule should provide projected milestones and
deadlines for the accomplishment of tasks in carrying out the Work Program. These
projected milestones and deadlines are a basis for measuring actual progress during
the term of this Agreement. These items shall be in sufficient detail to provide a
sound basis for the CITY to effectively monitor performance by the
SUBRECIPIENT under this Agreement.
2.1.3 Should start-up time for the Work Program be required or in the event of the
occurrence of any delays in the activities thereunder, the SUBRECIPIENT shall
immediately notify the Department in writing, giving all pertinent details and
indicating when the Work Program shall begin and/or continue. It is understood
and agreed that the SUBRECIPIENT shall maintain the level of activities and
expenditures in existence prior to the execution of this Agreement. Any activities
funded through or as a result of this Agreement shall not result in the displacement
of employed workers, impair existing agreements for services or activities, or result
in the substitution of funds allocated under this Agreement for other funds in
connection with work which would have been performed in the absence of this
Agreement.
2.2 The Budget Summary attached hereto as Exhibit "C", including the SUBRECIPIENT's
Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule and a copy of
all subcontracts.
2.3 A list of the SUBRECIPIENT's present officers and members of the Board (names,
addresses, and telephone numbers.)
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
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2.6 Completion of a Statement of Accounting System.
2.7 A copy of the SUBRECIPIENT's corporate personnel policies and procedures.
2.8 Job description and resumes for all positions funded in whole or in part under this
Agreement.
2.9 Copy of the SUBRECIPIENT's last federal income tax return (IRS Form 990).
2.10 The following corporate documents:
(i) Bylaws, resolutions, and incumbency certificates for the SUBRECIPIENT, certified
by the SUBRECIPIENT's Corporate Secretary, authorizing the consummation of the
transactions contemplated hereby, all in a form satisfactory to the CITY.
2.11 ADA Certification.
2.12 Drug Free Certification.
2.13 All other documents reasonably required by the CITY.
ARTICLE III
TERMS AND PROCEDURES
3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on
behalf of the CITY in the fiscal control, programmatic monitoring and modification of this
Agreement, except as otherwise provided in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
The Effective date of this agreement is October 1, 2022 to September 30, 2023
3.3 OBLIGATIONS OF SUBRECIPIENT. The SUBRECIPIENT shall carry out the services
and activities as prescribed in its Work Program, which is attached and incorporated herein and
made a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in
accordance with the written policies, procedures, and requirements as prescribed in this
Agreement, and as set forth by HUD and the CITY.
3.4 POLICIES AND PROCEDURES MANUAL. This Agreement is subject to the current
Federal regulations as may be amended. The SUBRECIPIENT is aware of and accepts the Policies
and Procedures Manual for Community Development Block Grant as the official document which
outlines the fiscal, administrative and federal guidelines .which shall regulate the day-to-day
operations of the SUBRECIPIENT. The Policies and Procedures Manua[ for Community
Development Block Grant is incorporated herein and made part of this Agreement. The City of
Miami reserves the right to update this Policies and Procedures Manual via Program
Directives. These Program Directives and updated versions of this Policies and Procedures
Manual shall be incorporated and made a part of this Agreement.
3.5 LEVEL OF SERVICE. Should start-up time for the Work Program be required or in the
event of the occurrence of any delays in the activities thereunder, the SUBRECIPIENT shall
immediately notify the Department in writing, giving all pertinent details and indicating when the
Work Program shall begin and/or continue. It is understood and agreed that the SUBRECIPIENT
shall maintain the level of activities and expenditures in existence prior to the execution of this
'
Agreement. Any activities funded through or as a result of this Agreement shall not result in the
displacement of employed workers, impair existing agreements for services or activities, or result
in the substitution of funds allocated under this Agreement for other funds in connection with work
which would have been performed in the absence of this Agreement.
ARTICLE IV
FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION. The amount of compensation payable by the CITY to the
SUBRECIPIENT shall be pursuant to the rates, schedules and conditions described in Exhibit "C"
attached hereto and incorporated into this Agreement.
4.2 INSURANCE. At all times during the term hereof, the SUBRECIPIENT shall maintain
insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the
SUBRECIPIENT shall furnish to the CITY original certificates of insurance indicating that the
SUBRECIPIENT is in compliance with the provisions described in Exhibit "G" attached hereto,
and incorporated into this Agreement.
4.3 FINANCIAL ACCOUNTABILITY. The CITY reserves the right to audit the records of
the SUBRECIPIENT at any time during the performance of this Agreement and for a period of
five (5) years after its expiration/termination. The SUBRECIPIENT agrees to provide all financial
and other applicable records and documentation of services to the CITY. Any payment made shall
be subject to reduction for amounts included in the related invoice which are found by the CITY,
on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary
expenditures. Any payments made to the SUBRECIPIENT are subject to reduction for
overpayments on previously submitted invoices.
4.4 RECAPTURE OF FUNDS. The CITY reserves the right to recapture funds in the event
that the SUBRECIPIENT shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept
conditions imposed by the CITY at the direction of the federal, state and local agencies.
4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the
availability of funds and continued authorization for CDBG Program activities, and is also subject
to amendment or termination due to lack of funds or authorization, reduction of funds, and/or
changes in regulations.
ARTICLE V
AUDIT REQUIREMENTS
5.1 As a necessary part of this Agreement, the SUBRECIPIENT shall adhere to the following
audit requirements:
5.1.1 If the SUBRECIPIENT expends $750,000 or more in federal funds during its fiscal
year, it shall have a Single or a Program -Specific Audit conducted for that year.
Such Audit must be conducted in accordance with General Accepted Government
Auditing Standards (GAGAS.)
a) Single Audit. A single audit must be conducted in accordance with 2 CFR
200.514 "Scope of Audit", except when the SUBRECIPIENT elects to have a
Program -Specific Audit conducted in accordance with paragraph b) of this
section.
b) Program -Specific Audit. When a SUBRECIPIENT expends federal awards
under only one federal program and the federal program's statutes, regulations,
or the terms and conditions of the federal award do not require a financial
statement audit of the SUBRECIPIENT, the SUBRECIPIENT may elect to
have a Program -Specific Audit conducted in accordance with 2 CFR 200.507
"Program -Specific Audits".
The auditor must:
(i) Perform an audit of the financial statement(s) for the Federal program
in accordance to GAGAS;
(ii) Obtain an understanding of internal controls and perform tests of
internal controls over the Federal program consistent with the
requirements of 2 CFR 200.514(c) to ensure compliance with
procedures;
(iii) Perform procedures to determine whether the SUBRECIPIENT has
complied with Federal statutes, regulations, and the terms and
conditions of Federal awards that could have a direct and material effect
on the Federal program consistent with the requirements of 2 CFR
200.514(d).
(iv) Follow up on prior audit findings, perform procedures to assess the
reasonableness of the summary schedule of prior audit findings
prepared by the SUBRECIPIENT in accordance with the requirements
of 2 CFR 200.511 "Audit findings follow-up", and report, as a current
year audit finding, when the auditor concludes that the summary
schedule of prior audit findings materially misrepresents the status of
any prior audit finding; and
(v) Report any audit findings consistent with the requirements of 2 CFR
200.516 "Audit findings".
The auditor's report(s) must state that the audit was conducted in accordance
with this 2 CFR 200.507 "Program -Specific Audits" and include the following:
(i) An opinion (or disclaimer of opinion) as to whether the financial
statement(s) of the Federal program is presented fairly in all material
respects in accordance with the stated accounting policies;
(ii) A report on internal control related to the Federal program, which must
describe the scope of testing of internal control and the results of the
tests;
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(iii) A report on compliance which includes an opinion (or disclaimer of
opinion) as to whether the SUBRECIPIENT complied with laws,
regulations, and the terms and conditions of Federal awards which could
have a direct and material effect on the Federal program; and
(iv) A schedule of findings and questioned costs for the Federal program
that includes a summary of the auditor's results relative to the Federal
program in a format consistent with 2 CFR 200.515 "Audit reporting",
paragraph (d)(1) and findings and questioned costs consistent with the
requirements of 2 CFR 200.515 "Audit reporting", paragraph (d)(3).
5.1.2 If the SUBRECIPIENT expends less than $750,000 in federal funds during its fiscal
year, it is exempted from federal audit requirements for that year and consequently
the audit cost is not a reimbursable expense. The CITY, however, may request the
SUBRECIPIENT to have a limited scope audit for monitoring purposes. These
limited scope audits will be paid for and arranged by the CITY and address only
one or more of the following types of compliance requirements: activities allowed
or unallowed; allowable costs/cost principles; eligibility; matching, level of effort,
earmarking; and, reporting.
All reports presented to the CITY shall, where applicable, include sufficient information
to provide a proper perspective for judging the prevalence and consequences of the
findings, such as whether an audit finding represents an isolated instance or a systemic
problem. Where appropriate, instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.1 The SUBRECIPIENT shall establish and maintain sufficient records to enable the CITY
to determine whether the SUBRECIPIENT has met the requirements of the. CDBG Program.
At a minimum, the following records shall be maintained by the SUBRECIPIENT:
6.1.1 Records providing a full description of each activity assisted (or being assisted)
with CDBG Funds, including its location (if the activity has a geographical locus),
the amount of CDBG Funds budgeted, obligated and expended for the activity, and
the specific provision in 24 CFR Subpart C of the CDBG Program regulations under
which the activity is eligible.
6.1.2 Records demonstratingthat each activity undertaken meets one of the criteria set
forth in 24 CFR 570.208 of CDBG Program regulations. Where information on
income by family size is required, the SUBRECIPIENT may substitute evidence
establishing that the person assisted qualified under another program having
income qualification criteria at least as restrictive as that used in the definitions of
"low- and moderate -income person" and "low- and moderate -income household"
as set forth in 24 CFR 570.3; or,, the SUBRECIPIENT may substitute a copy of a
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verifiable certification from the assisted person that his or her family income does
not exceed the applicable income limit established in accordance with 24 CFR
570.3; or the SUBRECIPIENT may substitute a notice that the assisted person is a
referral from any governmental agency that determines persons to be "low- and
moderate -income persons" based upon HUD's criteria and agrees to maintain
documentation supporting those determinations. Such records shall include the
following information:
(i) For each activity determined to benefit low- and moderate -income persons,
the income limits applied and the point in time when the benefit was
determined.
(ii) For each activity which benefits are available to all residents in a particular
area, at least 51 percent of those residents must be low -and -moderate
income persons. Such area needs not be coterminous with census tracts or
other officially recognized boundaries, but must be the entire area served by
the activity. An activity that serves an area that is not primarily residential
in character shall not qualify under this criterion.
(iii) For each activity determined to benefit low- and moderate -income persons
because the activity involves a facility or service designed for use by a
limited clientele consisting exclusively or predominantly of low -and
moderate -income persons:
a) Documentation establishing that the facility or service is designed
for and used by senior citizens, disabled persons, battered spouses,
abused children, the homeless, illiterate persons, or migrant farm
workers for which the regulations provide presumptive benefit to
low- and moderate -income persons; or
b) Documentation describing how the nature and, if applicable, the
location of the facility or service establishes that it is used
predominantly by low- and moderate -income persons; or
c) Data showing the size and annual income of the family of each
person receiving the benefit.
6.1.3 Equal Opportunity Records containing:
(i) Data on the extent to which each racial and ethnic group and single -headed
households (by gender of household head) have applied for, participated in,
or benefited from, any program or activity funded in whole or in part with
CDBG Funds. Such information shall be used only as a basis for further
investigation relating to compliance with any requirement to attain or
maintain any particular statistical measure by race, ethnicity, or gender in
covered programs.
(ii) Documentation of actions undertaken to meet the requirements of Section
3 of the Housing and Urban Development Act of 1968, as amended (12
2)1b 1
U.S.C. 1701U) relative to the hiring and training of low and very low
income persons and the use of local businesses.
6.1.4 Financial records, in accordance with the applicable requirements listed in 24 CFR
570.502.
6.1.5 Records required to be maintained in accordance with other applicable laws and
regulations set forth in 24 CFR 570 Subpart K.
6.2 RETENTION AND ACCESSIBILITY OF RECORDS:
6.2.1 The Department shall have the authority to review the SUBRECIPIENT's records,
including Project and programmatic records and books of account, for a period of
five (5) years from the expiration/termination of this Agreement (the "Retention
Period"). All books of account and supporting documentation shall be kept by the
SUBRECIPIENT at least until the expiration of the Retention Period.
The SUBRECIPIENT shall maintain records sufficient to meet the requirements of
24 CFR 570.506. All records and reports required herein shall be retained and made
accessible as provided thereunder. The SUBRECIPIENT further agrees to abide
by Chapter 119, Florida Statutes, as the same may be amended from time to time,
pertaining to public records. The SUBRECIPIENT shall ensure that the Agreement
Records shall be at all times subject to and available for full access and review,
inspection and audit by the CITY, federal personnel and any other personnel duly
authorized by the CITY.
6.2.2 The SUBRECIPIENT shall include in all the Department approved subcontracts
used to engage subcontractors to carry out any eligible substantive project or
programmatic activities, as described in this Agreement and defined by the
Department, each of the record -keeping and audit requirements detailed in this
Agreement. The Department shall, in its sole discretion, determine when services
are eligible substantive project and/or programmatic activities and subject to the
audit and record -keeping requirements described in this Agreement.
6.2.3 If the CITY or the SUBRECIPIENT has received or given notice of any kind
indicating any threatened or pending litigation, claim or audit arising out of the
activities pursuant to the project, the activities and/or the Work Program or under
the terms of this Agreement, the Retention Period shall be extended until such time
as the threatened or pending litigation, claim or audit is, in the sole and absolute
discretion of the Department fully, completely and finally resolved.
6.2.4 The SUBRECIPIENT shall notify the Department in writing, both during the term
of this Agreement and after its expiration/termination as part of the final closeout
procedure, of the address where all Agreement Records will be retained.
6.2.5 The SUBRECIPIENT shall obtain the prior written consent of the Department for
the disposal of any Agreement Records within one year after the expiration of the
Retention Period.
6.3 PROVISION OF RECORDS:
6.3.1 At any time upon request by the Department, the SUBRECIPIENT shall provide
all Agreement Records to the Department. The requested Agreement Records shall
become the property of the Department without restriction, reservation, or
limitation on their use. The Department shall have unlimited rights to all books,
articles, or other copyrightable materials developed in the performance of this
Agreement. These rights include the right of royalty -free, nonexclusive, and
irrevocable license to reproduce, publish, or otherwise use, and to authorize others
to use the Work Program for public purposes.
6.3.2 If the SUBRECIPIENT receives funds from, or is under regulatory control of, other
governmental agencies, and those agencies issue monitoring reports, regulatory
examinations, or other similar reports, the SUBRECIPIENT shall provide a copy
of each such report and any follow-up communications and reports to the
Department immediately upon such issuance, unless such disclosure would be
prohibited by any such issuing agency.
6.4 MONITORING. The SUBRECIPIENT shall permit the Department and other persons duly
authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of
the SUBRECIPIENT which are in any way connected to the activities undertaken pursuant to the
terms of this Agreement, andfor interview any clients, employees, subcontractors or assignees of
the SUBRECIPIENT. Following such inspection or interviews, the Department will deliver to the
SUBRECIPIENT a report of its findings. The SUBRECIPIENT will rectify all deficiencies cited
by the Department within the specified period of time set forth in the report or provide the
Department with a reasonable justification for not correcting the same. The Department will
determine, in its sole and absolute discretion, whether or not the SUBRECIPIENT's justification
is acceptable.
At the request of the CITY, the SUBRECIPIENT shall transmit to the CITY written statements of
the SUBRECIPIENT's official policies on specified issues relating to the SUBRECIPIENT's
activities. The CITY will carry out monitoring and evaluation activities, including visits and
observations by CITY staff. The SUBRECIPIENT shall ensure the cooperation of its employees
and its Board members in such efforts. Any inconsistent, incomplete, or inadequate information,
either received by the CITY or obtained through monitoring and evaluation by the CITY, shall
constitute cause for the CITY to terminate this Agreement.
6.5 RELATED PARTIES. The term "related -party transaction" includes, but is not limited to,
a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping
Board of Directors and an organization for which the SUBRECIPIENT is responsible for
appointing memberships. Upon forming the relationship or if already formed, before of at the time
of execution of this Agreement, the SUBRECIPIENT shall report such relationship to the
Department. Any supplemental information shall be promptly reported to the Department. The
SUBRECIPIENT shall report to the Department the name, purpose for and any and all other
relevant information in connection with any related -party transaction.
6.6 PROGRESS REPORTS. The SUBRECIPIENT shall submit to .the CITY, on a quarterly
basis, a Work Program Status Report.
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ARTICLE VII
OTHER CDBG PROGRAM REQUIREMENTS
7.1 The SUBRECIPIENT shall maintain current documentation that its activities are CDBG
eligible in accordance with 24 CFR 570.201(e).
7.2 The SUBRECIPIENT shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted, in whole or in part, with CDBG Funds is an activity which
provides benefit to low- and moderate -income persons.
7.3 The SUBRECIPIENT shall comply with all applicable provisions of 24 CFR 570 and shall
carry out each activity in compliance with all applicable federal laws and regulations described
therein.
7.4 The SUBRECIPIENT shall cooperate with the Department in informing the appropriate
citizen participation structures, including the appropriate area committees, of the activities of the
SUBRECIPIENT in adhering to the provisions of this Agreement. Representatives of the
SUBRECIPIENT shall attend meetings of the appropriate committees and citizen participation
structures upon the request of the citizen participation officers or the Department.
7.5 The SUBRECIPIENT shall, to the greatest extent possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.6 NON-DISCRIMINATION. The SUBRECIPIENT shall not discriminate on the basis of
race, color, national origin, sex, religion, age, marital or family status or handicap in connection
with the activities and/or the Work Program or its performance under this Agreement.
Furthermore, the SUBRECIPIENT agrees that no otherwise qualified individual shall, solely by
reason of his/her race, sex, color, creed, national origin, age, marital status or handicap, be
excluded from the participation in, be denied benefits of, or be subjected to discrimination under
any program or activity receiving federal financial assistance.
7.7 The SUBRECIPIENT shall carry out its Work Program in compliance with all federal laws
and regulations, including those described in 24 CFR 570 Subpart K, ("Other Program
Requirements") of the CDBG Program regulations.
7.8 The SUBRECIPIENT and its subcontractors shall comply with the Davis -Bacon Act, the
Lead -Based Paint Poisoning Prevention Act, and any other applicable laws, ordinances and
regulations.
7.9 The SUBRECIPIENT shall abide by the Federal Labor Standards provisions of U.S. HUD
Form 4010 incorporated herein as part of this Agreement.
7.10 UNIFORM ADMINISTRATIVE REQUIREMENTS. The SUBRECIPIENT shall comply
with the requirements and standards of 2 CFR 200, "Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards", as set forth under Subpart D—"Post
Federal Award Requirements" and Subpart E—"Cost Principles."
7.11 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the
SUBRECIPIENT is or was created by a religious organization, the SUBRECIPIENT agrees that
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all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions,
and limitations of 24 CFR 570.200(j).
In accordance with the First Amendment of the United States Constitution, particularly regarding
the relationship between church and State, as a general rule, CDBG assistance may not be used for
religious activities as provided in 24 CFR 570.200(j). The SUBRECIPIENT shall comply with
those requirements and prohibitions when entering into subcontracts.
7.12 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the
SUBRECIPIENT must transfer to the CITY any unused CDBG Funds at the time of
expiration/termination and any accounts receivable attributable to the use of CDBG Funds.
7.13 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains
uncured thirty (30) days after the SUBRECIPIENT's receipt of notice from the CITY (by certified
or registered mail) of such violation may, at the option of the CITY, be addressed by an action for
damages or equitable relief, or any other remedy provided at law or in equity. In addition to the
remedies of the CITY set forth herein, if the SUBRECIPIENT fails to comply with the terms of
this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR
85.43, as set forth more fully below in Article IX of this Agreement.
7.14 The SUBRECIPIENT shall not assume the CITY's environmental responsibilities
described at 24 CFR 570.604 of the CDBG Program regulations nor the CITY's responsibility for
initiating the review process under Executive Order 12372.
7.15 USE OF FUNDS FOR LOBBYING PROHIBITED. The expenditure of Agreement funds
for the purpose of lobbying the Legislature, judicial branch, or a state agency are expressly
prohibited.
ARTICLE VIII
PROGRAM INCOME
2 CFR 200.307
8.1 Program income means gross income received by the SUBRECIPIENT which has been
directly generated from the use of the CDBG Funds. When such income is generated by an activity
that is only partially assisted with the CDBG Funds, the income shall be prorated to reflect the
percentage of CDBG Funds used. Program income generated by CDBG funded activities shall be
used only to undertake those activities specifically approved by the CITY on and for the Work
Program. All provisions of this Agreement shall apply to such activities. Any program income
on hand when this Agreement expires/terminates or received after such expiration/termination
shall be paid to the CITY, as required by 24 CFR 570.503(b)(8) of the CDBG Program regulations.
The SUBRECIPIENT shall submit to the CITY, if applicable, a Program Income Report on a
quarterly basis. The Program Income Report shall identify CDBG activities in which income was
derived and how income has been utilized.
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8.2 REPAYMENTS. Any interest or other return on the investment of the CDBG Funds shall
be remitted to the CITY on a monthly basis. Any CDBG Funds funded to the SUBRECIPIENT
that do not meet the eligibility requirements, as applicable, must be repaid to the CITY.
ARTICLE IX
REMEDIES. SUSPENSION, TERMINATION
2 CFR 200.338 and 200.339
9.1 REMEDIES FOR NONCOMPLIANCE. The CITY retains the right to terminate this
Agreement at any time prior to the completion of the services required pursuant to this Agreement
without penalty to the CITY. In that event, notice of termination of this Agreement shall be in
writing to the SUBRECIPIENT, who shall be paid for those services performed prior to the date
of its receipt to the notice of termination. In no case, however, shall the CITY pay the
SUBRECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the SUBRECIPIENT that any payment made
in accordance with this Agreement to the SUBRECIPIENT shall be made only if the
SUBRECIPIENT is not in default under the terms of this Agreement. If the SUBRECIPIENT is
in default, the CITY shall not be obligated and shall not pay to the SUBRECIPIENT any sum
whatsoever.
If the SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may take one
or more of the following courses of action:
9.1.1 Temporarily withhold cash payments pending correction of the deficiency by the
SUBRECIPIENT, or such more severe enforcement action as the CITY
determines is necessary or appropriate.
9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part
of the cost of the activity or action not in compliance.
9.1.3 Wholly or partially suspend or terminate the current CDBG Funds awarded to the
SUBRECIPIENT.
9.1.4 Withhold further CDBG grants and/or loans for the SUBRECIPIENT.
9.1.5 Take all such other remedies that may be legally available.
Notwithstanding any other provision of this Agreement, if the SUBRECIPIENT fails to comply
with any term of this Agreement, the SUBRECIPIENT, at the sole discretion of the City, shall pay
to the City an amount equal to the current market value of any real property, under the
SUBRECIPIENT's control, acquired or improved in whole or in part with CDBG Funds (including
CDBG Funds provided to the SUBRECIPIENT in the form of a loan and/or grant), less any portion
of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement
to, the property. The payment is program income to the City.
2016.1
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9.2 SUSPENSION.
9.2.1 The Department may, for reasonable cause, temporarily suspend the
SUBRECIPIENT's operations and authority to obligate funds under this
Agreement or withhold payments to the SUBRECIPIENT pending necessary
corrective action by the SUBRECIPIENT, or both. Reasonable cause shall be
determined by the Department in its sole and absolute discretion, and may include:
(i) Ineffective or improper use of the CDBG Funds by the SUBRECIPIENT;
(ii) Failure by the SUBRECIPIENT to comply with any term or provision of
this Agreement;
(iii) Failure by the SUBRECIPIENT to submit any documents required by this
Agreement; or
(iv) The SUBRECIPIENT's submittal of incorrect or incomplete documents.
9.2.2 The Department may at any time suspend the SUBRECIPIENT's authority to
obligate funds, withhold payments, or both.
9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or
any part of the activities funded by this Agreement.
9.2.4 The Department will notify the SUBRECIPIENT in writing of any action taken
pursuant to this Article, by certified mail, return receipt requested, or by in person
delivery with proof of delivery. The notification will include the reason(s) for such
action, any conditions relating to the action taken, and the necessary corrective
action(s).
9.3 TERMINATION.
9.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive
funds to finance this Agreement from its funding source, or in the event that the
CITY's funding source de -obligates the funds allocated to fund this Agreement, the
Department may terminate this Agreement upon not less than twenty-four (24)
hours prior notice in writing to the SUBRECIPIENT. Said notice shall be delivered
by certified mail, return receipt requested, or by in person delivery with proof of
delivery. In the event that the CITY's funding source reduces the CITY's
entitlement under the CDBG Program, the CITY shall determine, in its sole and
absolute discretion, the availability of funds for the SUBRECIPIENT pursuant to
this Agreement.
9.3.2 Termination for Breach. The Department may terminate this Agreement, in whole
or in part, in the event the Department determines, in its sole and absolute
discretion, that the SUBRECIPIENT is not compliant with any term or provision
of this Agreement.
The Department may terminate this Agreement, in whole or in part, in the event
that the Department determines, in its sole and absolute discretion, that there exists
an event of default under and pursuant to the terms of any other agreement or
2016 1
14
obligation of any kind or nature whatsoever of the SUBRECIPIENT to the CITY,
direct or contingent, whether now or hereafter due, existing, created or arising.
9.3.3 Unless the SUBRECIPIENT's breach is waived by the Department in writing, the
Department may, by written notice to the SUBRECIPIENT, terminate this
Agreement upon not less than twenty-four (24) hours prior written notice. Said
notice shall be delivered by certified mail, return receipt requested, or by in person
delivery with proof of delivery. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any other breach and shall not be
construed to be a modification of the terms of this Agreement. The provisions
hereof are not intended to be, and shall not be, construed to limit the Department's
right to legal or equitable remedies.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMNIFICATION. The Sub -recipient shall indemnify, hold harmless, and defend the
City, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments,
and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the
negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Sub -
recipient and persons employed or utilized by Sub -recipient in the performance of this Contract.
Sub -recipient shall, further, hold the City, its officials and/or employees, harmless for, and defend
the City, its officials and/or employees against, any civil actions, statutory or similar claims,
injuries or damages arising or resulting from the permitted work, even if it is alleged that the City,
its officials and/or employees were negligent. These indemnifications shall survive the term of this
Contract. In the event that any action or proceeding is brought against the City by reason of any
such claim or demand, the Sub -recipient shall, upon written notice from the City, resist and defend
such action or proceeding by counsel satisfactory to the City. The Sub -recipient expressly
understands and agrees that any insurance protection required by this Agreement or otherwise
provided by the Sub -recipient shall in no way limit the responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
The indemnification provided above shall obligate the Sub -recipient to defend, at its own expense,
to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense,
at the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City whether performed by the Sub -recipient, or
persons employed or utilized by Sub -recipient.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will
be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as
applicable.
?Offs 1
15
The Sub -recipient shall require all Sub -contractor agreements to include a provision that they will
indemnify the City.
The Sub -recipient agrees and recognizes that the City shall not be held liable or responsible for
any claims which may result from any actions or omissions of the SUB -RECIPIENT in which the
City participated either through review or concurrence of the Sub -recipient's actions. In reviewing,
approving or rejecting any submissions by the Sub -recipient or other acts of the Sub -recipient, the
City in no way assumes or shares any responsibility or liability of the Sub -recipient or Sub -Sub -
recipient under this Agreements.
10.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing
and signed by both parties hereto. Budget modifications shall be approved by the Department in
writing.
10.3 OWNERSHIP OF DOCUMENTS. All documents developed by the SUBRECIPIENT
under this Agreement shall be delivered to the CITY upon completion of the activities required
pursuant to this Agreement and shall become the property of the CITY, without restriction or
limitation on their use, if requested by the City. The SUBRECIPIENT agrees that all documents
maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public
Records Law, Chapter 119, Florida Statutes.
It is further understood by and between the parties that any document, which is given by the CITY
to the SUBRECIPIENT pursuant to this Agreement, shall at all times remain the property of the
CITY and shall not be used by the SUBRECIPIENT for any other purpose whatsoever without the
prior written consent of the CITY.
10.4 AWARD OF AGREEMENT. The SUBRECIPIENT warrants that it has not employed or
retained any person employed by the CITY to solicit or secure this Agreement and that it has not
offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission,
percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this
Agreement.
10.5 NON-DELEGABILITY. The obligations undertaken by the SUBRECIPIENT pursuant to
this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part,
without the CITY's prior written consent which may be granted or withheld in the CITY's sole
discretion.
10.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced
according to the laws of the State of Florida.
10.7 CONFLICT OF INTEREST.
10.7.1 The SUBRECIPIENT covenants that no person under its employ who presently
exercises any functions or responsibilities in connection with CDBG Program
funded activities has any personal financial interest, direct or indirect, in this
Agreement. The SUBRECIPIENT further covenants that, in the performance of
this Agreement, no person having such a conflicting interest shall be employed.
Any such interest on the part of the SUBRECIPIENT or its employees must be
disclosed in writing to the CITY.
2016 1
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10.7.2 The SUBRECIPIENT is aware of the conflict of interest laws of the City of Miami
(City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County
Code Section 2-11-1), the State of Florida (Chapter 112, Florida Statutes), and 24
CFR 570.611 and agrees that it shall comply in all respects with the terms of the
same.
10.7.3 In all other cases, the SUBRECIPIENT shall comply with the standards contained
within 24 CFR 570.611
10.8 PROCUREMENT. The SUBRECIPIENT shall comply with the standards contained
within 2 CFR 200 Subpart D, "Post Federal Award Requirements."
10.9 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the
SUBRECIPIENT agrees and understands that the CITY has no obligation to renew this
Agreement.
10.10 ENTIRE AGREEMENT. This instrument and its attachments constitute the only
agreement of the parties hereto relating to the CDBG Funds and sets forth the rights, duties, and
obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
10.11 GENERAL CONDITIONS:
10.11.1 All notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by in person delivery or by
registered mail addressed to the other party at the address indicated herein or as
the same may be changed from time to time, upon notice in writing. Such notice
shall be deemed given on the day on which personally served, or, if by mail, on
the fifth day after being posted or the date of actual receipt, whichever is earlier.
CITY OF MIAMI
George Mensah, Director
Department of Housing & Community Development
One Flagler Building
14 NE 1st Avenue, Second Floor
Miami, Florida 33132
SUBRECIPIENT
St. Alban's Day Nursery, Inc.
3465 Brooker Street
Miami, FL 33133
10.11.2 Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
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17
10.11.3 In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached documents, the terms in this Agreement shall
control.
10.11.4 No waiver of breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver
shall be effective unless made in writing.
10.11.5 Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid,
illegal or otherwise unenforceable under the laws of the State of Florida or the
City of Miami, such provision, paragraph, sentence, word or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, or
if not modifiable to conform with such laws, then same shall be deemed severed,
and in either event, the remaining terms and provisions of this Agreement shall
remain unmodified and in full force and effect.
10.12 INDEPENDENT CONTRACTOR. The SUBRECIPIENT and its employees and agents
shall be deemed to be independent contractors and not agents or employees of the CITY, and shall
not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY or any
rights generally afforded classified or unclassified employees; further, they shall not be deemed
entitled to the Florida Worker's Compensation benefits as employees of the CITY.
10.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto,
and their respective heirs, executors, legal representatives, successors, and assigns.
10.14 SUBRECIPIENT CERTIFICATION. The SUBRECIPIENT certifies that it possesses the
legal authority to enter into this Agreement pursuant to authority that has been duly adopted or
passed as an official act of the SUBRECIPIENT' s governing body, authorizing the execution of
this Agreement, including all understandings and assurances contained herein, and directing and
authorizing the person identified as the official representative of the SUBRECIPIENT to act in
connection with this Agreement and to provide such information as may be required.
10.15 WAIVER OF JURY TRIAL. Neither the SUBRECIPIENT, nor any assignee, successor,
heir or personal representative of the SUBRECIPIENT, nor any other person or entity, shall seek
a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon
or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship
between or among such persons or entities, or any of them. Neither the SUBRECIPIENT, nor any
other person or entity will seek to consolidate any such action in which a jury trial has been waived
with any other action. The provisions of this paragraph have been fully discussed by the parties
hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement
has in any manner agreed with or represented to any other party that the provisions of this
paragraph will not be fully enforced in all instances.
10.16 CLOSE OUT. When the City determines that all required work under the Agreement has
been completed or upon the expiration or termination of the SUBRECIPIENT Agreement, the
CITY shall require the SUBRECIPIENT to provide final versions of all financial, performance,
and other reports. These reports may include, but are not limited to:
2016 1
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■ A final performance or progress report.
• A financial status report (including all program income).
• A final request for payment.
• A final inventory of property in the SUBRECIPIENT's possession that was acquired or
improved with CDBG funds.
10.17 COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be
executed in any number of counterparts, each of which so executed shall be deemed to be an
original, and such counterparts shall together constitute but one and the same Agreement. The
parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by
facsimile, PDF or other email transmission), which signature shall be binding on the party whose
name is contained therein. Any party providing an electronic signature agrees to promptly execute
and deliver to the other parties an original signed Agreement upon request.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized on the date above written.
SUBRECIPIENT
St. Alban's Day Nursery, Inc.
3465 Brooker Street
Miami, FL 33133
a Florida not -for -profit corporation
AUTHORIZED REPRESENTATIVE:
CJI2LLtLI4 YJU.
Name: Dr. Chemika Burkhalter Date: 10/18/2022
Title: Executive Director
CITY OF MIAM[, a municipal
Corporation of the State of Florida
Arthur Noriega V
City Manager
/ '7�
ate:'
APPROVED AS TO INSURANCE
REQUIREMENTS
Gomez,
Frank
Digitally signed by Gomez, Frank
Date: 2022.12.05 14:26:38 -05'00'
Ann -Marie Sharpe
Risk Management
Date:
ATTEST:
Colzie
Title. Board Secretary
Corporate Seal:
ATTEST:
Dodd B. Hann
City Clerk
Date: 10/18/2022
Date:
(9 faux6
APPROVED AS TO FORM AND
CORRECTNESS:
Vic oria Mendez XE Date: 1 2/22/22
City Attorney 22-3336
20
C.<ILD ENRICI.r'IEr•T CENTER
Board of Directors
President
Sean Greene, CPA
Vice -President
Alex Fraser
Secretary
Mary Colzie
Rudolph Larrimore, CPA
Parliamentarian
John Sands
Board Members
Nicola Brown
Kimberly Hillery, Esq.
Miles Jennings
Anthony Williams
Chrislyne Florence
Executive Director
Dr. Chemika Burkhalter, LCSW
Locations
Main Office/Coconut Grove
3465 Brooker Street
Miami, FL 33133
305-443-1234
South Miami
6060 SW 66th Street
Miami, FL 33143
305-667-2664
Allapattah
2370 NW 17th Avenue
Suite 100
Miami, FL 33142
786-670-9960
RESOLUTION AUTHORIZING EXECUTION OF CONTRACT WITH
CITY OF MIAMI AND ST. ALBAN'S DAY NURSERY, INC.
WHEREAS, This Board desired to accomplish the objectives as outlined in the scope of
services of the contract with Miami -Dade County.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF St.
Alban's Day Nursery, Inc., DBA: St. Alban's Child Enrichment Center approves one
Contract with the City of Miami in the amount of $32,818 for the provisions of childcare
for the Fiscal Year 2022 - 2023 and authorizes Dr. Chemika Burkhalter to execute same
for and on behalf of St. Alban's Day Nursery, Inc.
The foregoing resolution was offered by Anthony Williams, who moved it adoption; the
motion was seconded by Nicola Brown, and upon being put to a vote, the vote was as
follows:
• Rudolph Larrimore—yes
• Chrislyne Florence —yes
• Mary Colzie--yes
• Nicola Brown —yes
• Anthony Williams —yes
The Chairperson/President thereupon declared this resolution duly passed and adopted
this 27'h day of October, 2022.
Si — C airperson or Secretary
United
Way
dtien
MBF
QELearnl
!i Coalition
City of Miami
Resolution R-22-0388
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www, miamigov.com
File Number: 12430
Final Action Date: 10/13/2022
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE ALLOCATION OF COMMUNITY DEVELOPMENT BLOCK
GRANT ("CDBG") FUNDS FOR FISCAL YEAR ("FY") 2022-2023, IN THE
AMOUNT OF $817,619.10 IN THE PUBLIC SERVICE CATEGORY, AND THE
AMOUNT OF $33,126.35 FROM THE PREVIOUS YEAR'S CDBG PROGRAM
INCOME, FOR A TOTAL AMOUNT OF $850,745.45, TO THE AGENCIES
AND/OR DEPARTMENTS SPECIFIED IN EXHIBIT "A", ATTACHED AND
INCORPORATED, FOR PUBLIC SERVICE ACTIVITIES; FURTHER
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY
AND ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS,
EXTENSIONS, AND MODIFICATIONS, ALL IN FORMS ACCEPTABLE TO THE
CITY ATTORNEY, SUBJECT TO ALL FEDERAL, STATE, AND LOCAL LAWS
THAT REGULATE THE USE OF SUCH FUND, FOR SAID PURPOSE.
WHEREAS, pursuant to Resolution No. 22-0245, adopted July 19, 2022, the Miami City
Commission approved the allocation of Community Development Block Grant ("CDBG") funds
for Fiscal Year ("FY") 2022-2023, in the total amount of $5,450,794.00, which included an
amount of $817,619.10 in the Public Service program category; and
WHEREAS, there is an unexpended amount of $33,126.35 from the previous year's
CDBG program income that needs to be reallocated; and
WHEREAS, these funds need to be reallocated to the agencies and/or departments,
specified in Exhibit "A," attached and incorporated, for public service activities beginning
October 1, 2022; and
WHEREAS, the City's Administration recommends the allocation of CDBG funds in the
Public Service category, in the amount of $817,619.10, and the amount of $33,126.35 from the
previous year's CDBG program income, for a total amount of $850,745.45 to the agencies
and/or departments specified in Exhibit "A", attached and incorporated, for public service
activities;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this section.
Section 2. The allocation of CDBG funds in the Public Service category, in the amount
of $817,619.10, and the amount of $33,126.35 from the previous year's CDBG program income,
for a total amount of $850,745.45 to the agencies and/or departments specified in Exhibit "A",
City of Miami Page 1 of 2 file ID: 12430 (Revision:) Printed On: 10/17/2022
File ID: 12430 Enactment Number: R-22-0388
attached and incorporated, for Public Service activities beginning October 1, 2022, is
authorized.'
Section 3. The City Manager is authorized' to negotiate and execute any and all
necessary documents, including amendments, extensions, and modifications, all in forms
acceptable to the City Attorney, subject to all federal, state, and local laws that regulate the use
of such funds for said purpose.
Section 4. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND CORRECTNESS:
ria
dez, i y ttor ey 10/3/2022
1 The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to those prescribed by applicable City Charter and City Code
provisions.
City of Miami Page 2 of 2 File ID: 12430 (Revision:) Printed on: 10/17/2022
EXHIBIT "A"
CITY OF MIAMI
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
ALLOCATION OF COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
PUBLIC SERVICE FUNDS
FISCAL YEAR: 2022-2023
Agency
Description of Services
CDBG Public
Service FY:2022-23
Camillus House, Inc.
Homeless Support Services
$26,300.00
Centro Mater Child Care Services, Inc.
Child Care Services
$171,146.00
De Hostos Senior Center, Inc.
Elderly Meals
$29 300.00
Girl Power Rocks, Inc.
Youth Services
$26,300.00
Greater Miami Service Corps
Youth Services
$26,300.00
Helping Hands Youth Center, Inc.
Youth Services
$26,300.00
Liga Contra El Cancer, Inc.
Health Services
$5,000.00
St. Alban's Day Nursery, Inc.
Child Care Services
$32,818.00
The Association for the Development of the Exceptional, Inc.
Services for the Disabled
$26,300.00
The Liberty City Optimist Club of Florida, Inc.
Youth Services
$26,300.00
The Start Program, Inc.
Youth Services
$26,254.00
The Sundari Foundation, Inc.
Homeless Services for Women
$10,000.00
Thelma Gibson Health Initiative
Employment Training
$72,198.00
Department of Resiliency and Public Works
Eligible Public Works Improvements
$161,361.00
Department of Housing and Community Development
To be allocated
$184,868.45
Total CDBG Public Service Allocation:
$850,745.45
EXHIBIT B
WORK PROGRAM
CHILDCARE SERVICES PROGRAM
National Objective:
1. SUBRECIPIENT understands that the National Objective for this activity is assistance to
low to moderate income persons by serving a limited clientele as defined in 24 CFR
570.208(a)(2) and that the HUD matrix code associated with this activity is:
05L (Childcare Services) is defined as services that will benefit children under the
age of 13.
Scope of Services:
1. SUBRECIPIENT will provide childcare services and related services to eligible program
participants from October 1, 2022 to September 30, 2023 with funding from the 2022-
2023 CDBG Program Year.
2. SUBRECIPIENT will provide a full day of childcare services to eligible program
participants on the following days:
x Monday, X Tuesday, X Wednesd x Thursday, x Frida for a total of
5 program days between 8 i'PM and 4 AMf� to 5
eligible participants, at the following site(s):
St. Alban's Dav Nursery - 3465 Brooker Street, Miami, FL 33133
Other tasks to be performed by the SUBRECIPIENT in connection with the provision of childcare
services include, but are not limited to, the following:
3. Perform eligibility determination: (24CFR 570.208(a)(1)(i) and 24CFR 570.506)
A. Only children and family meeting the following criteria will be considered eligible
program participants:
a. Reside in the City of Miami
b. A member of a low (extremely low to low) income household
c. Under the age of 13
B. SUBRECIPIENT must keep in file proof of the information listed below demonstrating
that each program participant is eligible to receive program benefits:
a. City of Miami Public Service Application
b. Parent current picture identification
c. Proof of Participant's Age
i. Legible copy of a birth certificate
ii. School registrar information for active school year
d. Proof of living in the city and the district
i. School registrarinformation for active school year
1. Also include the following print outs from the below two links:
a. https:/Iwww.miamidade.govipa/property search.asp
i. Folio # must begin with 01- to be consider a City
of Miami resident.
b. https://www.miamigov.com/ServicesfYour-
Neit;hborhoodIl ind-Mv-ConnmissionerDistrict-Map
e. Current HUD Income Limits Chart (At the time of client intake.)
i. https:/iwww.huduser.govJportal/datasets!il.html
f. Proof of Household Income (Any one of those documents will suffice.)
i. School registrar information showing meal qualification status (for
active school year)
ii. Pay Stub (not older than 90 days- 3 months of paycheck stubs)
iii. Bank Statement showing direct deposit amounts (not older than 90 days)
iv. Employer Statement / Letter (not older than 90 days)
v. Social Security Statement
vi. Medicaid Cards
vii. Section 8 certification
viii. AFDC / Food Stamp Authorization Statement
ix. Latest Income Tax Return
Proof of Legal Residency:
i. Last five (5) digits of clients SSN must be clearly written on application
ii. If illegal aliens, application must indicate their legal status
g.
SUBRECIPIENT may replace program participants who stop receiving program benefits by
providing the information required in items 4 a. and b. for the new participant. SUBRECIPIENT
will not invoice the City of Miami until the proposed participant is certified as eligible by the City
of Miami.
4. At all times, maintain facilities in conformance with all applicable codes, licensing, and
other requirements for the operation of day care center and/or youth center. The facilities
must be handicapped accessible.
5. Procure services and equipment in a manner that provides, to the maximum extent,
practical, open and free competition and in compliance with 24 CFR 84.40-48.
6. As part of the programs, provide a range of structured social, educational and cultural
enrichment activities appropriate to the age group being served.
7. Maintain program and financial records documenting the eligibility, attendance, provision
of services, and SUBRECIPIENT expenses relative to the childcare services as a result of
the assistance the CDBG program.
8. SUBRECIPIENT will provide the following program reports to the City:
a. A monthly report for the services provided to eligible participants in a form
provided by the CITY. This report must include the date range when services were
provided, the name of the participant, type of service provided (after school or full
day), the last five digits of the participant's social security number and the number
of days served. This form must be signed by the Program Manager and Executive
Director.
b. A final Close -Out (financial report) and inventory report.
Authorized Representative Signature:
Print ame: Dr. Chemika Burkhalter
Title: Executive Director
10/18121322
Date
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of S physical presence or 0 online
notarization, this
50:44--Nro,41-ker-
clay of
20 by
of St. Alban's Day Nursery, Inc., a Florida Not For Profit
Corporation, on behalf of the corporation. He/she is personally known to me or has produced
r,►-tI)'),1la-ir) as identification.
[Notary Seal]:
Signature of Notary
4 ;��er aii`••, TAMELA DAWSON
I ; e': Notary Public . State of Florida
.' �, g Commission rf HH 130716
1 •'?'ovn. ' My Comm. Expires Jul 9, 2025 M
0 Bonded through National Notary Assn. I
EXHIBIT C
COMPENSATION AND BUDGET SUMMARY
YOUTH SERVICES PROGRAM
A. The maximum compensation under this Agreement shall be S 32.818.00.
B. SUBRECIPIENT's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salaries Schedule
are attached hereto and made part of this Agreement.
C. All payments shall be for services provided only during the term of this Agreement and in compliance
with the previously approved Work Program (Exhibit B) and Program Budget.
D. Requests for payment should be made at least on a monthly basis. Reimbursement requests should
be submitted to the CITY by the 10t of the following month to the following email address
hcdrequest r miamigov .com. After the indebtedness has been incurred in a form provided by the
Department. Failure to comply with these time frames for requesting reimbursement/payment may
result in the rejection of those invoices within the reimbursement package which do not meet these
requirements.
E. Each written request for payment shall contain a statement declaring and affirming that services
were provided to certified program participants and in accordance with the approved Work Program
and Program Budget. All documentation in support of each request shall be subject to review and
approval by the CITY at the time the request is made.
-.,. `...
F. All expenditures must be verified with a copy of the original invoice "and a copy of a check of other
form of payment which was used to pay that specific invoke. ,_in the eventthat an invoice is paid
by various funding sources, the copy of the invoice mustindicate the exact` amount' (alloation)
paid by various funding sources equaling the total of the invoice. No miscellaneous categories
shall be accepted as a line -item budget.
G. The SUBRECIPIENT must submit the final request for payment to the CITY within ten (10)
calendar days following the termination date of this Agreement. If the SUBRECIPIENT fails to
comply with this requirement, the SUBRECIPIENT shall forfeit all rights to payment and the CITY
shall not honor any request submitted thereafter.
H. Any payment due under this Agreement may be withheld pending the receipt and approval by the
CITY of all reports due from the SUBRECIPIENT as a part of this Agreement and any
modifications thereto.
I. During the term hereof and for a period of five (5) years following the date of the last payment
made hereunder, the CITY shall have the right to review and audit the time records and related
records of the SUBRECIPIENT pertaining to any payments by the CITY.
Authorized Representative Signature:
Print Name: Dr. Chemika Burkhalter
Title: Executive Director
10/18/2022
Date
CITY OF MIAMI
DEPARTMENT OF HOUSING & COMMUNITY DEVELOPMENT
ITEMIZED BUDGET NARRATIVE
Agency: St. Alban's Day Nursery, Inc.
Period: October 1, 2022 - September 30, 2023
Funding Source: Community Development Block Grant (CDBG)
ITEM
DESCRIPTION
AMOUNT
100 STAFF SALARIES
Two (2) teachers during the school year - Five (5) City of Miami children.
Three (3) teachers during the Summer Program - Approx. Ten (10) City of
Miami children $ 28,363
101 STAFF FICA
STAFF FICA 1,759.00
102 STAFF MICA
STAFF MICA
411.00
103 STAFF WORKERS
STAFF WORKERS COMP
289.00
104 STAFF UNEMPLO
STAFF UNEMPLOYMENT COMP
184.00
105 STAFF GROUP HE
STAFF GROUP HEALTH & LIFE INSURANCE
1,812.00
BUDGET FORM I
1 OF 1
CITY OF MIAMI
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
COST ALLOCATION PLAN
Alban's Day Nursery, Inc.
Period Being Cost Allocated: 10/1/2022 - 09/30/2023
Imple Effective Date(s):
10/01/2022-
09/30/2023
07/01/2022-06/30/2023
10/01/2022-09/30/2023
07/01/2022-
06/30/2023
07/01/2022-
06/30/2023
07/01/2022-
06/30/2023
10/01/2022-
09/30/2023
03/01/2023-
08/31/2023
10/01/2022-
09/30/2023
Line -Item Description
%
CDBG
%
Early Headstart
%
Infant & Toddler
%
Headstart
%
VPK
%
School
Readiness
%
Early Literac
%
Children's
Trust Literacy
%
Food
%
, :.
,it...
r...���..,
n �
F. :�w. ,:.. y
"�d .V "�:,n ..:
� P.�, dr ,..
�.. :.. .,�
�,;5",.. ,..
.,. d.
...:.i�, )�
t'�w"". h
,n,+..:. is
�*i.. J!kbY.
�r •s`7
i ray,.
�IIC�_tire'3 "u.�.-�_�
...,
.i
� "9 .d.�:
"a ti `4�
:312"d...
' , e
�.. =11,
.,i. ti�
.«?...,�iFi ..
;,H
.,..6,ae
Effective Date(s):
)tion
%
%
%
%
%
%
%
%
%
%
ARIES
2.04%
28,363
19.12%
265,661.98
0.81%
11,219
60.19%
836,202.77
6.27%
87,147.03
2.26%
31,411
1.13%
15,761
1.79%
24,922
6.38%
88,618.15
100.0016
A
2.11%
1,759
19.76%
16,471.04
0.20%
163
62.21%
51,844.57
6.48%
5,403.12
0.53%
438
0.27%
224
1.85%
1,545
6.59%
5,494.33
100.0016
A
1.80 %
411
16.88%
3,852.10
3.05%
696
53.12%
12,124.94
5.54%
1,263.63
8.20%
1 872
4.20%
958
1.58%
361
5.63%
1,284.96
100.0016
RKERS COMP.
0.97%
289
21.10%
6,285.00
0.83%
247
60.36%
17,980.00
7.36%
2,192.05
2.23%
664
1.14%
340
1.81%
538
4.21%
1,252.60
100.00%
EMPLOYMENT
1.03%
184
9.85%
1,768.00
3.38%
606
51.23%
9,193.00
5.53%
991.55
9.08%
1,630
4.65%
834
7.35%
1,319
7.91%
1,418.99
t0000%
OUP HEALTH & LIFE IN
1.69%
1,812
16.95%
18,156.00
0.86%
919
60.86%
65,213.98
8.62%
9,234.50
2.25%
2,412
1.18%
1,263
1.66%
1,778
5.93%
6,357.50
100.0016
NT STAFF
o.00%
DNAL SERVICES
12,281.00
9.81 %
65.02%
81,418.82
6.90 %
8,642.85
16.35%
20475
1.93%
2,410.71
100.0016
;1-
77.04%
8,103.00
22.96 %
2415
0.00%
100.0016
100.00%
8400
0.00%
100.0016
2Y STAFF
0.00%
-OST
o.00%
)FF. BOND
o.00%
LITY INS.
12.73%
4,561.00
79.39%
28,434.98
7.87%
2,820.13
100.0016
ILITY
0.00%
000%
>URANCE
o.00%
IE
51.36 %
5 500.00
13.07 %
1,400.00
25.06 %
2 683
10.51 %
1,125.00
l00.00%
aLSRVS.
7.31%
2,800.00
63.94%
24,500.00
3.39%
1,300.00
11.98%
4,590
10.44%
4000
2.94%
1,125.00
100.00%
10.14%
1,900.00
30.97%
5,805.00
7.95%
1,490.00
23.08%
4,327
21.87%
4100
6.00%
1,125.00
100.00%
;EWER
13.50%
2,000.00
39.19%
5,805.00
0.00%
13.68%
2,027
26.02%
3854
7.60%
1,125.00
100.00%
IT REPAIR
0.00%
IT MAINT.
100.00%
969.00
100.00%
NTENANCE
14.21%
5490.00
67.08%
25,909.00
10.59%
4,092.23
8.12%
3,135.00
100.0016
3OF. MTNG.
o.00%
UAL MAINT.
o.00%
HICLE
NAL MAINT.
4,161.00
570.00
0.00%
IT RENTAL
87.95%
12.05%
too.00%
NTAL
o.00%
0.00%
DUTSIDE
0_00%
ONS
o.00%
NG
100.00%
2,080.50
100.0096
HIP
o.00%
WEL
27.00%
324.00
73.00%
876.00
100.00%
IWN TRAVEL
0.00%
AIL --STAFF
000%
REPRO.
45.41%
508.40
23.32 %
261.10
31.26%
350
100.0094
o.00%
iP. STAFF
13.70 %
786.00
57.62 %
3 305.38
8.06%
462.30
20.62 %
1183
100.00%
SUPPLIES
9.44%
547.20
57.44%
3,328.80
11.80%
684.00
4.05%
235
17.26%
1000
100.0016
'. (SFETC)
100.00%
400
100.00%
ILE TOOL
_
o.00%
SFETC)
o.00%
2 SUPPLIES
0.00%
VE SERVICE
o.00%
E/SUPP
1.47%
1,466.68
7.01%
7,000.00
1.12%
1,122.32
4.81%
4800
85.58%
85,419.78
100.0016
BOOKS
5
4NT)
UTLAY EQUIP.
RNITURE
D0.00)
TOTAL:
1.58%
$32,818.00
16.68%
$345,827.40
0.67%
$13,848.12
57.82%
$1,198,786.74
6.23%
$129,076.80
2.54%
$52,689.02
0.93%
$19,380.80
3.91%
$81,040.17
9.64%
$199,892.02
AGENCY: St. Alban's Nursery Day, Inc.
CITY OF MIAMI
DEPARTMENT OF COMMUNITY DEVELOPMENT
STAFF SALARY FORECAST
BUDGET FORM II
PERIOD COVERING: October 1, 2022 - September 30,
Employee Name
Position Title
Social
Security
Ethnicity
Type of
Employee
Pt/Ft
Period
Budgeted
Pay Periods
Annual
Gross
Salary
Total Salary
Per Pay Period
Percent of
Salary
Charged to City
Total Amount
Charged to
City
Bethel, Erica
Teacher
Black
American
FT
26
4
$ 31,450
$ 1,210
15.38%
$ 4,838
$ 28,363
EXHIBIT D
CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid, or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of an
agency a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with the awarding of any Federal contract, the making of any Federal
grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan,
or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance
with its instructions.
(3) This undersigned shall require that the language of this certification be included in the
award documents for "All" sub -awards at all tiers (including subcontracts, sub -grants, and
contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify
and disclose accordingly.
* Note: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies
to cover Contract/grant transactions over $100,000 (per QMB).
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a pre -requisite for making
or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
Authorized. Representative Signature:
Print Name: Dr. Chemika Burkhalter
Title: Executive Director
10/18/2022
Date
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was ac • wledged before me b means of a physical presence or O
dine notarization th' day o ,� 1Q2r 20 �� by
of(AI l ;L% ,l `4 u t 6er ,
corporation, on behalf of the corporatiol He/she is pconally known to
'- r1 as identification.
a
me or has roduced
[Notary Seal]:
TAMELAOA +N
P Notary Public - State of
Commission ti H1113071 t
t My Comm. Expires Jul 9,
Bonded through National Notary "` •
X0?Wa., .
to;,=.lE Signature of N.otai
7.0EF;?i} n.. iaru "J ,.fit ttr. a
r: A Ys=; ^=t Sr,rte ripsPol:17
EXHIBIT E
1.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION & OTHER
RESPONSIBILITY MATTERS
PRIMARY COVERED TRANSACTIONS
Subrecipient certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, and declared
ineligible, or voluntarily excluded from covered transactions by any Federal
department or agency.
b. Have not within a three-year period preceding this proposal been convicted of
or had a civil judgement 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 falsification
or destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a
government entity (Federal, State, or local) with commission of any of the
offenses enumerated in paragraph 1.b of this certification; and
d. 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.
2. Where the prospective primary participant is unable to certify to any of the statements
in this certification, such prospective participant shall submit an explanation to the City
of Miami.
Authorized Representative Signature:
tit4 1,1
Print Name: Dr. Chemika Burkhalter
Title: Executive Director
10/18/2022
Date
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before m by means of e physical presence or 0
o line notarization, this ittli day of 20 c1c- by
Che 1i--'K of
a corporation, on behalf of the corporation. He/sh personally known to
\iitsft(1 d
me or has +roduced
[Notary Seal]:
TAMELA DAWSON
Notary Public - State of Flo a •
Commission Y NH 13071
,en My Comm. Expires Jul 9, acas.4.
Bonded through National Notary Assn..
as identification.
--4-.ssA.rty
Signature of Notary:: r
wrap �....,:..,.�._ty,.=..r..ar•ts...�:si*,*;.r-�.
EXHIBIT F
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A).
FLORIDA STATUTES ON PUBLIC ENTITY CRIME
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to city of Miami
by Dr. Chemika Burkhalter/Executive Director
(Printthis individual's name and title)
for St. Alban's Day Nursery, Inc.
(Print name of entity submitting statements)
whose business address is 3465 Brooker Street Miami Florida 33133
and if applicable is Federal Employer Identification Number (FEIN) is 59-0766992
If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
Statement:
2. I understand that a "public entity crime" as defined in paragraph 287.133(I)(a), Florida Statutes,
mean a violation of any state or federal law by a person with respect to and directly related to the
transactions of business with any public entity or with an agency or political subdivision of any
other state or with the United States including, but not limited to any bid or contract for goods or
services to be provided to any public entity or any agency or political subdivision of any other state
or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering,
conspiracy, or material misrepresentation.
3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(I)(b), Florida
Statutes means a finding of guilt or a conviction of a public entity crime, with or without
adjudication of guilt, in any federal or state trial court of record relating to charges brought by
indictment or information after July 1, 1989, as a result of a Jury verdict, nonjury trial, or entry of
a plea of guilty or nolo contendere.
4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity
and who has been convicted of a public entity crime. The term "affiliate" includes those officers,
directors, executives, partners, shareholders, employees, members, and agents who are active
in the management of an . affiliate. The ownership by one person of shares constituting a
controlling interest in another person, or a pooling of equipment or income among persons when
not for fair market value under an arm's length agreement, shall be a prima facie case that one
person controls another person. A person who knowingly enters 'into a joint venture with a person
who has been convicted of a public entity crime in Florida during the preceding 36 months shall be
considered an affiliate.
5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any
natural person or entity organized under the lasys4amslate or of thee United States with the legal
power to enter into a binding contract and whicli bids or applies,to bid on contra s for the provision
4ii•Pi ^...t• I•...� �. ti'fx'n'.
of goods or services let by a public entity, dr which othe'rwtse3'tran acts'or pplies to transact
business with a public entity. The term "pe on" includes those ofiEice%sfiexecutives, partners,
shareholders, employees, members, and agent ,i ' i nat em ent of an entity.
6. Based on information and belief, the statement which I have marked below is true in a relation
to the entity submitting this sworn statement. (Please indicate with an "X" which statement
applies).
X Neither the entity submitting this sworn statement, nor any of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or any affiliate of the entity has been charged with and convicted of a
public entity crime within the past 36 months.
The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or an affiliate of the entity has been charged with and convicted of a
public entity crime within the past 36 months. AND (Please indicate which additional statement
applies).
The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or agents who are active in the management of the entity, or an affiliate
of the entity has been charged with and convicted ofa public entity crime within the past 36 months.
However, there has been a subsequent proceeding before a Hearing Officers of the State of Florida,
Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it
was not in the public interest to place the entity submitting this sworn statement on the convicted
vendor list. (Attached is a copy of the final order).
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING
OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE
IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH
DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE
PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER PERIOD IS LONGER.
I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY
PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD
AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY
TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
Authorized Representative Signature:
fir - btlitede;'
Print Name: Dr. Chemika Burkhalter
Title: Executive Director
10/18/2022
Date
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acl nowledged before meeby means of a physical presence or 0
20 by
] of 49 O y to TAIL.
a �ts' %�► corporation, on behalf of the corporatio . He/she i rsonally known to
me or has roduced '3%C�•fi i t �t __.l t- r1 as identification.
Signature of Notary
line note ' .tion, this T^ da of
[Notary Seal]: i
`y i -- -dp.
f TAMELA DAWSON
`-= Notary Public . State of Florida
as Commission If HH 130718
My Comm. Expels Jul 9, 2025
Bonded through National Notary Assn.
Exhibit G
INSURANCE REQUIREMENTS
PUBLIC SERVICE AND ECONOMIC
DEVELOPMENT PROGRAMS FOR
HOUSING & COMMUNITY DEVELOPMENT
I. Commercial General Liability (Primary & Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $300,000
General Aggregate Limit $600,000
Products/Completed Operations $300,000
Personal and Advertising Injury $300,000
B. Endorsements Required
City of Miami included listed as additional insured (endorsement
Required)
Explosion, Collapse, & Underground Hazard (If Applicable)
Contingent Liability/Contractual Liability
Premises & Operations Liability
Example. "The City of Miami is named additional insured on the general liability. On a
primary and non-contributory basis. All policy and conditions apply."
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Owned Autos/Scheduled Autos
Including coverage for Hired and Non -Owned Autos
Combined Single Limit • $ 300,000
B. Endorsements Required
City of Miami included as an Additional Insured
Example. "The City of Miami is named additional insured on the automobile liability.
Note: If does not own any vehicles please submit this stamen on the agency's
dated letterhead and signed by the authorized representative.
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional Liability (If Applicable)
Each Claim
Policy Aggregate
$250,000
$250,000
V. Certificate Holder Information should be listed as the following:
City of Miami
444 SW 2nd Avenue
Miami, FL 33130
`THE DEPARTMENT OF RISK At-1:V--1GE.i!E1'T Rf SERt'1-:S THE RIGHT TO
SOLICIT ADDITIONAL l:`'SURA CECOI'ER4GE'--1S:11.4YBEAPPLICABLE IN
CONNECTION TO :1 P,-1 RTICL L, l R RISK, OR SCOPE OF SI:R I 7CES-/t1'OR'1i
PROGR.1.11 "
THE ABOVE POLICIES SHALL PROVIDE THE CITY OF MIAMI WITH
WRITTEN NOTICE OF CANCELLATION IN ACCORDANCE WITH POLICY
PROVISIONS.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
9/2/2022
Dawn Hammac
RPS AmPro - Sebastian, FL
1511 US-1Suite 101
Sebastian, FL 32958
RE: St. Alban's Day Nursery Inc
PolicyNo.: EKI3439439
Dear Dawn Hammac:
Attached please find the following items for the policy for the above mentioned account. Review and report any discrepancies to
our office right away.
1. Declarations EKI-D-8-FL (2-18)
2. E-Risk Management Tools Center-EPL HLPEPL (1-18)
3. E-Risk Management Tools Center-IPO HLPIPO (1-18)
4. General Terms and Conditions EKI-326 (04/08)
5. Employment Practices Coverage Section EKI-P-7 (04/08)
6. Insured Person and Organization Coverage Section EKI-P-8 (04/08)
7. Advisory Board Extension - IPO EKI-99 (04/08)
8. Allocation Provision (Non Profit) EKI-804 (01/09)
9. Amend Conduct Exclusion - IPO EKI-1588 (2-15)
10. Amend Conduct Exclusion -Foreign Jurisdiction - IPO EKI-1638 (1-16)
11. Amend Definition of Insured Person-Leased/Contracted Employees - IPO Coverage Section EKI-888 (12/09)
12. Amend Definition of Third Party Endorsement - EPL EKI-1651 (10-16)
13. Amend Discovery Election - 90 Days EKI-803(01/09)
14. Amend Insured Versus Insured Exclusion (Non -Profit) - IPO Coverage Section EKI-255 (08/09)
15. Amend Notice of Circumstances - EPL Coverage Section EKI-1142 (11/12)
16. Amend Notice of Circumstances - IPO Coverage Section EKI-1143 (11/12)
17. Amend Notice Provision - (Non -Profit) - EPL Coverage Section EKI-266 (04/08)
18. Amend Notice Provision (Non -Profit) - IPO Coverage Section EKI-267 (04/08)
19. Amend Notice Provision 60 Days - (Non -Profit) - EPL Coverage Section EKI-1018 (1-12)
20. Amend Other Insurance to be Primary - IPO - IPO Coverage Section EKI-1109 (6-12)
21. Amend Subrogation Provision - Final Judgment EKI-805 (01/09)
22. Amend Warranty Provision Non -Rescindable Coverage (Non -Profit) EKI-261 (04/09)
23. Amendatory Endorsement - Florida EKI-304FL(11/10)
24. Amended Insured Persons Versus Organization - IPO EKI-2130 (1-19)
25. Amended Insured Versus Insured Exclusion - Foreign Jurisdiction - IPO Coverage Section EKI-814 (05/09)
26. Amended Insured Versus Insured Exclusion Whistleblower Carveback - IPO Coverage Section EKI-930 (02/11)
27. Amended Insured Versus Insured Exclusion with Creditor Committee Carveback - IPO Coverage Section EKI-
806 (01/09)
28. Cap on Losses from Certified Acts of Terrorism EKI-351 (1-15)
29. Cost Of Investigations Coverage (Non -Profit) - IPO Coverage Section EKI-807 (04/09)
30. Crisis Fund for Non -Profits - Crisis Communications Management Insurance (Non -Profit) $10k Crisis Fund-
IPO EKI-269 (5-18)
31. Employed Lawyers Extension - IPO Coverage Section EKI-1539 (02/14)
32. Employee Privacy Coverage with Sub -Limit (Non -Profit) - EPL Coverage Section EKI-1128 (09/12)
33. Excess Benefit Transaction Excise Tax Coverage Endorsement - IPO EKI-104 (04/08)
34. Florida Policyholder Notice UTI-278g (09/06)
35. Immigration Claim Endorsement (Non -Profit) - $100,000 Sub -Limit - EPL Coverage Section EKI-869 (08/09)
36. Molestation Exclusion (Non -Profit) - EPL Coverage Section EKI-256 (04/08)
37. Outside Entity Coverage for Non -Profit Companies - IPO Coverage Section EKI-355 (06/08)
38. Prior and Interrelated Wrongful Acts Exclusion (Non -Profit) - IPO Coverage Section EKI-119 (04/08)
39. Prior And Interrelated Wrongful Acts Exclusion - (Non -Profit) - EPL Coverage Section EKI-118 (04/08)
40. Prior And Interrelated Wrongful Acts Exclusion - Fiduciary (Non -Profit) - Fiduciary Coverage Section EKI-120
(04/08)
41. Priority of Payments Provision (Non -Profit) - IPO Coverage Section EKI-238 (04/08)
42. Professional Services Errors and Omissions Exclusions - IPO Coverage Section EKI-121 (04/08)
43. Sexual Misconduct, Child Abuse, Neglect Exclusion (Non -Profit) - IPO EKI-110 (04/08)
44. Tolling or Waiving the Statute of Limitations - IPO Coverage Section EKI-802 (01/09)
45. Wage and Hour Claim Endorsement - Non -Profit - $250,000 Sub -Limit - EPL Coverage Section EKI-1607 (5-15)
46. Policyholder Disclosure Notice of Terrorism Insurance Coverage NOTIO603FL (12/20)
Thank you.
Tyrus Quade
4
Underwritten by: Scottsdale Indemnity Company
Home Office: One Nationwide Plaza • Columbus, Ohio 43215
Administrative Office: 8877 North Gainey Center Drive • Scottsdale, Arizona 85258
1-800-423-7675 • A Stock Company
BUSINESS AND MANAGEMENT INDEMNITY POLICY
NON-PROFIT ORGANIZATIONS DECLARATIONS
THE LIABILITY COVERAGE SECTIONS OF THIS POLICY, OTHER THAN GENERAL LIABILITY, WHICHEVER ARE
APPLICABLE, COVER ONLY CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR, IF
ELECTED, THE DISCOVERY PERIOD AND REPORTED TO THE INSURER PURSUANT TO THE TERMS OF THE RELEVANT
COVERAGE SECTION. THE AMOUNTS INCURRED TO DEFEND A CLAIM REDUCE THE APPLICABLE LIMIT OF LIABILITY
AND ARE SUBJECT TO THE APPLICABLE RETENTION OR DEDUCTIBLE. PLEASE READ THIS POLICY CAREFULLY.
TERMS THAT APPEAR IN BOLDFACE TYPE HAVE SPECIAL MEANING. PLEASE REFER TO THE APPROPRIATE
DEFINITIONS SECTIONS OF THIS POLICY.
Item 1. Parent St. Alban's Day Nursery Inc
Policy No.: EKI3439439
Organization 3465 Brooker St
Agent No.: 29406
& Mailing Miami, FL 33133
Renewal No.: EKI3390524
Agent Name E-Risk Services, LLC
Address
& Mailing Northwest Professional Center
Address: 227 US Hwy 206
Suite 302
Flanders, NJ 07836-9174
Principal Address, if different from mailing address:
Item 2. Policy Period: From 08/01/2022 to 08/01/2023
12:01 A.M. local time at Principal Address shown above.
Item 3. Coverage Section(s) and Limit of Liability
Employment Practices Coverage Section
1. Limit of Liability $1,000,000 maximum aggregate for this Coverage
2. Retention:
a. $25,000 each Employment Practices Claim
Section
Section
b. $25,000 each Third -Party Claim
3. Continuity Date: 8/1/2019
4. Third -Party Coverage:Yes X No
Insured Person and Organization Coverage Section
1. Limit of Liability $1,000,000 maximum aggregate for this Coverage
2. Retention:
a. $0 each Claim as respects Insured Persons
b. $5,000 each Claim as respects the Organization
3. Continuity Date: 8/1/2019
Item 4. Premium: $5,248 plus
• FIGA Fee of $36.74
Item 5. Discovery Period options:
1. One (1) year = 30% of the premium
one of the above Discovery Period options may be
2. Two (2) years = 75% of the premium
3. Three (3) years = 100% of the premium
As provided in Section H. of the General Terms and Conditions, only
elected and purchased.
Item 6. Run -Off Period:
1. One (1) year = 150% of the premium
no 47
2. Two (2) years = 200% of the premium
3. Three (3) years = 215% of the premium
4. Four (4) years = 217% of the premium
_--- _ _ -- -- --- opememicri-,noo
5. Five (5) years =
6. Six (6) years =
220% of the premium
225% of the premium
As provided in Section I. of the General Terms and Conditions, only one of the above Run -Off Period options may be
elected and purchased.
Item 7. Forms and Endorsements Effective at Inception of Policy:
EKI-D-8-FL (2-18), HLPEPL (1-18), HLPIPO (1-18), EKI-326 (04/08), EKI-P-7 (04/08), EKI-P-8 (04/08), EKI-99 (04/08),
EKI-804 (01/09), EKI-1588 (2-15), EKI-1638 (1-16), EKI-888 (12/09), EKI-1651 (10-16), EKI-803(01/09), EKI-255
(08/09), EKI-1142 (11/12), EKI-1143 (11/12), EKI-266 (04/08), EKI-267 (04/08), EKI-1018 (1-12), EKI-1109 (6-12),
EKI-805 (01/09), EKI-261 (04/09), EKI-304FL(11/10), EKI-2130 (1-19), EKI-814 (05/09), EKI-930 (02/11), EKI-806
(01/09), EKI-351 (1-15), EKI-807 (04/09), EKI-269 (5-18), EKI-1539 (02/14), EKI-1128 (09/12), EKI-104 (04/08), UTI-
278g (09/06), EKI-869 (08/09), EKI-256 (04/08), EKI-355 (06/08), EKI-119 (04/08), EKI-118 (04/08), EKI-120 (04/08),
EKI-238 (04/08), EKI-121 (04/08), EKI-110 (04/08), EKI-802 (01/09), EKI-1607 (5-15), NOTIO603FL (12/20)
Item 8. Notices to Company:
Notice of Claims to:
Nationwide Managagement Liability & Specialty
Attention: Claims Manager
7 World Trade Center, 37th Floor
250 Greenwich Street
New York, NY 10007-0033
misreportaloss@nationwide.com
Other Notices:
Nationwide Managagement Liability & Specialty
Attention: Claims Manager
7 World Trade Center, 37th Floor
250 Greenwich Street
New York, NY 10007-0033
mIsreportaloss@nationwide.com
These Declarations, together with the Application, Coverage Sections, General Terms and Conditions, and any written
endorsement(s) attached thereto, shall constitute the contract between the Insured and the Insurer.
Agent's Signature
Date
Nationwide'
Underwritten by: Scottsdale Indemnity Company
Home Office: One Nationwide Plaza • Columbus, Ohio 43215
Administrative Office: 8877 North Gainey Center Drive • Scottsdale, Arizona 85258
1-800-423-7675 • A Stock Company
In Witness Whereof, the Company has caused this policy to be executed and attested.
Secretary
President
The information contained herein replaces any similar information contained elsewhere in the policy.
E-RISK MANAGEMENT TOOLS CENTER
E-RISK SERVICES
MANAGEMENT RESOURCES
Risk enquiron.
Services' cLumtbotvi rxwon• onswom
NOT -FOR -PROFIT EMPLOYERS FACE CONTINUOUSLY CHANGING EMPLOYMENT LAWS AND ONGOING EMPLOYEE
ISSUES. The E-Rsk Services Management Resources program is here to help with these challenges and deliver thousands of dollars of
r sk management value to your organization These services have helped thousands of not -for -profit employers protect themselves from
s1/4, and we encourage you to take full advantage.
Unlimited, specific.
documented, and
confidential advice
from employment law
attorneys
Online training
courses, including
sexual harassment
prevention. available
for both supervisors
and employees
Online tools: u state -
specific employee
handbook builder,
forms, posters, news,
and more
THOUSANDS OF DOLLARS
IN ANNUAL EMPLOYER VALUE
HOW DOES THE E-RISK SERVICES MANAGEMENT RESOURCES PROGRAM WORK?
Employers are provided valuable services
+Direct access to E mployment. law attorneys to receive confodernial,
documented responses to your organization's specific questions
47state•specific employee handbook and policy building tool and
online trainmg courses
Live and recorded topical warners, many with GE credits for HI
personnel
Proactive regulatory updates based on each users selected
preferences
Not -for -profit Insureds can
experience this complimentary
EPL value by registering a valid
policy number and billing ZIP
code, Get started today,
?,M,t3,1y
ensicmg mtresources.com 877.568.6655
Copyright 29)9 E nquiron
E-RISK MANAGEMENT TOOLS CENTER
E-RISK SERVICES 91110R i s k
MANAGEMENT RESOURCES Services*
enQuirort
NOT -FOR -PROFIT EMPLOYERS FACE CONTINUOUSLY CHANGING D&O-RELATED LAWS AND ONGOING CHALLENGING
ISSUES. The E-Risk Services Management Resources program Is here to help wan these cnallenges and deliver thousands of dollars
of risk management value to your organization, These services have helped thousands of not -for -pi nfit employers protect themselves
from risk, and we encourage you to take full advantage.
Unlimited, specific,
documented, and
confidential advice
from experienced MO
attorneys
Online training
courses focused on
information directors
and officers need to
know
Online tools include
best practice
guidelines, checklists,
news and more
= THOUSANDS OF DOLLARS
IN ANNUAL EMPLOYER VALUE
HOW DOES THE E-RISK SERVICES MANAGEMENT RESOURCES PROGRAM WORK?
Employers are provided valuable services:
#hrect access ID O&O attorneys to receive confidential,
documem responses to specific questions
Online risk management lools including O&O•focused
training modules
8111170aCtiV0 regulatory updates based on each user's
selected preferences
+ Dechraled relationship managers that can help you take
full advantage of :hese benefits
Not -for -profit Insureds can
experience this complimentary
[AO value by registering a
valid policy number and billing
ZIP code_ Gat started today.
oriskmgmtresources.com I 877.568.6655
O Copyright 2019 Enquiron
UnderwrittenScottsdale Indemnity Company
A Stock Insurance Company, herein called the Insurer
BUSINESS AND MANAGEMENT INDEMNITY POLICY - NON-PROFIT
ORGANIZATIONS
GENERAL TERMS AND CONDITIONS
In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and
terms and conditions of this Policy, the Insurer and the Insureds agree as follows.
A. SEVERABILITY OF GENERAL TERMS AND CONDITIONS
These General Terms and Conditions apply to each and every Coverage Section of this Policy. The terms and
conditions of each Coverage Section apply only to that Coverage Section and shall not be construed to apply
to any other Coverage Section.
B. DEFINITIONS
Whenever used in this Policy, the terms that appear below in boldface type shall have the meanings set
forth in this Definitions subsection of the General Terms and Conditions. However, if a term also appears in
boldface type in a particular Coverage Section and is defined in that Coverage Section, that definition shall
apply for purposes of that particular Coverage Section. Terms that appear in boldface in the General Terms
and Conditions but are not defined in this Definitions subsection and are defined in other Coverage Sections
of the Policy shall have the meanings ascribed to them in those Coverage Sections.
1. Additional Insured Person Discovery Period means any time after the effective date the Parent
Organization cancels or elects to not renew the Policy which may be applicable pursuant to Section
J. below.
2. Application means all applications, including any attachments thereto, and all other information and
materials submitted by or on behalf of the Insureds to the Insurer in connection with the Insurer
underwriting this Policy or any policy of which this Policy is a renewal or replacement. All such
applications, attachments, information, materials and documents are deemed attached to and
incorporated into this Policy.
3. Discovery Period means one of the periods described in Item 5. of the Declarations which is elected
and purchased pursuant to Section H. below.
4. Domestic Partner means any natural person qualifying as a domestic partner under the provisions of
any applicable federal, state or local law or under the provisions of any formal program established by
the Organization.
5. Extended Period means the Discovery Period, Run -Off Period, or Additional Insured Person
Discovery Period, if such provision is applicable pursuant to Section J. or is elected and purchased
pursuant to Sections H. or I., respectively, below.
6. Insurer means the insurance company providing this insurance.
7. Organization means:
a. the Parent Organization; and
b. any Subsidiary,
and includes any such organization as a debtor -in -possession or the bankruptcy estate of such entity
under United States bankruptcy law or an equivalent status under the law of any other jurisdiction.
8. Parent Organization means the entity first named in Item 1. of the Declarations.
9. Policy means, collectively, the Declarations, the Application, this policy form and any endorsements.
10. Policy Period means the period from the effective date and hour of the inception of this Policy to the
Policy expiration date and hour as set forth in Item 2. of the Declarations, or its earlier cancellation
date and hour, if any.
11. Run -Off Period means one of the periods described in Item 6. of the Declarations, which is elected
and purchased pursuant to Section I. below.
12. Subsidiary means any entity of which more than fifty percent (50%) of the outstanding securities or
voting rights representing the present right to vote for the election of such entity's directors or
managers are owned or controlled by the Parent Organization, directly or indirectly, if such entity:
a. was so owned on or prior to the inception date of this Policy; or
b. becomes so owned after the inception date of this Policy.
13. Takeover means:
a. the acquisition by any person or entity of more than fifty percent (50%) of the voting rights of
the Parent Organization representing the present right to vote for the election of directors or
trustees; or
b. the merger or consolidation of the Parent Organization into another entity such that the
Parent Organization is not the surviving entity;
All definitions shall apply equally to the singular and plural forms of the respective words.
C. LIMITS OF LIABILITY AND RETENTIONS
1. The Limits of Liability and Retentions for each Coverage Section are separate Limits of Liability and
Retentions pertaining only to the Coverage Section for which they are shown. The application of a
Retention to Loss under one Coverage Section shall not reduce the Retention under any other
Coverage Section, and no reduction in the Limit of Liability applicable to one Coverage Section shall
reduce the Limit of Liability under any other Coverage Section.
2. In the event that any Claim is covered, in whole or in part, under more than one Coverage Section,
the total applicable Retention shall not exceed the single largest applicable Retention. The largest
applicable Retention shall apply only once to such Claim.
D. WARRANTY
It is warranted that the particulars and statements contained in the Application are the basis of this Policy
and are to be considered as incorporated into and constituting a part of this Policy and each Coverage
Section.
By acceptance of this Policy, the Insureds agree that:
1. the statements in the Application are their representations, that such representations shall be
deemed material to the acceptance of the risk or the hazard assumed by Insurer under this Policy,
and that this Policy and each Coverage Section are issued in reliance upon the truth of such
representations; and
2. in the event the Application, including materials submitted or required to be submitted therewith,
contains any misrepresentation or omission made with the intent to deceive, or contains any
misrepresentation or omission which materially affects either the acceptance of the risk or the hazard
assumed by Insurer under this Policy, this Policy, including each and all Coverage Sections, shall be
void ab initio with respect to any Insureds who had knowledge of such misrepresentation or
omission.
E. CANCELLATION
1. By acceptance of this Policy, the Insureds hereby confer to the Parent Organization the exclusive
power and authority to cancel this Policy on their behalf. The Parent Organization may cancel this
Policy in its entirety or any of the applicable Coverage Sections individually by surrender thereof to
the Insurer, or by mailing written notice to the Insurer stating when thereafter such cancellation
shall be effective. The mailing of such notice shall be sufficient notice and the effective date of
cancellation shall be the date the Insurer received such notice or any later date specified in the
notice, and such effective date shall become the end of the Policy or applicable Coverage Section.
Delivery of such written notice shall be equivalent to mailing.
2. This Policy may be cancelled by the Insurer only for nonpayment of premium, by mailing written
notice to the Parent Organization stating when such cancellation shall be effective, such date to be
not less than ten (10) days from the date of the written notice. The mailing of such notice shall be
sufficient notice and the effective date of cancellation stated in the notice shall become the end of the
Policy Period. Delivery of such written notice by the Insurer shall be equivalent to mailing. If the
foregoing notice period is in conflict with any governing law or regulation, then the notice period shall
be deemed to be the minimum notice period permitted under the governing law or regulation.
3. If this Policy or any Coverage Section is cancelled, the Insurer shall retain the pro rata proportion of
the premium therefore. Payment or tender of any unearned premium by Insurer shall not be a
condition precedent to the effectiveness of cancellation.
F. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives, assigns, spouses and Domestic Partners of natural persons who
are Insureds shall be considered Insureds under this Policy; provided, however, coverage is afforded to
such estates, heirs, legal representatives, assigns, spouses and Domestic Partners only for a Claim arising
solely out of their status as such and, in the case of a spouse or Domestic Partner, where the Claim seeks
damages from marital community property, jointly held property or property transferred from the natural
person who is an Insured to the spouse or Domestic Partner. No coverage is provided for any Wrongful
Act of an estate, heir, legal representative, assign, spouse or Domestic Partner. All of the terms and
conditions of this Policy including, without limitation, the Retentions applicable to Loss incurred by natural
persons who are Insureds shall also apply to Loss incurred by such estates, heirs, legal representatives,
assigns, spouses and Domestic Partners.
G. AUTHORIZATION CLAUSE
By acceptance of this Policy, the Parent Organization agrees to act on behalf of all Insureds, and the
Insureds agree that the Parent Organization will act on their behalf, with respect to the giving of all
notices to Insurer, the receiving of notices from Insurer, the agreement to and acceptance of
endorsements, the payment of the premium and the receipt of any return premium.
H. DISCOVERY PERIOD
1. If this Policy or any Coverage Section is cancelled or is not renewed by the Insurer, for reasons
other than non-payment of premium or if the Parent Organization elects to cancel or not to renew
this Policy or a Coverage Section, then the Parent Organization shall have the right, upon payment
of an additional premium calculated at that percentage shown in Item 5. of the Declarations of the
total premium for this Policy, or the total premium for the cancelled or not renewed Coverage
Section, whichever is applicable, to purchase an extension of the coverage granted by this Policy or
the applicable cancelled or not renewed Coverage Section with respect to any Claim first made during
the period of time set forth in Item 5. of the Declarations after the effective date of such cancellation
or, in the event of a refusal to renew, after the Policy expiration date, but only with respect to any
Wrongful Act committed before such date. The Parent Organization shall have the right to elect
only one of the Discovery Periods set forth in Item 5. of the Declarations.
2. As a condition precedent to the right to purchase the Discovery Period set forth in subsection H.1.
above, the total premium for the Policy must have been paid. Such right to purchase the Discovery
Period shall terminate unless written notice, together with full payment of the premium for the
Discovery Period, is received by Insurer within thirty (30) days after the effective date of
cancellation, or, in the event of a refusal to renew, within thirty (30) days after the Policy expiration
date. If such notice and premium payment is not so given to Insurer, there shall be no right to
purchase the Discovery Period.
3. In the event of the purchase of the Discovery Period, the entire premium therefore shall be deemed
earned at the commencement of the Discovery Period.
4. The exercise of the Discovery Period shall not in any way increase or reinstate the limit of Insurer's
liability under any Coverage Section.
I. RUN-OFF COVERAGE
In the event of a Takeover:
1. The Parent Organization shall have the right, upon payment of an additional premium calculated at
the percentage of the total premium for this Policy set forth in Item 6. of the Declarations, to an
extension of the coverage granted by this Policy with respect to any Claim first made during the
Run -Off Period, as set forth in Item 6. of the Declarations, but only with respect to any Wrongful
Act committed before the effective date of the Takeover (herein defined as "Run -Off Coverage");
provided, however, such additional premium shall be reduced by the amount of the unearned premium
from the date of the Takeover or the date of notice of the election of the Run -Off Coverage,
whichever is later, through the expiration date set forth in Item 2. of the Declarations.
2. The Parent Organization shall have the right to elect only one of the periods designated in Item 6.
of the Declarations. The election must be made prior to the expiration of the Policy Period. The right
to purchase a Run -Off Period shall terminate on the expiration of the Policy Period.
3. If a Run -Off Period is elected and purchased:
a. Section E. above, is deleted in its entirety and neither the Insureds nor the Insurer may
cancel this Policy or any Coverage Section thereof;
b. Section H. above, is deleted in its entirety; and
c. The exercise of the Run -Off Period shall not in any way increase or reinstate the limit of the
Insurer's liability under any Coverage Section.
J. ADDITIONAL INSURED PERSON DISCOVERY PERIOD
If the Parent Organization cancels or elects not to renew this Policy, including all of the applicable
Coverage Sections, then any Insured Person who was not actively serving in their capacity as an Insured
Person shall be entitled to an extension of the coverage granted by this Policy with respect to any Claim
first made during the Additional Insured Person Discovery Period, but only with respect to any
Wrongful Act committed before such Policy cancellation or non -renewal.
The extension of coverage during the Additional Insured Person Discovery Period shall not apply to the
Organization in any respect. The extension of coverage during the Additional Insured Person Discovery
Period shall not apply to any Insured Person if the Parent Organization has elected for the Discovery
Period or Run-off Period under Section H. or I. above.
K. ALTERNATIVE DISPUTE RESOLUTION
The Insureds and the Insurer shall submit any dispute or controversy arising out of or relating to this
Policy or the breach, termination or invalidity thereof to the alternative dispute resolution ("ADR") process
described in this subsection.
Either an Insured or the Insurer may elect the type of ADR process discussed below; provided, however,
that the Insured shall have the right to reject the choice by the Insurer of the type of ADR process at any
time prior to its commencement, in which case the choice by the Insured of ADR process shall control.
There shall be two choices of ADR process: (1) non -binding mediation administered by any mediation facility
to which the Insurer and the Insured mutually agree, in which the Insured and the Insurer shall try in
good faith to settle the dispute by mediation in accordance with the then -prevailing com-mercial mediation
rules of the mediation facility; or (2) arbitration submitted to any arbitration facility to which the Insured
and the Insurer mutually agree, in which the arbitration panel shall consist of three disinterested
individuals. In either mediation or arbitration, the mediator or arbitrators shall have knowledge of the legal,
corporate management, and insurance issues relevant to the matters in dispute. In the event of arbitration,
the decision of the arbitrators shall be final and binding and provided to both parties, and the award of the
arbitrators shall not include attorneys' fees or other costs. In the event of mediation, either party shall have
the right to commence arbitration in accordance with this section; provided, however, that no such
arbitration shall be commenced until at least sixty (60) days after the date the mediation shall be deemed
concluded or terminated. In all events, each party shall share equally the expenses of the ADR process.
Either ADR process may be commenced in New York, New York or in the state indicated in Item 1. of the
Declarations as the principal address of the Parent Organization. The Parent Organization shall act on
behalf of each and every Insured in connection with any ADR process under this section.
L TERRITORY
Coverage under this Policy shall extend to Wrongful Acts taking place or Claims made anywhere in the
world.
M. ASSISTANCE, COOPERATION AND SUBROGATION
The Insureds agree to provide Insurer with such information, assistance and cooperation as Insurer
reasonably may request, and they further agree that they shall not take any action which in any way
increases Insurer's exposure under this Policy. In the event of any payments under this Policy, Insurer
shall be subrogated to the extent of such payment to all of the Insureds' rights of recovery against any
person or entity. The Insureds shall execute all papers required and shall do everything that may be
necessary to secure and preserve such rights, including the execution of such documents as are necessary to
enable Insurer effectively to bring suit or otherwise pursue subrogation in the name of the Insureds, and
shall provide all other assistance and cooperation which Insurer may reasonably require.
N. ACTION AGAINST INSURER, ALTERATION AND ASSIGNMENT
Except as provided in Section J. above, Alternative Dispute Resolution, no action shall lie against Insurer
unless, as a condition precedent thereto, there shall have been compliance with all of the terms of this
Policy. No person or organization shall have any right under this Policy to join Insurer as a party to any
action against the Insureds to determine their liability, nor shall Insurer be impleaded by the Insureds or
their legal representative. No change in, modification of, or assignment of interest under this Policy shall be
effective except when made by a written endorsement to this Policy which is signed by an authorized
representative of the Insurer.
O. ENTIRE AGREEMENT
By acceptance of this Policy, the Insureds agree that this Policy embodies all agreements existing
between them and Insurer or any of their agents relating to this insurance. Notice to any agent or
knowledge possessed by any agent or other person acting on behalf of Insurer shall not effect a waiver or a
change in any part of this Policy or estop Insurer from asserting any right under the terms of this Policy or
otherwise, nor shall the terms be deemed waived or changed except by written endorsement or rider issued
by Insurer to form part of this Policy.
: t erwri by sottSd.We IpIde rity co,:mp.afly
A Stock Insurance Company, herein called the Insurer
BUSINESS AND MANAGEMENT INDEMNITY POLICY - NON-PROFIT
ORGANIZATIONS
EMPLOYMENT PRACTICES COVERAGE SECTION
In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and
terms and conditions of this Policy, the Insurer and the Insureds agree as follows:
A. INSURING CLAUSES
1. Employee Insuring Clause
Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to
pay by reason of an Employment Practices Claim first made against the Insureds during the
Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to
subsection E.1. herein, for an Employment Practices Wrongful Act taking place prior to the end of
the Policy Period.
2. Third -Party Insuring Clause
In the event Third -Party Coverage is affirmatively designated in Item 3. of the Declarations relating
to this Coverage Section, the Insurer shall pay the Loss of the Insureds which the Insureds have
become legally obligated to pay by reason of a Third -Party Claim first made against the Insureds
during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant
to subsection E.1. herein, for a Third -Party Wrongful Act taking place prior to the end of the Policy
Period.
B. DEFINITIONS
1. Claim means any:
a. Employment Practices Claim; or
b. Third -Party Claim.
2. Continuity Date means the Continuity Date set forth in Item 3. of the Declarations relating to this
Coverage Section.
3. Costs, Charges and Expenses means reasonable and necessary legal costs, charges, fees and
expenses incurred by any of the Insureds in defending Claims and the premium for appeal,
attachment or similar bonds arising out of covered judgments, but with no obligation to furnish such
bonds and only for the amount of such judgment that is up to the applicable Limit of Liability. Costs,
Charges and Expenses do not include salaries, wages, fees, overhead or benefit ex-penses of or
associated with officers or employees of the Organization.
4. Employee means any person who was, now is or shall become:
a. a full-time or part-time employee of the Organization, including voluntary, seasonal, and
temporary employees;
b. any individual who applies for employment with the Organization; and
c. any natural person who is a leased employee or is contracted to perform work for the
Organization, or is an independent contractor for the Organization, but only to the extent
such individual performs work or services for or on behalf of the Organization.
5. Employment Practices Claim means:
a. a written demand against an Insured for damages or other relief;
b. a civil, judicial, administrative, regulatory or arbitration proceeding or a formal governmental
investigation against an Insured seeking damages or other relief, commenced by the service of
a complaint or similar pleading, including any appeal therefrom;
c. a civil proceeding against an Insured before the Equal Employment Opportunity Commission or
any similar federal, state or local governmental body, commenced by the filing of a notice of
charges, investigative order or similar document; or
d. a criminal proceeding brought for an Employment Practices Wrongful Act in a court outside
of the United States against any Insured, commenced by a return of an indictment or similar
document, or receipt or filing of a notice of charges,
brought by or on behalf of an Employee in their capacity as such. Employment Practices Claim
does not include a labor or grievance proceeding, which is pursuant to a collective bargaining
agreement.
6. Employment Practices Wrongful Act means any actual or alleged:
a. violation of any common or statutory federal, state, or local law prohibiting any kind of em-
ployment -related discrimination;
b. harassment, including any type of sexual or gender harassment as well as racial, religious,
sexual orientation, pregnancy, disability, age, or national origin -based harassment, or unlaw-ful
workplace harassment, including workplace harassment by any non -employee;
c. abusive or hostile work environment;
d. wrongful discharge or termination of employment, whether actual or constructive;
e. breach of an actual or implied employment contract;
f. wrongful deprivation of a career opportunity, wrongful failure or refusal to employ or promote,
or wrongful demotion;
g. employment -related defamation, libel, slander, disparagement, false imprisonment,
misrepresentation, malicious prosecution, or invasion of privacy;
h. wrongful failure or refusal to adopt or enforce workplace or employment practices, policies or
procedures, solely as respects employment -related discrimination or harassment;
i. wrongful discipline;
j. employment -related wrongful infliction of emotional distress, mental anguish, or humiliation;
k. Retaliation;
I. negligent evaluation; or
m. negligent hiring or negligent supervision of others in connection with a. through I. above, but
only if employment -related and claimed by or on behalf of any Employee and only if committed
or allegedly committed by any of the Insureds in their capacity as such.
7. Insured Persons means all persons who were, now are or shall become:
a. a director, officer, trustee, volunteer or committee member of the Organization;
b. any Employee; and
c. the functional equivalent of a director, officer, trustee, volunteer or committee member or
Employee in the event the Organization incorporated or domiciled outside the United States.
8. Insureds means the Organization and any Insured Persons.
9. Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact,
circumstance, situation, event, transaction, cause or series of facts, circumstances, situations, events,
transactions or causes.
10. Loss means the damages, judgments, settlements, pre -judgment or post -judgment interest awarded
by a court, front pay and back pay, and Costs, Charges and Expenses incurred by any of the
Insureds.
Loss does not include:
a. taxes, fines or penalties;
b. matters uninsurable under the laws pursuant to which this Policy is construed;
c. punitive or exemplary damages, liquidated damages awarded by a court pursuant to a viola-
tion of the Equal Pay Act, the Age Discrimination in Employment Act or the Family Medical Leave
Act, all as amended, or any rules or regulations promulgated thereunder, or similar provisions of
any common or statutory federal, state or local law, or the multiple portion of any multiplied
damage award, except to the extent that such punitive, exemplary, or liquidated damages or
the multiple portion of any multiplied damage award are insurable under the internal laws of
any jurisdiction which most favors coverage for such damages and which has a substantial
relationship to the Insureds, Insurer, this Policy or the Claim giving rise to such damages;
d. the cost of any remedial, preventative or other non -monetary relief, including without limitation
any costs associated with compliance with any such relief of any kind or nature imposed by any
judgment, settlement or governmental authority;
e. amounts owed under any employment contract, partnership, stock or other ownership
agreement, or any other type of contract;
f. disability, social security, workers compensation, medical insurance, retirement or pension
benefit payments, or settlement amounts representing benefit payments;
g. the costs to modify or adapt any building or property to be accessible or accommodating, or to
be more accessible or accommodating, to any disabled person;
h. the cost of creating or reinstating employment;
i. any amount owed as wages to any Employee, other than front pay or back pay; or
j. any amount for which the Insured is not financially liable or legally obligated to pay.
11. Retaliation means any actual or alleged response of any of the Insureds to:
a. the disclosure or threat of disclosure by an Employee to a superior or to any governmental
agency of any act by any of the Insureds where such act is alleged to be a violation of any
federal, state local or foreign law, whether common or statutory, or any rule or regulation
promulgated thereunder;
b. the actual or attempted exercise by an Employee of any right that such Employee has under
law, including rights under any worker's compensation law, the Family and Medical Leave Act,
the Americans with Disabilities Act or any other law relating to employee rights;
c. the filing of any claim under the Federal False Claims Act or any similar federal, state, local or
foreign "whistleblower" law or "whistleblower" provision of any law; or
d. any legally -protected Employee work stoppage or slowdown.
12. Third -Party means any natural person who is a customer, vendor, service provider, client, or other
business invitee of the Organization; provided, however, Third -Party shall not include any
Employee.
13. Third -Party Claim means:
a. any written demand for damages or other relief against an Insured;
b. a civil judicial, administrative or arbitration proceeding against an Insured seeking damages or
other relief, including any appeal therefrom; or
c. a criminal proceeding brought for an Employment Practices Wrongful Act in a court outside
of the United States against any Insured, commenced by a return of an indictment or similar
document, or receipt or filing of a notice of charges;
brought by or on behalf of a Third -Party in their capacity as such.
14. Third -Party Wrongful Act means any actual or alleged:
a. harassment of a Third -Party, including but not limited to any type of sexual or gender
harassment as well as racial, religious, sexual orientation, pregnancy, disability, age, or na-
tional origin -based harassment; or
b. discrimination against a Third -Party, including but not limited to any such discrimination on
account of race, color, religion, age, disability or national origin.
15. Wrongful Act means:
a. Employment Practices Wrongful Act; or
b. Third -Party Wrongful Act.
C. EXCLUSIONS
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
1. for actual or alleged bodily injury, sickness, disease or death of any person, or damage to or de-
struction of any tangible or intangible property including loss of use thereof, whether or not such
property is physically injured; provided, however, this exclusion shall not apply to mental anguish,
emotional distress or humiliation;
2. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any Wrongful Act, fact, circumstance or situation which has been the subject of any written
notice given under any other policy of which this Policy is a renewal or replacement or which it
succeeds in time; or
b. any other Wrongful Act whenever occurring which, together with a Wrongful Act, which has
been the subject of such notice, would constitute Interrelated Wrongful Acts;
3. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
b. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat,
detoxify or neutralize Pollutants, or any voluntary decision to do so;
including without limitation any such Claim by or on behalf of the Organization, its securities holders
or creditors based upon, arising out of, or attributable to the matters described in this exclusion.
Provided, however, this exclusion shall not apply to that part of any Claim under this Coverage
Section where such Claim is for Retaliation.
For purposes of this exclusion, Pollutants means any substance exhibiting any hazardous
characteristics as defined by, or identified on, a list of hazardous substances issued by the United
States Environmental Protection Agency or any federal, state, county, municipal or local counterpart
thereof or any foreign equivalent. Such substances shall include, without limitation, solids, liquids,
gaseous, biological, bacterial or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids,
alkalis, chemicals or waste materials (including materials to be reconditioned, recycled or reclaimed).
Pollutants shall also mean any other air emission or particulate, odor, waste water, oil or oil products,
infectious or medical waste, asbestos or asbestos products, noise, fungus (including mold or mildew
and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does not include
any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic field;
4. for any actual or alleged violation of the responsibilities, obligations or duties imposed by the
Employee Retirement Income Security Act of 1974, the National Labor Relations Act, the Worker
Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of
1985, the Occupational Safety and Health Act, all as amended, or any rules or regulations
promulgated thereunder, or similar provisions of any common or statutory federal, state or local law;
provided, however, this exclusion does not apply to any such Claim alleging violations of the Equal
Pay Act or Retaliation;
5. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving any Wrongful Act actually or allegedly committed
subsequent to a Takeover;
6. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any prior or pending litigation or administrative or regulatory proceeding, demand letter or
formal or informal governmental investigation or inquiry, including without limitation any
investigation by the United States Department of Labor or the United States Equal Employment
Opportunity Commission, filed or pending on or before the Continuity Date;
b. any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or
administrative proceeding, demand letter or formal or informal governmental investigation or
inquiry, including any investigation by the United States Department of Labor or the United
States Equal Employment Opportunity Commission; or
7. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving any Wrongful Act, fact, circumstance, or situation which any
of the Insured Persons who were, now are, or shall be directors, officers, trustees, managers or
supervisory employees, had knowledge of prior to the Continuity Date where such Insured Persons
had reason to believe at the time that such known Wrongful Act could reasonably be expected to
give rise to such Claim;
8. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving, any actual or alleged responsibility, obligation or duty of any
Insured pursuant to any workers compensation, unemployment insurance, social security, disability
benefits or pension benefits or similar law; provided, however, this exclusion shall not apply to any
such Claim alleging Retaliation; or
9. for that portion of Loss which is covered under any other Coverage Section of this Policy.
No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of
determining the applicability of any of the above exclusions.
D. LIMIT OF LIABILITY AND RETENTIONS
1. The liability of the Insurer shall apply only to that part of Loss which is excess of the Retention
amount applicable to this Coverage Section, as shown in Item 3. of the Declarations. Such Retention
shall be borne uninsured by the Insureds and at their own risk. If different parts of a single Claim
are subject to different applicable Retentions under this Coverage Section, the applicable Retentions
will be applied separately to each part of such Loss, but the sum of such Retentions shall not exceed
the largest applicable Retention.
2. The amount shown in Item 3.1. of the Declarations relating to this Coverage Section shall be the
maximum aggregate Limit of Liability of the Insurer under this Coverage Section.
3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be
deemed to be a single Claim, and such Claim shall be deemed to have been made at the earliest of
the following times, regardless of whether such date is before or during the Policy Period:
a. the time at which the earliest Claim involving the same Wrongful Act or Interrelated
Wrongful Acts is first made; or
b. the time at which the Claim involving the same Wrongful Act or Interrelated Wrongful
Acts shall be deemed to have been made pursuant to subsection E.2. below.
4. Payments of Loss, other than Costs, Charges and Expenses, by Insurer shall reduce the Limit of
Liability under this Coverage Section. Costs, Charges and Expenses are not part of and are in
addition to the Limit of Liability. Payment of Costs, Charges and Expenses by the Insurer shall not
reduce the Limit of Liability. If such Limit of Liability is exhausted, the obligations of the Insurer
under this Coverage Section shall be completely fulfilled and extinguished.
E. NOTIFICATION
1. The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section
only, give to Insurer written notice of any Claim made against the Insureds as soon as practicable,
but in no event later than sixty (60) days after such Claim is first made against the Insureds, or the
expiration of the Policy Period, whichever is later. If any Claim is first made against the Insureds
during the Extended Period, if purchased, written notice to Insurer must be given as soon as
practicable, but in no event later than sixty (60) days after such Claim is first made against the
Insureds, or the end of the Extended Period, whichever is later.
2. If, during the Policy Period or the Discovery Period, any of the Insureds first becomes aware of a
specific Wrongful Act which may reasonably give rise to a future Claim covered under this Policy,
and if the Insureds, during the Policy Period or the Discovery Period, if purchased, given written
notice to Insurer as soon as practicable of:
a. a description of the Wrongful Act allegations anticipated;
b. the identity of the potential claimants;
c. the circumstances by which the Insureds first became aware of the Wrongful Act;
d. the identity of the Insureds allegedly involved;
e. the consequences which have resulted or may result; and
f. the nature of the potential monetary damages and non -monetary relief;
then any Claim made subsequently arising out of such Wrongful Act shall be deemed for the
purposes of this Coverage Section to have been made at the time such written notice was received by
the Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time
such Wrongful Act results in a Claim.
3. Notice to Insurer shall be given to the address specified in Item 8. of the Declarations for this Policy.
F. SETTLEMENT AND DEFENSE
1. It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty
shall exist even if any of the allegations are groundless, false or fraudulent. The Insurer's duty to
defend any Claim shall cease when the Limits of Liability have been exhausted.
2. The Insurer may make any investigation it deems necessary and shall have the right to settle any
Claim; provided, however, no settlement shall be made without the consent of the Parent Company,
such consent not to be unreasonably withheld.
3. Notwithstanding subsection 1. above, in the event that any Claim is brought as a class action, and all
or any part of such Claim involves any actual or alleged violation of the Fair Labor Standards Act of
1938, as amended, or any similar state law, regulation or code, then it shall be the duty of the
Insureds and not the duty of the Insurer to defend any such Claim.
4. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and
Expenses or otherwise assume any contractual obligation or admit any liability with respect to any
Claim without the prior written consent of the Insurer, such consent not to be unreasonably
withheld. The Insurer shall not be liable for any settlement, Costs, Charges and Expenses,
assumed obligation or admission to which it has not consented. The Insureds shall promptly send to
the Insurer all settlement demands or offers received by any Insured from the claimant(s).
5. If the Insurer does not have the duty to defend a Claim, then the Insurer shall have the right and
shall be given the opportunity to effectively associate with, and shall be consulted in advance by, the
Insureds regarding the defense and negotiation of any settlement of any Claim.
6. The Insureds agree to provide the Insurer with all information, assistance and cooperation which
the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do
nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery.
7. If the Insurer does not have the duty to defend a Claim, the Insurer shall, on a quarterly basis,
advance on behalf of the Insureds covered Costs, Charges and Expenses, which the Insureds
have incurred in connection with Claims made against them, prior to disposition of such Claims. Any
advancement of Costs, Charges and Expenses shall be subject to the condition that such advanced
amounts shall be repaid to the Insurer by the Insureds severally according to their respective
interests if and to the extent the Insureds shall not be entitled to coverage for such Costs, Charges
and Expenses under the terms and conditions of this Policy.
G. OTHER INSURANCE
1. For any Employment Practices Claim, if any Loss covered under this Coverage Section is covered
under any other valid and collectable insurance, then this Policy shall be primary insurance; provided
that with respect to that portion of an Employment Practice Claim made against any leased,
temporary or independently contracted Employee, Loss, including Costs, Charges and Expenses,
payable on behalf of such Employee under this Coverage Section will be specifically excess of and will
not contribute with such other insurance, including but not limited to any such other insurance under
which there is a duty to defend, unless such insurance is specifically stated to be in excess over the
Limit of Liability of this Coverage Section.
2. For any Third -Party Claim, if any Loss covered under this Coverage Section is covered under any
other valid and collectible insurance, then this Policy shall be specifically excess of and will not
contribute with such other insurance, including but not limited to any such other insurance under
which there is a duty to defend, unless such other insurance is specifically stated to be excess over the
Limit of Liability of this Coverage Section.
H. ALLOCATION
If the Insurer does not have the duty to defend a Claim, then the following subsections shall apply to such
Claim.
1. If, in any Claim covered in whole or in part under this Coverage Section, the Insureds who are
afforded coverage for such Claim incur Loss jointly with others, or incur an amount consisting of both
Loss covered by this Policy and loss not covered by this Policy because such Claim includes both
covered and uncovered matters, then the Insureds and the Insurer shall allocate such amount
between covered Loss and uncovered loss based upon the relative legal and financial exposures and
the relative benefits obtained by the parties to covered and uncovered matters.
2. If there can be an agreement between Insureds and the Insurer on an allocation of Costs, Charges
and Expenses, the Insurer shall advance on a current basis covered Costs, Charges and
Expenses. If there can be no agreement on allocation of Costs, Charges and Expenses, the
Insurer shall advance on a current basis Costs, Charges and Expenses which the Insurer believes
to be covered under this Policy until a different allocation is negotiated or arbitrated. Any
advancement of Costs, Charges and Expenses shall be subject to, and conditioned upon receipt by
the Insurer of, a written undertaking by the Insureds that such advanced amounts shall be repaid to
the Insurer by the Insureds severally according to their respective interests if and to the extent that
Insureds shall not be entitled under the terms and conditions of the Policy to coverage for such
Costs, Charges and Expenses.
3. Any negotiated or arbitrated allocation of Costs, Charges and Expenses on account of a Claim shall
be applied retroactively to all Costs, Charges and Expenses on account of such Claim,
notwithstanding any prior advancement to the contrary. Any allocation or advancement of Costs,
Charges and Expenses on account of a Claim shall not apply to or create any presumption with
respect to the allocation of other Loss on account of such Claim or any other Claim.
u 'or- ri: ri by s ottsdaIe I.Norivity C mp:afly
A Stock Insurance Company, herein called the Insurer
BUSINESS AND MANAGEMENT INDEMNITY POLICY - NON-PROFIT
ORGANIZATIONS
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and
terms and conditions of this Policy, the Insurer and the Insureds agree as follows:
A. INSURING CLAUSE
Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by
reason of a Claim first made against the Insureds during the Policy Period or, if elected, the Extended
Period, and reported to the Insurer pursuant to Section E.1. herein, for any Wrongful Act taking place
prior to the end of the Policy Period.
B. DEFINITIONS
1. Claim means:
a. a written demand against any Insured for monetary damages or non -monetary or injunctive
relief;
b. a civil proceeding against any Insured seeking monetary damages or non -monetary or
injunctive relief, commenced by the service of a complaint or similar pleading;
c. a criminal proceeding against any Insured, commenced by a return of an indictment or similar
document, or receipt or filing of a notice of charges;
d. an arbitration proceeding against any Insured seeking monetary damages or non -monetary or
injunctive relief; or
e. a civil, administrative or regulatory proceeding or a formal governmental investigation against
any Insured commenced by the filing of a notice of charges, investigative order or similar
document.
2. Continuity Date means the date set forth in Item 3. of the Declarations relating to this Coverage
Section.
3. Costs, Charges and Expenses means reasonable and necessary legal costs, charges, fees and
expenses incurred by any of the Insureds in defending Claims and the premium for appeal,
attachment or similar bonds arising out of covered judgments, but with no obligation to furnish such
bonds and only for the amount of such judgment that is up to the applicable Limit of Liability. Costs,
Charges and Expenses do not include salaries, wages, fees, overhead or benefit expenses of or
associated with officers or employees of the Organization.
4. Insured Persons means all persons who were, now are or shall become:
a. a director, officer, trustee, volunteer, committee member or employee of the Organization; and
b. the functional equivalent of a director, officer, trustee, volunteer, committee member or
employee in the event the Organization is incorporated or domiciled outside the United States.
5. Insureds mean the Organization and the Insured Persons.
6. Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact,
circumstance, situation, event, transaction, cause or series of facts, circumstances, situations, events,
transactions or causes.
7. Loss means damages, judgments, settlements, pre -judgment or post -judgment interest awarded by a
court, and Costs, Charges and Expenses incurred by any of the Insureds.
Loss does not include:
a. taxes, fines or penalties;
b. matters uninsurable under the laws pursuant to which this Policy is construed;
c. punitive or exemplary damages, or the multiple portion of any multiplied damage award, except
to the extent that such punitive or exemplary damages, or the multiple portion of any multiplied
damage award are insurable under the internal laws of any jurisdiction which most favors
coverage for such damages and which has a substantial relationship to the Insureds, Insurer,
this Policy or the Claim giving rise to such damages;
d. the cost of any remedial, preventative or other non -monetary relief, including without limitation
any costs associated with compliance with any such relief of any kind or nature imposed by any
judgment, settlement or governmental authority;
e. any amount for which the Insured is not financially liable or legally obligated to pay;
f. the costs to modify or adapt any building or property to be accessible or accommodating or
more accessible or accommodating, to any disabled person; or
g. any amounts owed or paid under any written or express contract or agreement.
8. Personal Injury Act means false arrest, wrongful detention or imprisonment, malicious prosecution,
invasion of privacy, or wrongful entry or eviction.
9. Publisher Liability Act means defamation, infringement of copyright or trademark, unauthorized use
of title, plagiarism or misappropriation of ideas.
10. Wrongful Act means any actual or alleged error, omission, misleading statement, misstatement,
neglect, breach of duty or act, Publisher Liability Act or Personal Injury Act allegedly committed
or attempted by any Insured, while acting in their capacity as such, or any matter claimed against
any Insured Persons solely by reason of his or her serving in such capacity.
C. EXCLUSIONS
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
1. for actual or alleged bodily injury, sickness, disease, death, assault, battery, mental anguish,
emotional distress, or damage to or destruction of any tangible or intangible property including loss of
use thereof, whether or not such property is physically injured;
2. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any Wrongful Act, fact, circumstance or situation which has been the subject of any written
notice given under any other policy of which this Policy is a renewal or replacement or which it
succeeds in time; or
b. any other Wrongful Act, whenever occurring, which together with a Wrongful Act which has
been the subject of such prior notice, would constitute Interrelated Wrongful Acts;
3. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
b. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat,
detoxify or neutralize Pollutants, or any voluntary decision to do so;
For purposes of this exclusion, Pollutants means any substance exhibiting any hazardous
characteristics as defined by, or identified on, a list of hazardous substances issued by the United
States Environmental Protection Agency or any federal, state, county, municipal or local counterpart
thereof or any foreign equivalent. Such substances shall include, without limitation, solids, liquids,
gaseous, biological, bacterial or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids,
alkalis, chemicals or waste materials (including materials to be reconditioned, recycled or reclaimed).
Pollutants shall also mean any other air emission or particulate, odor, waste water, oil or oil products,
infectious or medical waste, asbestos or asbestos products, noise, fungus (including mold or mildew
and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does not include
any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic field;
4. for any actual or alleged violation of the responsibilities, obligations or duties imposed by Employee
Retirement Income Security Act of 1974, as amended, or any rules or regulations promulgated
thereunder, or similar provisions of any federal, state or local statutory or common law;
5. brought or maintained by, on behalf of, in the right of, or at the direction of any Insured in any
capacity, unless such Claim:
a. is brought derivatively on behalf of the Organization and is instigated and continued totally
independent of, and totally without the solicitation, assistance, active participation of, or
intervention of, any Insured;
b. is brought or maintained by any Insured in the form of a cross -claim, third -party claim or
other proceeding for contribution or indemnity which is part of, and directly results from a
Claim that is covered by this Coverage Section; or
c. is brought or maintained by any bankruptcy trustee or bankruptcy appointed representative of
the Organization;
6. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any dishonest, deliberately fraudulent or criminal act of any Insured; provided, however this
exclusion 6.a. shall not apply unless and until there is a final judgment against such Insured as
to such conduct; or
b. the gaining of any profit, remuneration or financial advantage to which any Insured Person
was not legally entitled; provided, however, that this exclusion 6.b. shall not apply unless and
until there is a final judgment against such Insured Person as to such conduct;
when this exclusion applies, the Insured shall reimburse the Insurer for any Costs, Charges or
Expenses advanced;
7. for the return by any of the Insured Person of any remuneration paid to them without the previous
approval of the appropriate governing body of the Organization, which payment without such
previous approval shall be held to be in violation of law;
8. against any of the Insured Person of any Subsidiary or against any Subsidiary alleging, based
upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving any Wrongful Act actually or allegedly committed or attempted by a Subsidiary or
Insured Person thereof:
a. before the date such entity became a Subsidiary or after the date such entity ceased to be a
Subsidiary; or
b. occurring while such entity was a Subsidiary which, together with a Wrongful Act occurring
before the date such entity became a Subsidiary, would constitute Interrelated Wrongful
Acts;
9. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving any Wrongful Act actually or allegedly committed
subsequent to a Takeover;
10. for a Wrongful Act actually or allegedly committed or attempted by any of the Insured Person in
his or her capacity as a director, officer, trustee, manager, member of the board of managers or
equivalent executive of a limited liability Organization or employee of, or independent contractor for or
in any other capacity or position with any entity other than the Organization;
11. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any prior or pending litigation or administrative or regulatory proceeding, demand letter or
formal or informal governmental investigation or inquiry filed or pending on or before the
Continuity Date; or
b. any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or
administrative or regulatory proceeding, demand letter or formal or informal governmental
1,1,1 In n /n•inns
investigation or inquiry;
12. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving, 'any Wrongful Act, fact, circumstance or situation which any
of the Insureds had knowledge of prior to the Continuity Date where such Insureds had reason to
believe at the time that such known Wrongful Act could reasonably be expected to give rise to such
Claim;
13. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving any employment or employment -related matters brought by
or on behalf of or on the right of an applicant for employment with the Organization or any Insured
Person;
14. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving the actual or alleged breach of any contract or agreement;
provided, however, this exclusion shall not apply to Costs, Charges and Expenses; or
15. for that portion of Loss which is covered under any other Coverage Section of this Policy.
No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of
determining the applicability of any of the above exclusions.
D. LIMIT OF LIABILITY AND RETENTIONS
1. The liability of the Insurer shall apply only to that part of Loss, which is excess of the Retention
amounts applicable to this Coverage Section, as shown in Item 3. of the Declarations. Such Retentions
shall be borne uninsured by the Insureds and at their own risk. If different parts of a single Claim
are subject to different applicable Retentions under this Coverage Section, the applicable Retentions
will be applied separately to each part of such Loss, but the sum of such Retentions shall not exceed
the largest applicable Retention.
2. The amount shown in Item 3. of the Declarations relating to this Coverage Section shall be the
maximum aggregate Limit of Liability of Insurer under this Coverage Section.
3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be
deemed to constitute a single Claim and shall be deemed to have been made at the earliest of the
following times, regardless of whether such date is before or during the Policy Period:
a. the time at which the earliest Claim involving the same Wrongful Act or Interrelated
Wrongful Act is first made; or
b. the time at which the Claim involving the same Wrongful Act or Interrelated Wrongful
Acts shall be deemed to have been made pursuant to Section E.2., below.
4. Payments of Loss, other than Costs, Charges and Expenses by Insurer shall reduce the Limit of
Liability under this Coverage Section. Costs, Charges and Expenses are not part of and are in
addition to the Limit of Liability. Payment of Costs, Charges and Expenses by the Insurer does not
reduce the Limit of Liability. If such Limit of Liability is exhausted, the obligations of the Insurer
under this Coverage Section are completely fulfilled and extinguished.
E. NOTIFICATION
1. The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section
only, give Insurer written notice of any Claim as soon as practicable, but in no event later than sixty
(60) days after the end of the Policy Period. If any Claim is first made against the Insureds during
the Extended Period, if purchased, written notice to Insurer must be given as soon as practicable,
but in no event later than sixty (60) days after the end of the Extended Period.
2. If, during the Policy Period or the Discovery Period, if purchased, any of the Insureds first
becomes aware of a specific Wrongful Act which may reasonably give rise to a future Claim covered
under this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if
purchased, give written notice to Insurer as soon as practicable of:
a. a description of the Wrongful Act allegations anticipated;
b. the identity of the potential claimants;
c. the circumstances by which the Insureds first became aware of the Wrongful Act;
d. the identity of the Insureds allegedly involved;
e. the consequences which have resulted or may result; and
f. the nature of the potential monetary damages and non -monetary relief;
then any Claim made subsequently arising out of such Wrongful Act shall be deemed for the
purposes of this Coverage Section to have been made at the time such notice was received by the
Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such
Wrongful Act results in a Claim.
3. Notice to Insurer shall be given to the address shown under Item 8. of the Declarations for this
Policy.
F. SETTLEMENT AND DEFENSE
1. It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty
shall exist even if any of the allegations are groundless, false or fraudulent. The Insurer's duty to
defend any Claim shall cease when the Limit of Liability has been exhausted.
2. The Insurer may make any investigation it deems necessary, and shall have the right to settle any
Claim; provided, however, no settlement shall be made without the consent of the Parent Company,
such consent not to be unreasonably withheld.
3. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and
Expenses or otherwise assume any contractual obligation or admit any liability with respect to any
Claim without the prior written consent of the Insurer, such consent not to be unreasonably
withheld. The Insurer shall not be liable for any settlement, Costs, Charges and Expenses,
assumed obligation or admission to which it has not consented. The Insureds shall promptly send to
the Insurer all settlement demands or offers received by any Insured from the claimant(s).
4. The Insureds agree to provide the Insurer with all information, assistance and cooperation which
the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do
nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery.
G. OTHER INSURANCE
If any Loss covered under this Coverage Section is covered under any other valid and collectible insurance,
then this Policy shall cover the Loss, subject to its terms and conditions, only to the extent that the amount
of the Loss is in excess of the amount of such other insurance whether such other insurance is stated to be
primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific
excess insurance over the Limit of Liability for this Coverage Section.
StottsdatScottsdale;-
, Endorsement
,
-- - , -.7- an.;. No.
1
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(1201 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADVISORY BOARD EXTENSION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section B. DEFINITIONS, subsection 4.:
Insured Persons means all persons who were, now are or shall become:
members of the Advisory Board of the Organization.
All other terms and conditions of this Policy remain unchanged.
Scottsdale _ d:mmm�
. Endorsement
.Coany No.
2
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ALLOCATION PROVISION
This endorsement modifies insurance provided under the following:
GENERAL TERMS AND CONDITIONS COVERAGE SECTION
The following Section P., ALLOCATION, is added to the General Terms and Conditions Section.
P. ALLOCATION
1. In the event the Insurer has the duty to defend a Claim under any Coverage Section in which both
Loss that is covered by the applicable Coverage Section and loss which is not covered by the
applicable Coverage Section is incurred, either because such Claim includes both covered and
uncovered matters or because such Claim is made against both covered and uncovered parties, then:
a. this Policy shall pay one hundred percent (100%) of Costs, Charges and Expenses incurred
by such Insured on account of such Claim; and
b. there shall be a fair and equitable allocation of any remaining loss incurred by such Insured on
account of such Claim between covered Loss and uncovered loss based upon the relative legal
and financial exposures and the relative benefits obtained.
2. In the event the Insured has the duty to defend a Claim under any Coverage Section in which both
Loss that is covered by the applicable Coverage Section and loss which is not covered by the
applicable Coverage Section is incurred, either because such Claim includes both covered and
uncovered matters or because such Claim is made against both covered and uncovered parties, then
the Insured and the Insurer shall use their best efforts to determine a fair and proper allocation as
between such insured and uninsured loss, taking into account the relative legal and financial
exposures and the relative benefits obtained.
All other terms and conditions of this Policy remain unchanged.
: o .�a `"
Endorsement
CompanyN3o.
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND CONDUCT EXCLUSION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
In consideration of the premium paid, it is agreed that section C., EXCLUSIONS, subsection 6. is deleted in its
entirety and replaced by the following:
6. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any dishonest, deliberately criminal or fraudulent act committed by an Insured, if established
by a final non -appealable adjudication in the underlying action or proceeding; or
b. any personal profit, remuneration or other financial advantage gained by an Insured Person
to which such Insured Person is not legally entitled, if established by a final non -appealable
adjudication in the underlying action or proceeding.
When 6.a. or 6.b. applies, the Insured shall reimburse the Insurer for any Costs, Charges or
Expenses.
All other terms and conditions of this Policy remain unchanged.
.co ttsd• le- tit d
,, -, Endorsement
:m 1` '' . .o p-arty No.
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND CONDUCT EXCLUSION -FOREIGN JURISDICTION
In consideration of the premium paid, it is agreed that this endorsement modifies insurance provided under the
following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section C., EXCLUSIONS, subsection 6. is deleted in its entirety and replaced by the following:
■ alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any dishonest, deliberately fraudulent or criminal act of an Insured; or
b. the gaining of any profit, remuneration or financial advantage to which any Insured
Persons were not legally entitled;
if established by a final, non -appealable adjudication in such Claim or a guilty plea or other
written admission under oath by such Insured;
provided, however, exclusion a. shall not apply to any such Claim for a criminal act made in a
jurisdiction outside the United States, unless and to the extent, such criminal act under such
foreign jurisdiction would be considered a criminal act under any federal, state or local law or
act within any jurisdiction in the United States;
When a. or b. apply, the Insured shall reimburse the Insurer for any Costs, Charges or
Expenses;
All other terms and conditions of this Policy remain unchanged.
• �(
: C tts:'d l i h: k
; •, Endorsement
n- . oiflpa 1y N5 .
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND DEFINITION OF INSURED PERSON-LEASED/CONTRACTED EMPLOYEES
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section B., DEFINITIONS, subsection 4.:
Insured Person means any person who was, now is, or shall become:
any natural person who is a leased employee or is contracted to perform work for the Organization,
or is an independent contractor for the Organization, but only to the extent such individual performs
work or services for or on behalf of the Organization.
All other terms and conditions of this Policy remain unchanged.
' ' tg a 'e --•
1:. ,
, .. Endorsement
tnriity, .C.,:oln" -1, an- y.- No.
6
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND DEFINITION OF THIRD PARTY ENDORSEMENT
In consideration of the premium paid, it is agreed that this endorsement modifies insurance provided under the
following:
EMPLOYMENT PRACTICES COVERAGE SECTION
Section B., DEFINITIONS, subsection 12. is deleted and replaced by the following:
12. Third -Party means any customer, client, or other natural person other than an Employee or
applicant for employment with the Organization.
All other terms and conditions of this Policy remain unchanged.
Scott ale .•t
•; Endorsement
n- ty (). -and No.
7
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND DISCOVERY ELECTION - 90 DAYS
This endorsement modifies insurance provided under the following:
GENERAL TERMS AND CONDITIONS
Section H., DISCOVERY PERIOD, subsection 2., is replaced by:
2. As a condition precedent to the right to purchase the Discovery Period set forth in subsection H.1. above,
the total premium for the Policy must have been paid. Such right to purchase the Discovery Period shall
terminate unless written notice, together with full payment of the premium for the Discovery Period, is
received by Insurer within ninety (90) days after the effective date of cancellation, or, in the event of a
refusal to renew, within ninety (90) days after the Policy expiration date. If such notice and premium
payment is not so given to Insurer, there shall be no right to purchase the Discovery Period.
All other terms and conditions of this Policy remain unchanged.
Sc-0,-ttidale ifiCtem""
Endorsement
ni -- inpany No.
8
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND INSURED VERSUS INSURED EXCLUSION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section C., EXCLUSIONS, subsection 5., is amended by adding the following:
is brought or maintained by any former director or officer of the Organization and where such Claim is
solely based upon and arising out of Wrongful Acts committed subsequent to the date such director or
officer ceased to be a director or officer of the Organization and where such Claim is first made two (2)
years subsequent to the date such director or officer ceased to be a director or officer of the Organization.
All other terms and conditions of this Policy remain unchanged.
..
Scottsdal• Ind
(`�Endorsement
:nl . t'" �--tympany-N9
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
I 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND NOTICE OF CIRCUMSTANCES
This endorsement modifies insurance provided under the following:
EMPLOYMENT PRACTICES COVERAGE SECTION
Section E., NOTIFICATION, subsection 2. is replaced by:
2. If during the Policy Period or the Discovery Period, if purchased, any of the Insureds first become
aware of specific facts or circumstances which may reasonably give rise to a future Claim covered
under this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if
purchased, give written notice to Insurer as soon as practicable of:
a. a description of the facts, circumstances, or allegations anticipated;
b. the identity of potential claimants;
c. the circumstances by which the Insureds first became aware of the facts or circumstances;
d. the identity of the Insureds allegedly involved;
e. the consequences which have resulted or may result; and
f. the nature of the potential monetary damages and non -monetary relief;
then any Claim made subsequently arising out of such facts or circumstances shall be deemed for the
purposes of this Coverage Section to have been made at the time such notices was received by the
Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such
facts or circumstances results in a Claim.
All other terms and conditions of this Policy remain unchanged.
f�
Scottsdale: ind
Endorsement
mnit Company No.
10
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND NOTICE OF CIRCUMSTANCES
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section E., NOTIFICATION, subsection 2. is replaced by:
2. If during the Policy Period or the Discovery Period, if purchased, any of the Insureds first become
aware of specific facts or circumstances which may reasonably give rise to a future Claim covered
under this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if
purchased, give written notice to Insurer as soon as practicable of:
a. a description of the facts, circumstances, or allegations anticipated;
b. the identity of potential claimants;
c. the circumstances by which the Insureds first became aware of the facts or circumstances;
d. the identity of the Insureds allegedly involved;
e. the consequences which have resulted or may result; and
f. the nature of the potential monetary damages and non -monetary relief;
then any Claim made subsequently arising out of such facts or circumstances shall be deemed for the
purposes of this Coverage Section to have been made at the time such notices was received by the
Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such
facts or circumstances results in a Claim.
All other terms and conditions of this Policy remain unchanged.
• - sdale Indem
. Endorsement
ny No.
11
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND NOTICE PROVISION - EPL
This endorsement modifies insurance provided under the following:
EMPLOYMENT PRACTICES COVERAGE SECTION
The following is added to Section E. NOTIFICATION:
A Claim shall be deemed to have been first made against the Insureds on the date an Insured who is an
executive officer, or a director, trustee, general counsel or human resources director (or equivalent positions)
of any Organization becomes aware of such Claim.
All other terms and conditions of this Policy remain unchanged.
: £ hhdale in c
., , Endorsement
n „.. . .o •an'y N.
Z
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured.
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND NOTICE PROVISION - INSURED PERSON AND ORGANIZATION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section E. NOTIFICATION:
A Claim shall be deemed to have been first made against the Insureds on the date an Insured who is an
executive officer, or a director, trustee, or general counsel (or equivalent position) of any Organization
becomes aware of such Claim.
All other terms and conditions of this Policy remain unchanged.
cots' : ate::
• Endorsement
n s :. .c x y N3.
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND NOTICE PROVISION 60 DAYS - EPL
This endorsement modifies insurance provided under the following:
EMPLOYMENT PRACTICES COVERAGE SECTION
Section E., NOTIFICATION, subsection 1. is replaced by:
The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section
only, give Insurer written notice of any Claim as soon as practicable, but in no event later than sixty
(60) days after the end of the Policy Period. If any Claim is first made against the Insureds during
the Extended Period, if purchased, written notice to Insurer must be given as soon as practicable,
but in no event later than sixty (60) days after the end of the Extended Period.
All other terms and conditions of this Policy remain unchanged.
.. .
SeOttSda .6 I
Endorsement
etti: ,C-o, '--Tiv- No.
14
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND OTHER INSURANCE TO BE PRIMARY
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section G., OTHER INSURANCE, is replaced by:
G. OTHER INSURANCE
For any Claim, if any Loss covered under this Coverage Section is covered under any other valid and
collectable insurance, then this Policy shall be primary insurance, unless expressly written to be excess over
other applicable insurance.
All other terms and conditions of this Policy remain unchanged.
!J:ot14� nm.ni'companyNo.
;. , Endorsement
15
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND SUBROGATION PROVISION - FINAL JUDGMENT
This endorsement modifies insurance provided under the following:
GENERAL TERMS AND CONDITIONS SECTION
Section M., ASSISTANCE, COOPERATION AND SUBROGATION, is deleted in its entirety and replaced by the
following:
M. ASSISTANCE, COOPERATION AND SUBROGATION
The Insureds agree to provide Insurer with such information, assistance and cooperation as Insurer
reasonably may request, and they further agree that they shall not take any action which in any way
increases Insurer's exposure under this Policy. In the event of any payments under this Policy, Insurer
shall be subrogated to the extent of such payment to all of the Insureds' rights of recovery against any
person or entity. The Insureds shall execute all papers required and shall do everything that may be
necessary to secure and preserve such rights, including the execution of such documents as are necessary to
enable Insurer effectively to bring suit or otherwise pursue subrogation in the name of the Insureds, and
shall provide all other assistance and cooperation which Insurer may reasonably require. In no event,
however, shall the Insurer exercise its right of subrogation against an Insured under this Policy unless
such Insured has been convicted of a deliberate criminal act; or has committed a deliberate fraudulent act,
if a final judgment establishes that such deliberate fraudulent act was committed; or has obtained any profit
or advantage to which a final judgment establishes the Insured was not legally entitled.
All other terms and conditions of this Policy remain unchanged.
c_:da. . Ind-
., Endorsement
c No.
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
1 St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMEND WARRANTY PROVISION - NON -RESCINDABLE COVERAGE
This endorsement modifies insurance provided under the following:
GENERAL TERMS AND CONDITIONS
Under Section D. WARRANTY, paragraph 2. is replaced by:
2. In the event the Application, including materials submitted or required to be submitted therewith, contains
any misrepresentation or omission made with the intent to deceive, or contains any misrepresentation or
omission which materially affects either the acceptance of the risk or the hazard assumed by the Insurer
under this Policy, this Policy, including each and all Coverage Sections, shall not afford coverage to the
following Insureds for any Claim alleging, based upon, arising out of, attributable to, directly or indirectly
resulting from, in consequence of, or in any way involving, any untruthful or inaccurate statements,
representations or information:
a. any Insured who is a natural person and who knew the facts misrepresented or the omissions,
whether or not such individual knew of the Application, such materials, or this Policy;
b. any Organization or Sponsor Organization to the extent it indemnifies any Insured referred to in
subsection a. above; and
c. any Organization, Sponsor Organization, Plan, or any other entity that is an Insured, if any past
or present chief executive officer, chief financial officer, general counsel, risk manager or human
resources director (or equivalent positions) of the Parent Organization knew the facts
misrepresented or the omissions, whether or not such individual knew of the Application, such
materials, or this Policy.
With respect to any statement, representation or information contained in the Application, or in the
materials submitted or required to be submitted therewith, and solely with respect to the above exclusion, no
knowledge possessed by any Insured who is a natural person shall be imputed to any other Insured who is
a natural person.
The following condition is added:
NON -RESCINDABLE
The Insurer shall not be entitled under any circumstances to rescind any Coverage Section of this
Policy with respect to any Insured. Nothing contained in this section shall limit or waive any other
rights or remedies available to the Insurer.
The title and any headings in this endorsement are solely for convenience and form no part of the terms and
conditions of coverage.
All other terms and conditions of this Policy remain unchanged.
•
Se-c t : ak hi d
,, , Endorsement
tn i - any N?.
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDATORY ENDORSEMENT - FLORIDA
This endorsement modifies insurance provided under the following:
BUSINESS AND MANAGEMENT INDEMNITY POLICY - NON-PROFIT ORGANIZATIONS
GENERAL TERMS AND CONDITIONS
EMPLOYMENT PRACTICES COVERAGE SECTION
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
FIDUCIARY COVERAGE SECTION
I. The following applies to the General Terms and Conditions form:
The following is added to Section E., CANCELLATION, paragraph 3.:
Any premium refundable to the Parent Organization shall be remitted to the Parent Organization
within fifteen (15) working days of the effective date of cancellation.
Section D., WARRANTY, is replaced by:
D. REPRESENTATIONS
The particulars and statements represented in the Application are the basis of this Policy and are to
be considered as incorporated into and constituting a part of this Policy and each Coverage Section.
By acceptance of this Policy, the Insureds agree that:
1. the statements in the Application are their representations, that such representations shall be
deemed material to the acceptance of the risk or the hazard assumed by Insurer under this
Policy, and that this Policy and each Coverage Section are issued in reliance upon the truth of
such representations; and
2. in the event the Application, including materials submitted or required to be submitted
therewith, contains any misrepresentation or omission made with the intent to deceive, or
contains any misrepresentation or omission which materially affects either the acceptance of
the risk or the hazard assumed by Insurer under this Policy, this Policy, including each and
all Coverage Sections, may be void ab initio with respect to any Insureds who had knowledge
of such misrepresentation or omission.
The following conditions are added:
NON -RENEWAL
1. If the Insurer decides not to renew this Policy the Insurer will mail or deliver to the
Parent Organization written notice of non -renewal, accompanied by the reason for
non -renewal, at least (45) days prior to the expiration of this Policy.
2. Any notice of non -renewal will be mailed or delivered to the Parent Organization's last
mailing address known to the Insurer. If notice is mailed, proof of mailing will be
sufficient proof of notice.
LOSS PAYMENT
When the Parent Organization and Insurer agree to settlement of any Claim, the
Insurer shall tender payment according to the terms of the agreement no later than
twenty (20) days after such settlement is reached.
DECLARATIONS AMENDMENT
The Declarations of this Policy is amended by the addition of the following:
Agents Signature Date
II. If the Employment Practices Coverage Section is included in this Policy, the following apply:
Under Section B., DEFINITIONS, paragraph 10.c. is replaced by:
c. punitive or exemplary damages, except to the extent that such punitive damages are imposed
on an Insured solely due to the insureds vicarious liability;
Under Section C., EXCLUSIONS, paragraph 3. is replaced by:
3. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
b. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat,
detoxify or neutralize Pollutants, or any voluntary decision to do so; including without
limitation any such Claim by or on behalf of the Company, its securities holders or creditors
based upon, arising out of, or attributable to the matters described in this exclusion. Provided,
however, this exclusion shall not apply to that part of any Claim under this Coverage Section
where such Claim is for Retaliation.
For purposes of this exclusion, Pollutants mean any solid, liquid, gaseous or thermal irritant or
contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes
materials to be recycled, reconditioned or reclaimed.
III. If the Insured Person And Organization Coverage Section is included in this Policy, the following apply:
Under Section B., DEFINITIONS, paragraph 7.c. is replaced by:
c. punitive or exemplary damages, except to the extent that such punitive damages are imposed
on an Insured solely due to the insureds vicarious liability;
Under Section C., EXCLUSIONS, paragraph 3. is replaced by:
3. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
b. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat,
detoxify or neutralize Pollutants, or any voluntary decision to do so; including without
limitation any such Claim by or on behalf of the Company, its securities holders or creditors
based upon, arising out of, or attributable to the matters described in this ex-clusion. Provided,
however, this exclusion shall not apply to that part of any Claim under this Coverage Section
where such Claim is for Retaliation.
For purposes of this exclusion, Pollutants mean any solid, liquid, gaseous or thermal irritant or
contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes
materials to be recycled, reconditioned or reclaimed.
IV. If the Fiduciary Coverage Section is included in this Policy, the following apply:
Under Section B., DEFINITIONS, paragraph 10.c. is replaced by:
c. punitive or exemplary damages, except to the extent that such punitive damages are imposed on an
Insured solely due to the insureds vicarious liability;
Under Section C., EXCLUSIONS, paragraph 2.c. is replaced by:
c. for or which seeks or constitutes the multiple portion of any multiplied damage award;
Under Section C., EXCLUSIONS, paragraph 1.c. is replaced by:
c. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in con-
sequence of, or in any way involving:
i. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
ii. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat,
detoxify or neutralize Pollutants, or any voluntary decision to do so; including without
limitation any such Claim by or on behalf of the Company, its securities holders or creditors
based upon, arising out of, or attributable to the matters described in this exclusion. Provided,
however, this exclusion shall not apply to that part of any Claim under this Coverage Section
where such Claim is for Retaliation.
For purposes of this exclusion, Pollutants mean any solid, liquid, gaseous or thermal irritant or
contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes
materials to be recycled, reconditioned or reclaimed.
All other terms and conditions of this Policy remain unchanged.
T
C sdale . lids
., Endorsement
n :Co a . No.
18
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDED INSURED PERSONS VERSUS ORGANIZATION
In consideration of the premium paid, it is agreed that this endorsement modifies insurance provided under the
following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section C., EXCLUSIONS, subsection 5. is deleted in its entirety and replaced with the following:
5. brought or maintained by, on behalf of, in the right of, or at the direction of the Organization in any
capacity, unless such Claim:
a. is brought derivatively on behalf of such Organization and is instigated and continued totally
independent of, and totally without the solicitation, assistance, active participation of, or
intervention of, any Insured; or
b. is brought or maintained by any Insured in the form of a cross -claim, third -party claim or
other proceeding for contribution or indemnity which is part of, and directly results from a
Claim that is covered by this Coverage Section;
All other terms and conditions of this Policy remain unchanged.
Se' ts- a. le ''. -'
Endorsement
Atitri. ' A:Alva-1w No.
19
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDED INSURED VERSUS INSURED EXCLUSION - FOREIGN JURISDICTION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section C., EXCLUSIONS, is amended by adding the following to subsection 5.:
is brought or maintained in a jurisdiction outside the United States of America, Canada or Australia by any
Insured Persons of the Organization solely where such Organization is domiciled or chartered in such
foreign jurisdiction;
All other terms and conditions of this Policy remain unchanged.
Scotts a e
Endorsement
' ic:onipany No.
20
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDED INSURED VERSUS INSURED EXCLUSION WHISTLEBLOWER CARVEBACK
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section C., EXCLUSIONS, subsection 5.:
• is brought or maintained by an employee of the Organization who is not or was not a director or officer of
the Organization, including any such Claim brought or maintained under the Federal False Claims Act or
any similar federal, state, local or foreign "whistleblower" law or "whistleblower" provision of any law.
All other terms and conditions of this Policy remain unchanged.
c tt ale:
Endorsement
n 1:t-Co a y N.
i
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDED INSURED VERSUS INSURED EXCLUSION WITH CREDITOR COMMITTEE CARVEBACK
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section C.,EXCLUSIONS, subsection 5., is amended by adding the following:
• is brought or maintained by any bankruptcy trustee or bankruptcy appointed representative of the
Organization, or creditors committee of the Organization, or any assignee thereof;
All other terms and conditions of this Policy remain unchanged.
to ts:dale: i'1t
.. Endorsement
tut ° '3any No.
22
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM
It is agreed that the Limit(s) of Liability section is amended by adding the following: Notwithstanding anything in
this policy to the contrary, if aggregate Insured losses attributable to terrorist acts certified under the federal
Terrorism Risk Insurance Act exceed $100 billion in a calendar year and the Insurer has met its deductible under
the Terrorism Risk Insurance Act, the Insurer shall not be liable for the payment of any portion of the amount of
such losses that exceeds $100 billion, and in such case Insured losses up to that amount are subject to pro rata
allocation in accordance with procedures established by the Secretary of the Treasury. Certified Act of Terrorism
means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal
Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism
Risk Insurance Act for a Certified Act of Terrorism include the following: The act resulted in Insured losses in excess
of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and
The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an
individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the
policy or affect the conduct of the United States Government by coercion. All other terms and conditions of this
policy remain unchanged
Scottsdale: .d'enmity,U.o
(('�� Endorsement
a y •
23
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
I 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COST OF INVESTIGATIONS COVERAGE
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
It is agreed that:
The following is added to Section B., DEFINITIONS:
Cost of Investigation means reasonable and necessary legal costs, charges, fees and expenses
incurred by any of the Insureds in investigating a written demand, by one or more of the securities
holders of the Organization upon the board of directors, the management board of the
Organization or the Organization, to bring a civil proceeding, including any derivative action,
against any of the directors and officers on behalf of the Organization.
The following is added to Section B., DEFINITIONS, subsection 1.:
a written demand, by one or more of the securities holders of the Organization upon the board of
directors, the management board of the Organization or the Organization, to bring a civil
proceeding, including any derivative action, against any of the directors and officers on behalf of the
Organization.
Section B., DEFINITIONS, subsection 3. is deleted in its entirety and is replaced by:
3. Costs, Charges and Expenses means:
a. reasonable and necessary legal costs, charges, fees and expenses incurred by any of the
Insureds in defending Claims and the premium for appeal, attachment or similar bonds
arising out of covered judgments, but with no obligation to furnish such bonds and only for the
amount of such judgment that is up to the applicable Limit of Liability and;
b. cost of investigation.
Costs, Charges and Expenses do not include salaries, wages, fees, overhead or benefit expenses of
or associated with officers or employees of the Organization.
All other terms and conditions of this Policy remain unchanged.
; Endorsement
24
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CRISIS FUND FOR NON -PROFITS - CRISIS COMMUNICATIONS MANAGEMENT INSURANCE
In consideration of the additional premium paid of $1040, it is agreed that this endorsement modifies insurance
provided under the following.
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
I. Section A., INSURING CLAUSE, is amended by adding the following Insuring Clause:
o CRISIS MANAGEMENT COVERAGE
This Policy shall pay the Crisis Management Loss of the Organization arising from a Crisis
Management Event first commencing during the Policy Period.
II. Solely with respect to the coverage provided by this endorsement, Section B., DEFINITIONS, is amended to
include the following:
o Material Effect shall mean the publication of unfavorable information regarding the Organization
which can reasonably be considered to lessen public confidence in the competence of the
Organization. Such publication must occur in either:
1. A daily newspaper of general circulation; or
2. A radio, television or Internet news report on an Organization.
o Crisis Management Event shall mean one of the following events which, in the good faith opinion of
the Organization, did cause or is reasonably likely to cause, a Material Effect:
1. Management Crisis:
The death, incapacity or criminal indictment of any director, trustee or officer, including, but not
limited to, the executive director, of the Organization, or any employee of the Organization
on whom the Organization maintains key person life insurance.
2. Member Abuse:
The public announcement or accusation that an individual under the management control of the
Organization has intentionally caused bodily injury to, or death of, a member or proposed
member of the Organization, or has sexually abused a member of the Organization.
3. Debt default:
The public announcement that the Organization has defaulted or intends to default on its
debt.
4. Bankruptcy:
The public announcement that the Organization intends to file for bankruptcy protection or
that a third -party is seeking to file for involuntary bankruptcy on behalf of the Organization, or
the imminence of bankruptcy proceedings, whether voluntary or involuntary.
5. Contribution Revocation:
The withdrawal or return of any non -governmental grant, contribution or bequest in excess of
$500,000.
For the purpose of this endorsement, a Crisis Management Event shall first commence when the
Organization or any of its directors or executive officers shall first become aware of the event during
the Policy Period and shall conclude at the earliest of the time when the Crisis Management Firm
advises the Organization that the crisis no longer exists or when the Crisis Management Fund
Sub -limit has been exhausted.
o Crisis Management Firm shall mean any public relations firm, crisis management firm or law firm
hired by the Organization or its directors, officers or employees to perform Crisis Management
Services in connection with a Crisis Management Event, the selection of which has been consented
to by the Insurer, which consent shall not be unreasonably withheld.
o Crisis Management Loss shall mean the following amounts incurred during the pendency of or
within ninety (90) days prior to and in anticipation of, the Crisis Management Event, regardless of
whether a Claim is ever made against an Insured arising from the Crisis Management Event and,
in the case where a Claim is made, regardless of whether the amount is incurred prior to or
subsequent to the making of the Claim:
1. Amounts for which the Organization is legally liable for the reasonable and necessary fees and
expenses incurred by a Crisis Management Firm in the performance of Crisis Management
Services for the Organization arising from a Crisis Management Event; and
2. Amounts for which the Organization is legally liable for the reasonable and necessary printing,
advertising, mailing of materials, or travel by directors, officers, employees or agent of the
Organization or the Crisis Management Firm, in connection with the Crisis Management
Event.
o Crisis Management Services means those services performed by a Crisis Management Firm in
advising the Organization or any of its directors, officers or employees on minimizing the potential
harm to the Organization arising from the Crisis Management Event, including, but not limited, to
maintaining and restoring public confidence in the Organization.
III. Solely with respect to the coverage provided by this endorsement, Section B., DEFINITIONS, 7. Loss is
amended as follows:
o Loss shall include Crisis Management Loss.
IV. Solely with respect to the coverage provided by this endorsement, Section C., EXCLUSIONS, is amended by
adding the following:
o alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
• any Claim which has been reported, or any circumstances of which notice has been given,
under any policy of which this Policy is a renewal or replacement or which it may succeed in
time;
• any pending or prior litigation or administrative or regulatory proceeding, demand letter or
formal or informal governmental investigation or inquiry, including any investigation by the U.S.
Department of Labor or the U.S. Equal Employment Opportunity Commission, filed or pending
as of 8/1/2019;
• any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or
administrative or regulatory proceeding, demand letter or formal or informal governmental
investigation or inquiry, including any investigation by the U.S. Department of Labor or the U.S.
Equal Employment Opportunity Commission; or
• the hazardous properties of nuclear materials.
V. Solely with respect to this endorsement, the following is added to Section D., LIMIT OF LIABILITY AND
RETENTIONS:
o Crisis Management Fund Sublimit: $10,000
o The limit of the Insurer's liability for Crisis Management Loss arising from all Crisis Management
Events occurring during the Policy Period, in the aggregate, shall be the amount set forth in this
endorsement as the Crisis Management Fund Sublimit. This sublimit shall be the maximum liability
of the Insurer under this endorsement, regardless of the number of Crisis Management Events
occurring during the Policy Period, provided however, that this single Crisis Management Fund
Sublimit shall be part of and not in addition to the Limit of Liability maximum aggregate for this
Coverage Section stated in Item 3.1. of the Declarations, which shall in all events be the maximum
liability of the Insurer for all Loss under this Policy.
o There shall be no retention amount applicable to Crisis Management Loss.
VI. Solely with respect to this endorsement, the following is added to Section E., NOTIFICATION:
o An actual or anticipated Crisis Management Event shall be reported to the Insurer as soon as
practicable, but in no event later than thirty (30) days after the Organization first incurs Crisis
Management Loss for which the coverage will be requested under this endorsement.
VII. Solely with respect to this endorsement, Section F., SETTLEMENT AND DEFENSE, is amended as follows:
o There shall be no requirement for the Organization to obtain prior written approval of the Insurer
before incurring any Crisis Management Loss, provided that the Crisis Management Firm selected
by the Organization to perform the Crisis Management Services has been approved by the
Insurer.
All other terms and conditions of this Policy remain unchanged.
:code. i 'mini
,, . Endorsement
' .ay N.
5
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EMPLOYED LAWYERS EXTENSION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section B.4.:
Employed Lawyers of the Organization
The following definition is added to Section B.:
Employed Lawyers means:
employees of the Organization who:
1. are admitted to practice law in one or more jurisdictions in the United States of America; and
2. are employed within the Organization's office of the general counsel or its functional equivalent; and
3. acting solely in the capacity of providing professional legal services to the Organization.
An individual shall not be deemed to be an Employed Lawyer to the extent such individual renders or
rendered professional legal services to persons or entities other than the Insureds.
;... Endorsement
26
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
I 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EMPLOYEE PRIVACY COVERAGE WITH SUB -LIMIT
This endorsement modifies insurance provided under the following:
EMPLOYMENT PRACTICES COVERAGE SECTION
It is agreed that the Employment Practices Coverage Section is amended as follows:
1. Section A., INSURING CLAUSES, is amended by adding the following:
Employee Privacy Insuring Clause
Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to
pay by reason of an Employee Privacy Claim first made against the Insureds during the Policy
Period and reported to the Insurer pursuant to subsection E.1. herein, for a Privacy Wrongful Act
taking place prior to the end of the Policy Period.
Cost of Employee Notification Insuring Clause
Insurer shall pay the Cost of Employee Notification of the Insureds resulting from an Employee
Personal Information Breach first discovered during the Policy Period and reported to the
Insurer pursuant to subsection E.4. added below.
2. Section B., DEFINITIONS, subsection 1. is amended by adding the following:
Employee Privacy Claim
3. Section B., DEFINITIONS, subsection 10. is amended by adding the following:
o Loss also includes Cost of Employee Notification
4. Section B., DEFINITIONS, subsection 15. is amended by adding the following:
Privacy Wrongful Act.
5. Section B., DEFINITIONS, is amended by adding the following:
Cost of Employee Notification means:
a. any reasonable and necessary cost or expense of the Organization to notify any Employee of
any Employee Personal Information Breach as required under any Privacy Act; and
b. the cost to notify and monitor the credit reports of any Employee who has been the subject of
an Employee Personal Information Breach for the length of time as set forth under any
Privacy Act.
Employee Personal Information means any personal information not available to the general
public of any Employee where such non-public personal information can be used to identify
such natural person and where such non-public information is solely in the custody, care or
control of the Organization or another entity at the direction and consent of the
Organization. Such Personal Information shall include, but not be limited to a natural
person's name, address, telephone number, date of birth, social security number, account
number, history of account transactions, account balance, account relationships, credit card
number, medical records, medical history and any other non-public personal information as set
forth in any Privacy Act.
Employee Personal Information Breach means:
a. the unauthorized acquisition, access, use, physical taking, identity theft, mysterious
disappearance, release, distribution or disclosure of Employee Personal Information
which compromises the security or privacy of such Employee Personal Information,
including, but not limited to:
i. the unauthorized and fraudulent taking of Employee Personal Information by
reason of a breach or failure of any hardware, software, or firmware the
Organization owns, leases or controls on premises or elsewhere or the similar
technology of another entity that controls, maintains or stores Employee
Personal Information at the direction and consent of the Organization; or
ii. the actual unauthorized taking of physical Employee Personal Information by
any person, employee or entity.
Employee Privacy Claim means:
a. a written demand against any Insured for monetary damages or non -monetary or
injunctive relief;
b. a civil proceeding against any Insured seeking monetary damages or non -monetary or
injunctive relief, commenced by the service of a complaint or similar pleading;
c. an arbitration proceeding against any Insured seeking monetary damages or non -
monetary or injunctive relief;
d. a civil, administrative or regulatory proceeding, or a formal governmental investigation
against any Insured commenced by the filing of a notice of charges, investigative order
or similar document; or
e. a written request to toll or waive any statute of limitations
brought by or on behalf of an Employee in their capacity as such and solely alleging a
Privacy Wrongful Act.
Privacy Act means any federal, state or local statutory or common law relating solely to
Employee Personal Information or any rules or regulations promulgated thereunder,
including, but not limited to The Financial Modernization Act of 1999 ("Gramm -Leach -Bliley
Act"), the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Section 1798
of the California Civil Code.
Privacy Policy means the internal or publicly accessible written documents that set forth the
policies, standards and procedures of the Organization for collection, use, disclosure, sharing,
dissemination and correction or supplementation of, and access to, Employee Personal
Information.
Privacy Wrongful Act means:
a. the failure of the Organization to timely disclose an incident or event triggering a
violation of a Privacy Act; or
b. failure by the Insureds to comply with that part of a Privacy Policy that specifically:
i. prohibits or restricts the disclosure, sharing or selling of an Employee's Personal
Information;
ii. requires the Organization to provide access to Employee Personal
Information or to correct incomplete or inaccurate Employee Personal
Information after a request is made by an Employee; or
iii. mandates procedures and requirements to prevent the loss of Employee
Personal Information.
6. Section E., NOTIFICATION, is amended by adding the following subsection:
o The Insureds shall, as a condition precedent to their rights to payment for the Cost of Employee
Notification under this endorsement, give the Insurer written notice of any Employee Personal
Information Breach as soon as practicable after the Insured discovers such Employee Personal
Information Breach, but in no event later than sixty (60) days after such discovery. The Insurer
will pay for the Cost of Employee Notification sustained by the Insured resulting from an
Employee Personal Information Breach occurring at any time and discovered by the Insured
during the Policy Period. Discovery of the Employee Personal Information Breach occurs when
an officer, director, Insurance Manager or Risk Manager first becomes aware of facts which would
cause a reasonable person to assume that an Employee Personal Information Breach covered by
this Coverage Section has occurred, even though the exact amount or details of any Cost of
Employee Notification may not then be known. Discovery also occurs when the Insured receives
notice of an actual or a potential Claim against it alleging facts that, if true, would constitute a
covered Employee Privacy Claim for a Privacy Wrongful Act.
7. The following Section is added to the Employment Practices Coverage Section:
I. DUTIES IN THE EVENT OF AN EMPLOYEE PERSONAL INFORMATION BREACH
After the Insured discovers an Employee Personal Information Breach or a situation that may
result in an Employee Personal Information Breach that may be covered under this Endorsement,
the Insured must:
1. submit to an examination under oath at the Insurers request and give the Insurer a sworn
statement of the answers of the Insured;
2. provide the Insurer with a sworn proof of loss within forty-five (45) days after discovery which
shall provide, at a minimum:
a. the date and circumstances surrounding discovery, including the name(s) of the
person(s) making the discovery;
b. details of how the Employee Personal Information Breach occurred or will occur;
c. the amount of actual loss known and an estimate of the total loss expected to result; and
d. a description of all known sources of recovery to reduce the Cost of Employee
Notification;
3. provide the Insurer with all information, assistance and cooperation as the Insurer may
reasonably request in the investigation of the Employee Personal Information Breach and
corresponding Cost of Employee Notification;
4. not incur any Cost of Employee Notification without the written consent of the Insurer; and
5. notify the police or other appropriate law enforcement authority(ies) if the Insured has reason
to believe that the Employee Personal Information Breach involves a violation of law.
8. Notwithstanding, Section G., OTHER INSURANCE, If any coverage under this endorsement is also covered
under any other valid and collectable insurance, then the coverage provided by this endorsement shall be
specifically excess of, and will not contribute with, such other insurance, including but not limited to any such
other insurance under which there is a duty to defend.
9. The maximum aggregate Limit of Liability as a result of coverage provided by this endorsement for all Loss
as a result of all Employee Privacy Claims and Cost of Employee Notification shall be $10,000, which
sum shall be part of and not in addition to the Limit of Liability identified in Item 3.1.a. of the Declarations
relating to the Employment Practices Coverage Section, and Item 3.1.b., additional aggregate for Costs,
Charges and Expenses, shall not be applicable to, nor available for, the coverage provided by this
endorsement.
10. The Retention listed in Item 3.2.a. of the Declarations relating to the Employment Practices Coverage Section
for Employment Practices Claims applies to each Employee Privacy Claim under this Employee
Privacy Insuring Clause. The Retention amount applicable to the Cost of Employee Notification is an
amount equal to twenty percent (20%) of the Retention listed in Item 3.2.a. of the Declarations relating to
the Employment Practices Coverage Section for Employment Practices Claims. The Retention for the Cost
of Employee Notification shall be applied only once for each discovery of an Employee Personal
Information Breach.
All other terms and conditions of this Policy remain unchanged.
S :c"tt : ale. hid
• Endorsement
. a a No
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCESS BENEFIT TRANSACTION EXCISE TAX COVERAGE ENDORSEMENT
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section B. DEFINITIONS:
Excess Benefit Transaction Excise Tax means any excise tax imposed by the Internal Revenue Service on
an Insured Person who is an Organization Manager as a result of such Insured Person's participation
in an Excess Benefit Transaction;
Organization Manager means "organization manager" as that term is defined in Section 4958 of the
Internal Revenue Code of 1986, as amended;
Excess Benefit Transaction means an "excess benefit transaction" as that term is defined in Section 4958;
and
Disqualified Person means a "disqualified person" as that term is defined in Section 4958.
Section B. DEFINITIONS, Section 7., paragraph a. is replaced by the following:
a. taxes, fines or penalties other than Excess Benefit Transaction Excise Tax; provided, however, coverage
for such Excess Benefit Transaction Excise Tax shall not include:
i. any Excess Benefit Transaction Excise Tax exceeding $10,000;
ii. any Excess Benefit Transaction Excise Tax expressly prohibited in the bylaws, certificate of
incorporation or other organizational documents of the Insured Organization;
iii. any excise tax imposed by the Internal Revenue Service on any Disqualified Person for any Excess
Benefit Transaction.
All other terms and conditions of this Policy remain unchanged.
ScottsdaleIn
Endorsement
e n t .. ompa No.
28
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
FLORIDA POLICYHOLDER NOTICE
POLICYHOLDER NOTICE -COMPANY TELEPHONE NUMBER
The phone number shown on the policy provides a means of direct contact with the Company.
SCO s: i I
,. Endorsement
. nim o any No.
29
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
IMMIGRATION CLAIM ENDORSEMENT
This endorsement modifies insurance provided under the following:
EMPLOYMENT PRACTICES COVERAGE SECTION
I. It is agreed that the Employment Practices Coverage Section is amended as follows:
The following is added to Section A., INSURING CLAUSES:
Immigration Claim Insuring Clause
Insurer shall pay the Costs, Charges and Expenses of the Insureds which the Insureds
have become legally obligated to pay by reason of an Immigration Claim first made against
the Insureds during the Policy Period or, if elected, the Extended Period, and reported to
the Insurer pursuant to subsection E.1. herein, for an Immigration Wrongful Act taking
place prior to the end of the Policy Period.
The following is added to Section B., DEFINITIONS, subsection 1.:
Immigration Claim.
The following is added to Section B., DEFINITIONS, subsection 15.:
Immigration Wrongful Act.
The following is added to Section B., DEFINITIONS:
Immigration Wrongful Act means any actual or alleged violation(s) of the Immigration Control Act
of 1986 or any other similar federal or state laws or regulations.
Immigration Claim means any criminal investigation of any of the Insureds by any governmental
agency for actually or allegedly hiring or harboring illegal aliens.
Solely as respects coverage provided by this endorsement, Section D., LIMIT OF LIABILITY AND
RETENTIONS, subsection 4. is deleted in its entirety and replaced with the following:
4. Payments of Costs, Charges and Expenses by Insurer shall reduce the Limit(s) of Liability under
this Coverage Section. Costs, Charges and Expenses are part of, and not in addition to, the Limit(s)
of Liability. If such Limit(s) of Liability are exhausted by payment of Costs, Charges and Expenses,
the obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished.
The following is added to Section G., OTHER INSURANCE:
For any Immigration Claim, if any Costs, Charges and Expenses covered under this Coverage
Section are covered under any other valid and collectable insurance, then this Policy shall be primary
insurance.
II. It is agreed that the DECLARATIONS is amended as follows:
The maximum aggregate Limit of Liability for all Costs, Charges and Expenses as a result of all
Immigration Claims shall be $100,000, which sum shall be part of and not in addition to the Limit of
Liability identified in Item 3.1. of the Declarations relating to the Employment Practices Coverage Section.
The following is added to Item 3., Employment Practices Coverage Section, Section 2., Retention, of the
Declarations:
$25,000 each Immigration Claim
All other terms and conditions of this Policy remain unchanged.
:c tscaa :i
,.. Endorsement
k:m °, tympany No
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
MOLESTATION EXCLUSION
This endorsement modifies insurance provided under the following:
EMPLOYMENT PRACTICES COVERAGE SECTION
The following is added to Section C. EXCLUSIONS:
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim alleging, based
upon, arising out of, or attributable to, directly or indirectly resulting from, in consequence of, or in any way
involving any Sexual Misconduct, including but not limited to any Employment Practices Wrongful Act
relating to the employment, hiring, retention, or supervision of any person who actually or allegedly engages
in Sexual Misconduct, reporting to authorities Sexual Misconduct, or the failure or alleged failure to do
any of the foregoing.
The following definition is added to Section B. DEFINITIONS:
Sexual Misconduct means child abuse or child neglect, or any licentious, immoral or sexual behavior
directed towards a minor, or any sexual abuse, sexual assault, or molestation of a minor.
All other terms and conditions of this Policy remain unchanged.
. (
_ osd ie. i i
4.. �-r Endorsement
enmity C a No.
31
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
OUTSIDE ENTITY COVERAGE FOR NON-PROFIT COMPANIES
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
Section B. DEFINITIONS, subsection 10., is replaced by the following:
10. Wrongful Act means:
any actual or alleged error, omission, misleading statement, misstatement, neglect, breach of duty or act,
Publisher Liability Act or Personal Injury Act allegedly committed or attempted by any Insured, while
acting in their capacity as such, or any matter claimed against an Insured Person solely by reason of his or
her serving in such capacity; or
any actual or alleged error, omission, misleading statement, misstatement, neglect, breach of duty or act of
any of the Insured Persons, while acting in their capacity as a director, officer, trustee, governor, executive
director or similar position of any Outside Entity where such service is with the knowledge and consent of
the Organization. In the event of a dispute between the Organization and Insured Person over whether
the Organization had knowledge and consented to such service, the Insurer shall act in accordance with
the decision of the Organization.
The following is added to Section B. DEFINITIONS:
Outside Entity means any non-profit company which is exempt from taxation under the Internal Revenue
Code, as amended, in which any of the Insured Persons is, with the knowledge and consent of the
Organization, serving as a director, officer, trustee, governor, executive director or similar position of such
non-profit company.
Section C. EXCLUSIONS, subsection 7., is replaced by:
7. for the return by any of the Insured Persons of any remuneration paid to them without the previous
approval of the appropriate governing body of the Organization or Outside Entity, which payment without
such previous approval shall be held to be in violation of law;
Section C. EXCLUSIONS, subsection 10., is replaced by:
10. for a Wrongful Act actually or allegedly committed or attempted by any of the Insured Persons in his or
her capacity as a director, officer, trustee, manager, member of the board of managers or equivalent
executive of a limited liability company or employee of, or independent contractor for or in any other capacity
or position with any entity other than the Organization; provided, however, that this exclusion shall not
apply to Loss resulting from any such Claim solely to the extent that:
a. such Claim is based on the service of any of the Insured Persons as a director, officer, trustee,
governor, executive director or similar position of any Outside Entity where such service is with the
knowledge and consent of the Organization; and
b. such Outside Entity is not permitted or required by law to provide indemnification to such Insured
Person; and
c. such Loss is not covered by insurance provided by any of the Outside Entity's Insurer(s);
Section C. EXCLUSIONS, subsection 13., is replaced by:
13. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving any employment or employment -related matters brought by or on behalf of or in the
right of an applicant for employment with the Organization or any Insured Person, or an applicant for
employment with an Outside Entity or any director, officer, trustee, governor, executive director,
management committee member, member of the board of managers, or employee of an Outside Entity;
The following is added to Section C. EXCLUSIONS:
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
brought or maintained by, on behalf of, in the right, or at the direction of any Outside Entity, or any
past, present or future duly elected or appointed director, officer, trustee, governor, manager, general
counsel, risk manager, management committee member, member of the board of managers, or
equivalent executives of any Outside Entity;
All other terms and conditions of this Policy remain unchanged.
. t ` a1' . I:d-Co-m
,.•Endorsement
NZ
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIOR AND INTERRELATED WRONGFUL ACTS EXCLUSION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section C. EXCLUSIONS:
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving:
a. any Wrongful Act actually or allegedly committed prior to 8/1/2019 , or
b. any Wrongful Act occurring on or subsequent to 8/1/2019 which, together with a Wrongful
Act occurring prior to such date, would constitute Interrelated Wrongful Acts.
All other terms and conditions of this Policy remain unchanged.
a�: nde 'enmity
: o tk:
.. Endorsement
,Company No.
33
Attached '
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIOR AND INTERRELATED WRONGFUL ACTS EXCLUSION - EPL
This endorsement modifies insurance provided under the following:
EMPLOYMENT PRACTICES COVERAGE SECTION
The following is added to Section C. EXCLUSIONS:
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
alleging, based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any
way involving:
a. any Wrongful Act actually or allegedly committed prior to 8/1/2019 ; or
b. any Wrongful Act occurring on or subsequent to 8/1/2019 which, together with a Wrongful
Act occurring prior to such date would constitute Interrelated Wrongful Acts.
All other terms and conditions of this Policy remain unchanged.
• • -' "
NC0ttsdaleIfidi
Endorsement
mty ,.CompnyN.
-- . -
34
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIOR AND INTERRELATED WRONGFUL ACTS EXCLUSION - FIDUCIARY
This endorsement modifies insurance provided under the following:
FIDUCIARY COVERAGE SECTION
The following is added to Section C. EXCLUSIONS:
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving:
a. any Wrongful Act actually or allegedly committed prior to , or
b. any Wrongful Act occurring on or subsequent to which, together with a Wrongful Act occurring
prior to such date, would constitute Interrelated Wrongful Acts.
All other terms and conditions of this Policy remain unchanged.
I -Lel • Ile\ s inn%
;.# ('� Endorsement
04 No.
35
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
I 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIORITY OF PAYMENTS PROVISION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following condition is added:
PAYMENT PRIORITY
If the amount of any Loss which is otherwise due and owing by the Insurer exceeds the then -
remaining Limit of Liability applicable to the Loss, the Insurer shall pay the Loss, subject to such
Limit of Liability, in the following priority:
a. first, the Insurer shall pay any non-indemnifiable Loss covered under this Coverage Section in
excess of any applicable Retention shown in Item 3. of the Declarations; and
b. second, only if and to the extent the payment under a. above does not exhaust the applicable
Limit of Liability, the Insurer shall pay any remaining Loss under this Coverage Section in
excess of the Retention shown in Item 3. of the Declarations.
c. subject to the foregoing, the Insurer shall, upon receipt of a written request from the Chief
Executive Officer of the Parent Organization, delay any payment of Loss otherwise due and
owing to or on behalf of the Organization until such time as the Chief Executive Officer of the
Parent Organization designates, provided the liability of the Insurer with respect to any such
delayed Loss payment shall not be increased, and shall not include any interest, on account of
such delay.
All other terms and conditions of this Policy remain unchanged.
#.
:_#:'iit:"_
a.: Endorsement
No.
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
I 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PROFESSIONAL SERVICES ERRORS AND OMISSIONS EXCLUSIONS
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section C. EXCLUSIONS:
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
alleging, based upon, arising out of, or attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving the rendering or failure to render professional services.
All other terms and conditions of this Policy remain unchanged.
cc ttsda e: ii
Endorsement
:i 1nit .chirt any No.
37
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
SEXUAL MISCONDUCT, CHILD ABUSE, NEGLECT EXCLUSION
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section C. EXCLUSIONS:
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
alleging, based upon, arising out of, or attributable to, directly or indirectly resulting from, in
consequence of, or in any way involving any Sexual Misconduct, child abuse, or neglect, including
but not limited to employment, supervision, reporting to authorities, failure to so report or retention of
any person.
The following is added to Section B. DEFINITIONS:
Sexual Misconduct means any licentious, immoral or sexual behavior, sexual abuse, sexual assault, or
molestation intended to lead to or culminating in any attempted or actual sexual act.
All other terms and conditions of this Policy remain unchanged.
Scottsdale Indemnity Company
Endorsement
No.
38
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
TOLLING OR WAIVING THE STATUTE OF LIMITATIONS
This endorsement modifies insurance provided under the following:
INSURED PERSON AND ORGANIZATION COVERAGE SECTION
The following is added to Section B., DEFINITIONS, subsection 1.
f. a written request received by the Insureds to toll or waive the statute of limitations regarding a potential
Claim. Such Claim shall be commenced by the receipt of such request.
All other terms and conditions of this Policy remain unchanged.
•
Scottsdale. ii: d
;, Endorsement
enmt ► Cone any No .
Attached
To And
Forming
Part of
Policy
Number
Endorsement
Effective Date
(12:01 A.M.
Standard
Time)
Named Insured
Agent No.
EKI3439439
08/01/2022
St. Alban's Day Nursery Inc
29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAGE AND HOUR CLAIM COSTS, CHARGES AND EXPENSES ONLY ENDORSEMENT - NON-PROFIT
ORGANIZATIONS
In consideration of the premium paid, it is agreed that this endorsement modifies insurance provided under the
following:
EMPLOYMENT PRACTICES COVERAGE SECTION
1. Section A., INSURING CLAUSES, is amended to include the following:
o Wage and Hour Claim Insuring Clause
Insurer shall pay the Costs, Charges and Expenses of the Insureds that the Insureds have
become legally obligated to pay by reason of a Wage and Hour Claim first made against the
Insureds during the Policy Period or, if elected, the Extended Period, and reported to the Insurer
pursuant to Section E.1. herein, for a Wage and Hour Wrongful Act taking place prior to the end of
the Policy Period.
2. Section B., DEFINITIONS, subsection 1., Claim, is amended by adding the following:
c. Wage and Hour Claim.
3. Section B., DEFINITIONS, subsection 15., Wrongful Act, is amended by adding the following:
c. Wage and Hour Wrongful Act.
4. The following definitions are added to Section B., DEFINITIONS:
o Wage and Hour Wrongful Act means any actual or alleged violation(s) of:
a. the Fair Labor Standards Act of 1938 and amendments thereto, or any similar federal, state or
local law governing or relating to:
i. the classification of Employees for the purpose of determining Employees' eligibility for
compensation; or
ii. the payment of wages, including but not limited to the payment of overtime, minimum
wages, on -call time, the donning and doffing of uniforms, rest and meal periods,
reimbursement of expenses, and any other earnings, tips, reimbursement or
compensation of Employees;
b. unfair business practices, unfair competition, conversion or public policy concerning, relating or
arising out of any actual or alleged violations of those matters referenced in paragraph a.i. or
a.ii. above.
provided, however, Wage and Hour Wrongful Act shall not include actual or alleged violations of the
Equal Pay Act of 1963, and any amendments thereto.
o Wage and Hour Claim means:
a. a written demand against an Insured for damages or other relief; or
b. a civil, judicial, administrative, regulatory or arbitration proceeding or a formal governmental
investigation against an Insured seeking damages or other relief, commenced by the service of
a complaint or similar pleading, including any appeal therefrom, brought by or on behalf of one
or more Employees solely alleging any Wage and Hour Wrongful Act, including any class
action or a collective action under § 216(b) of the Fair Labor Standards Act or any similar
federal, state or local law.
5. Section C., EXCLUSIONS, subsection 4. is deleted in its entirety and replaced by the following:
4. for any actual or alleged violation of the responsibilities, obligations or duties imposed by the
Employee Retirement Income Security Act of 1974, the National Labor Relations Act, the Worker
Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of
1985, the Occupational Safety and Health Act, all as amended, or any rules or regulations
promulgated thereunder, or similar provisions of any common or statutory federal, state or local law;
provided, however, this exclusion does not apply to any such Claim, except a Wage and Hour Claim,
alleging violations of the Equal Pay Act or Retaliation;
6. Solely with respect to coverage provided by this endorsement, Section D., LIMIT OF LIABILITY AND
RETENTIONS, subsection 4. is deleted in its entirety and replaced with the following:
4. Payments of Loss by Insurer shall reduce the Limit(s) of Liability under this Coverage Section.
Costs, Charges and Expenses are part of, and not in addition to, the Limit(s) of Liability, and
payment of Costs, Charges and Expenses reduces the Limit(s) of Liability. If such Limit(s) of
Liability are exhausted by payment of Loss, the obligations of the Insurer under this Coverage
Section are completely fulfilled and extinguished.
7. Section F., SETTLEMENT AND DEFENSE, subsection 3. is deleted in its entirety.
8. Section G., OTHER INSURANCE, is amended by adding the following:
o For any Wage and Hour Claim, if any Loss covered under this Coverage Section is covered under
any other valid and collectable insurance, then this Policy shall be primary insurance.
9. Section H., ALLOCATION, is deleted in its entirety.
10. Item 3. of the Declarations relating to the Employment Practices Coverage Section is amended by adding the
following:
o Sub -limit of Liability $250,000 maximum aggregate Limit of Liability for all Loss as a result of all
Wage and Hour Claims.
provided, however, this sub -limit of liability shall be part of and not in addition to the Limit of
Liability identified in Item 3.1. of the Declarations relating to the Employment Practices
Coverage Section.
11. Item 3. of the Declarations relating to the Employment Practices Coverage Section, subsection 2., Retention,
is amended by adding the following:
c. $25,000 each Wage and Hour Claim
All other terms and conditions of this Policy remain unchanged.
U:nderwri en by .ScottsdaI Ind:e: rtnity Company
A Stock Insurance Company
POLICYHOLDER DISCLOSURE - FLORIDA
NOTICE OF TERRORISM INSURANCE COVERAGE
PREMIUM CHARGE FOR TERRORISM COVERAGE
TERRORISM RISK INSURANCE ACT
You are hereby notified that the Terrorism Risk Insurance Act of 2002, as amended pursuant to the Terrorism Risk Insurance
Program Reauthorization Act of 2019, effective January 1, 2021 (collectively referred to as "TRIA" or the "Act"), established a
program within the Department of the Treasury under which the federal government shares, with the insurance industry, the
risk of loss from future terrorist attacks. Under the Act, you have a right to purchase insurance coverage for losses arising out
of acts of terrorism. As defined in Section 102(1) of the Act: The term "certified acts of terrorism" means any act that is
certified by the Secretary of the Treasury -- in consultation with the Secretary of Homeland Security, and the Attorney General
of the United States -- to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or
infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air
carriers or vessels or the premises of a United States mission; to have been committed by an individual or individuals as part of
an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United
States government by coercion.
DISCLOSURE OF FEDERAL SHARE OF COMPENSATION
You should know that where coverage is provided by this policy for losses resulting from "certified acts of terrorism," such
losses may be partially reimbursed by the United States government under a formula established by federal law. However, your
policy may contain other exclusions which might affect your coverage, such as an exclusion for nuclear events. Under the
formula, the United States government generally reimburses eighty percent (80%) of covered terrorism losses that exceed the
statutorily established deductible paid by the insurance company providing the coverage. The premium charged for terrorism
coverage is provided below and does not include any charges for the portion of loss that may be covered by the federal
government under the Act.
CAP ON LOSSES FROM "CERTIFIED ACTS OF TERRORISM"
You should also know that the Terrorism Risk Insurance Act, as amended, contains a $100 billion cap that limits United States
government reimbursement as well as insurers' liability for losses resulting from "certified acts of terrorism" when the amount
of such losses in any one calendar year exceeds $100 billion. If the aggregate insured losses for all insurers exceed $100
billion, your coverage may be reduced.
CONDITIONAL TERRORISM COVERAGE
The Terrorism Risk Insurance Program Reauthorization Act of 2019 is scheduled to terminate at the end of December 31, 2027
unless renewed, extended or otherwise continued by the federal government. Should the Act terminate on December 31, 2027,
or be repealed, any terrorism coverage as defined by the Act provided in the policy will also terminate.
DISCLOSURE OF PREMIUM
In accordance with the Act, we are required to offer you coverage for losses resulting from an act of terrorism that is certified
under TRIA as an act of terrorism. The policy's other provisions will still apply to such an act. We are further required to provide
you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the
Terrorism Risk Insurance Act.
Your premium for certified terrorism coverage is $52.00 . This amount does not include any charges for the portion of losses
covered by the United States government under the Act.
If you choose to accept this offer, this form does not have to be returned.
You may choose to reject this offer by signing the statement below and returning to us. Your policy will be changed
to exclude the described coverage.
REJECTION OF COVERAGE FOR "CERTIFIED ACTS OF TERRORISM"
I hereby reject the purchase of certified terrorism coverage on behalf of the Policyholder/Applicant. I understand
that the policy will provide no coverage for losses resulting from "certified acts of terrorism," and an exclusion of
11
certain terrorism losses will be made part of this policy.
'(--(a36
i
Policyholder / Applicant's Signature*
Print Name*
Date*
Named Insured / Business Name
Policy Number, if available
*If rejected, signature required & completed form must be returned to E-Risk Services. Please contact your broker with any
questions.