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HomeMy WebLinkAboutCHARITABLE VENTURES OF ORANGE COUNTY, INC.INSURANCE NOT ON FILE A-2020-158-07 WORK MAY .NIT PROCEED CLERK OF COUNCIL DATEs AUG 1 3 2020 �. c Df4(GY�-n^''m) e.k . AGREEMENT BETWEEN THE CITY OF SANTA ANA AND l 1 Q CHARITABLE VENTURES OF ORANGE COUNTY, INC. FOR USE OF CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT (CARES ACT) FUNDS This Agreement is hereby made and entered into this 6th day of August, 2020, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and GhacitableWentures of OrangQ0,9unty, Inc., a California 501(c)(3) non-profit corporation ("SUBRECIPIENT"). RECITALS: A. On March 27, 2020, a special allocation of funds was authorized by the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), Public Law 116-136, Section 601(a) of the Social Security Act, to prevent, prepare for, and respond to the coronavirus ("COVID-19") pandemic. B. On August 4, 2020, the Santa Ana City Council authorized the City Manager to utilize_GARES Act fun ng kUajjgus.progranms in response to the-CO,VID-19 pandemic, including,the COVID-19 Arts Relief Program, which is aimed at assisting individual artists, arts -related_ micro -businesses, and arts - related non-profit organizations within the CITY that have been affected by COVID-19. C. SUBRECIPIENT has been selected by the CITY to receive CARES Act Funds in order to administer the-GftrY's-CF(QU'IA-I9 Arts Relief Program, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet the CARES Act's objectives to respond to this historic COVID-19 public health crisis. D. SUBRECIPIENT agrees that it will adhere to the eligibility requirements, required documentation, and project expectations as indicated in Exhibit A for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. E. SUBRECIPIENT agrees to administer said program in accordance with the Project Schedule attached hereto as Exhibit C and incorporated herein by reference. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: I. CARES ACT PROGRAM PROVISIONS A. Scope of Work. SUBRECIPIENT shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the size of the grant, the eligibility requirements, the eligible expense for said program, the disbursement of funds, and the project expectations as described in the Scope of Work attached hereto as Exhibit A. SUBRECIPIENT's failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term of Agreement. The term of said Agreement shall commence on the date first written above and continue through D.t%mber 30, 20204"Term"), unless terminated earlier pursuant to the terms of this Agreement. SUBRECIPIENT shall administer said program during said Term pursuant to the Project Schedule attached hereto as Exhibit C. This Agreement shall also cover any and all services provided by the SUBRECIPIENT to the CITY since the date the CARES Act Funds were awarded to the CITY. Additionally, the Term of this Agreement may be extended by a writing executed by the City Manager, or her designee, and the City Attorney. C. Amount of Grant Finding.. The total amount of funds provided for said program shall not exceed Five -Hundred Thousand Dollars ($500,000.00) ("CARES Act Funds") during the Term of the Agreement. SUBRECIPIENT agrees to administer said program as outlined in Exhibit A, and within the terms of this Agreement, and to use said CARES Act Funds to administer said program pursuant to the regulations in Exhibit B. (1) Funds for COVID-19 Arts Relief Program. SUBRECIPIENT will be disbursed funds up to an amount not to exceed Four -Hundred and Eighty: Thousand: Dollars,($480 000.00) to be used solely for grants to eligible participants in said program in accordance with Exhibit A. (2) Administrative Funds. CITY shall make administrative fee payment(s) to SUBRECIPIENT for administering said program in an amount not to exceed Twenty Thousand Dollars ($20,000.00), pursuant to the terms detailed in Exhibit B. D. Disbursement of Funds. Said CARES Act Funds shall be disbursed by CITY to SUBRECIPIENT pursuant to the terms found in the Compensation/Payment attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for CARES Act Funds, or return the entire request to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. (1) Reduction in CARES Act Funding. The CITY reserves the right to reduce the amount of CARES Act Funds to SUBRECIPIENT, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in CARES Act Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program term. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. (3) Reversion of Assets. SUBRECIPIENT agrees that any and all funds received under this Agreement shall be disbursed during the Term of this Agreement, and that any and all funds remaining as of the end of the Term, which have not been disbursed, shall be returned by SUBRECIPIENT to the CITY within thirty (30) days of the expiration or earlier termination of the Agreement. No expense of SUBRECIPIENT will be reimbursed by CITY if incurred after the end of the Term of the Agreement. 2 E. Grant Program Requirements. (1) SUBRECIPIENT acknowledges that the source of funding for said program is the federal CARES Act Fund, and that payments from the CARES Act Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. (2) SUBRECIPIENT acknowledges that CARES Act Fund provisions allow the use of CARES Act Funds for expenses associated with the provision of economic support in connection with the COVID-19 public health emergency, such as expenditures related to the provision of grants from local government to reimburse the costs of business interruption caused by required closures, and will not use these funds for any other uses (3) SUBRECIPIENT shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. (4) SUBRECIPIENT shall utilize the template agreement attached hereto as Exhibit D and incorporated herein by reference, as approved by the CITY, when issuing grants to participants for said programs under this Agreement. F. Performance Monitoring. (1) SUBRECIPIENT shall submit program performance monthly reports and a final report to CITY with the information and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate SUBRECIPIENT's management and operation of said program on factors, including but not limited to grant volume, disbursed funds, management, reporting and strategic results with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the SUBRECIPIENT to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the SUBRECIPIENT within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CITY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. SUBRECIPIENT shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine SUBRECIPIENT's conformity with the terms of this Agreement. If any services performed by SUBRECIPIENT are not in conformance with the terms of this Agreement, the CITY shall have the right to require SUBRECIPIENT to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge SUBRECIPIENT for any costs incurred by the CITY because of SUBRECIPIENT's failure to perform. (6) SUBRECIPIENT shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate SUBRECIPIENT's performance under this Agreement at any time, upon reasonable notice to SUBRECIPIENT. G. Audit. (1) SUBRECIPIENT shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to the CARES Act regulations. (2) The books and accounts, files, and other records of SUBRECIPIENT, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY to determine the proper application and use of all CARES Act Funds provided to or for the account or benefit of SUBRECIPIENT. (3) SUBRECIPIENT assumes responsibility for reimbursement to CITY a sum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to SUBRECIPIENT for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) SUBRECIPIENT agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. SUBRECIPIENT further agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, SUBRECIPIENT shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the CARES Act Funds of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to: (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above - referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained H. Ownership/Use of Materials. SUBREC[PIENT agrees that all materials, reports or products in any form, including electronic, created by SUBRECIPIENT for which SUBRECIPIENT has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. SUBRECIPIENT agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); and, (3) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. II. SUBRECIPIENT'S OBLIGATIONS A. Representations and Warranties. (1) Authority. SUBRECIPIENT is a duly organized and existing 501(c)(3) non-profit corporation in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (2) Experience. SUBRECIPIENT is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; (ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (4) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (5) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in SUBRECIPIENT's management proposal submitted to CITY, including any exhibits, are hue and correct in all material respects. (8) No Pending Investigation. SUBRECIPIENT has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensina. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant finding hereunder. D. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for CARES Act Funds; provided however, the SUBRECIPIENT must be able to account for receipt, obligation, distribution and expenditure of CARES Act Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. F. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to the CARES Act, as amended, and that distribution and expenditure of these CARES Act Funds shall be in accordance with the CARES Act and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by SUBRECIPIENT shall be returned to CITY, unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit F "Debarment", which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. I. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby CARES Act Funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify distribution or expenditure of the CARES Act Funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. SUBRECIPIENT shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the CARES Act Funds under this Agreement. L. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use CARES Act Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbyin¢. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in Exhibit G, attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be 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 a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit G). N. Financial Interest. SUBRECIPIENT agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. O. Labor Standards. The SUBRECIPIENT agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work flours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The SUBRECIPIENT agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part S. The SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. P. Equal Employment Opportunities. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by CARES Act Funds shall provide equal employment opportunities for minorities and women. Q. Women- and Minority -Owned Businesses (WIMBE). SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200,321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish - heritage Americans, Asian -Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. Drug Free Workplace, SUBRECIPIENT agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit H attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CPR 200.318-326. III, CITY'S OBLIGATIONS A. Audit of Account. CTFY shall include an audit of the account maintained by SUBRECIPIENT in CITY's audit of all CARES Act Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations: CITY shall monitor the performance of SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections that it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. IV. GENERAL PROVISIONS A. Non -Discrimination 1. SUBRECIPIENT agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. 2. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. 5. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. B. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any CARES Act Funds granted to the CITY, inclusive of the subject CARES Act Funds, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with CARES Act Funds, in accordance with 24 CFR 570.2000): 1. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, CARES Act Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the CARES Act expenditure for rendering the services under said program. D. Prohibition of Nepotism. SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father- in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. 10 E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Charitable Ventures of Orange County, Inc. Anne Olin President & CEO 1505 E. 17°i Street, Suite 101 Santa Ana, CA 92705 F. Assignability. None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. G. Indemnification/Hold Harmless. SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. H. Insurance. 1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self- insurance and CITY. Governmental entities may provide proof of self-insurance. (a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. (b) SUBRECIPIENT shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the 11 CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring prior to the expiration of this Agreement 2. Automobile Liability Coverage. SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non -owned automobiles used by SUBRECIPIENT employees or participants in performance of this Agreement, or, in the event that SUBRECIPIENT will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, SUBRECIPIENT shall secure and maintain on file from all such employees, participants, or agents as self -certification of automobile insurance coverage. Governmental entities may provide proof of self-insurance. 3. Workers' Compensation. If SUBRECIPIENT is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., SUBRECIPIENT shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. 4. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. SUBRECIPIENT understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of CARES Act Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 3. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective 12 date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non-performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibit A or failure to meet the project expectations set forth in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the CARES Act program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(t) through I(6), inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. J. Limitation of Funds. The United States of America, may in the future place programmatic or fiscal limitations on the use of CARES Act funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting CARES Act program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of SUBRECIPIENT's authority to disburse funds, or may restrict SUBRECIPIENT's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with CARES Act Funds withdrawal guidelines. K. Exclusivity and Amendment of A reement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CARES Act funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to SUBRECIPIIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. L. Laws Governing this Agreement, This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be 13 effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. O. Federal Award Identification Information. SUBRECIPIENT's pertinent Federal Award Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for the CARES Act Coronavirus Relief Programs, are included in Exhibit E attached hereto and incorporated herein by this reference. P. Miscellaneous Provisions. 1. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CifY filly, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures on fallowing page} 14 A-2020-158-07 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. k /' • APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: RYAN O. HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency 15 CITY OF SANTA ANA KIRISTINE RTDGE City Manager SUBRECIPIENT: NL- Anne Olin President and CEO Tax ID:20-8756660 DUNS #: 022084889 EXHIBIT A SCOPE OF WORK City of Santa Ana COVID-19 Arts Relief Program AUGUST 7, 2020 - DECEMBER 30, 2020 The COVID-19 Arts Relief Program is aimed at assisting individual artists, arts -related micro - businesses, and arts -related non-profit organizations within the City of Santa Ana that have been affected by COVID-19. The funding, which is part of the CARES Act Coronavirus Relief Funds bill, will aid those individuals, businesses, and organizations that need assistance in surviving and recovering through this pandemic, in the form of grants. CONTRACTOR shall develop, implement and administer the City of Santa Ana COVID-19 Arts Relief Program pursuant to this scope of work and the terms of this agreement. I. Size of the Brant: The grant size for the COVID-19 Relief Program will be based on demonstrated need and allocated as follows: • up to $50,000 per applicant for arts -related non-profit organizations • up to $2,000 per applicant for arts -related micro -businesses, defined as having five or fewer employees • up to $1,000 per applicant for individual artists Funding is meant to be used to support the survival and recovery of these entities within the city. Businesses and organizations must be able to show proof of need and of how the funds were spent. Individual artists must show proof of need. Awards will not be split into multiple checks. II. Business, non-profit, and individuals must have been affected by COVID-19: The business or non-profit applicant must prove that their business has been affected by COVID-19 in one of the following ways: • Sales/revenues from the business or non-profit are down 25% or more compared to the previous three months (Prior to March 1, 2020) • The business or non-profit has had to lay off at least one of its employees (full or part time) • The business or non-profit was forced to shut down by the state or local government The individual artist applicant must prove that they have been affected by COVID-19 in one of the following ways: 16 • Experienced a loss of income due to COVID-19 because of: cancelled or terminated performances, exhibitions, program, classes, events, residencies, and/or contracts; organizational closures; or loss of non -arts supplemental income or job III. Eligibility Requirements: Businesses and non -profits must meet the following eligibility requirements: • Must be a arts -related non-profit organization* or arts -related micro -business (5 employees or fewer)* • Business or non-profit must be an arts & culture organization whose primary mission is artistic in nature. Such organizations include but are not limited to museums, performing arts centers or presenters, orchestras, choral organizations, theatres, dance companies, literary arts centers, heritage sites, cinema & media arts organizations, arts education organizations, arts therapy organizations, and art festivals • Business and non-profit must meet the United States Small Business Administration definition of a small business concern, along with the size standards for a micro - business • Main place of business or non-profit must be within the City of Santa Ana • Home -based micro -businesses or non -profits are eligible for grant funding and must have a current Santa Ana business license • Business or non-profit must provide proof of operations for the past 12 months in the City of Santa Ana. Micro -businesses must provide a current business license from the city • Businesses and non -profits who received prior Federal and state disaster funding are eligible; however, funding must be used on alternative eligible expenses Individual artists must meet the following eligibility requirements: • Must work professionally or vocationally in the arts. Artists will have been an active participant in the arts community (those whose life's work is the arts, regardless of the income derived from work in the arts) • Independent contractors and artists are eligible, including but not limited to working artists, teaching artists, actors, choreographers, costumers, craftspeople, curators, dancers, designers, directors, exhibit preparators, musicians, stage technicians, writers, and others employed in arts & culture professions • Must be a resident of the City of Santa Ana who is 21 years of age or older. Evidence of primary residence in Santa Ana must be provided • Individuals who received prior Federal and state disaster funding are eligible; however, funding must be used on alternative eligible expenses * In order to qualify, business or non-profit must be eligible to receive federal funding. IV. Eligible Expenses for COVID-19 Arts Relief Program: Businesses and non -profits can use the funding on the following eligible expenses: 17 • Rent • Payroll (may not be used to meet the same Payrolls you are paying for from funds you received from the Paycheck Protection Program, but may be used to meet Payroll after you have already depleted your Payroll Protection Program funds) • Utilities • Insurance • Accounts payable • Personal Protective Equipment (PPE) • Inventory V. Disbursement of Funds: Individual, business, and non-profit awardees will receive the approved funding in one disbursement and after submitting required documents. VI. Required Documents to Oualifv for Grant Award: • Grant Agreement/Application Affidavit • Two Bank Statements: April 2019 monthly bank statement and April 2020 monthly bank statement • Two Employee Lists (for businesses and non -profits): One from February 29, 2020 and one from April 30, 2020 • Statement describing grant fund use • W-9 form • CONTRACTOR may request additional information as they see fit to determine eligibility VII. Project Expectations: The CONTRACTOR will implement a rapid deployment of arts relief grant program to address the challenges faced by arts -related entities located in the CITY. The CONTRACTOR will: Work with the CITY and arts support organizations to promote and market the program so that as many individual artists, arts -related micro -business owners, and arts -related non-profit organizations as possible throughout the CITY know about the program and are able to apply. 2. Launch a rapid deployment application (English) process through the existing OC Arts & Culture Resilience Fund, a relief fund housed at Charitable Ventures, for the grant program and a public link which will direct to an on-line application on both the CONTRACTOR'S web site as well as the CITY'S web site. The landing page for the application will describe the program and invite eligible applicants to apply. All application responses will be securely stored in a repository for all program documents, and available for CITY staff to view at any time. 18 3. CONTRACTOR will translate application from English into Spanish and Vietnamese. 3. CONTRACTOR will open a dedicated Treasury Management account with CONTRACTOR's preferred banking institution for the benefit of the CITY, which will hold grant funds for deployment and from which grants to approved applicants will be disbursed. If any interest, dividends, income, capital gains, and any other amounts earned or derived therefrom, must be returned to the CITY. 4. Once grant inquiry applications are received, CONTRACTOR will determine the initial eligibility status of the individual, business, or non-profit based on criteria set by the CITY. 5. Ineligible individual, business, or non-profit grant applications will be notified of ineligible status. 6. Individuals, businesses, and non -profits deemed eligible from the initial screening may need to provide additional documentation to ensure all criteria is met by those entities. 7. CONTRACTOR will evaluate the documentation provided by the individual, business, or non-profit and approve or decline the application based on information provided by the applicant and the criteria established for the program by the CITY. 8. Both declined and approved applicants with completed applications will be notified within 5 business days of the funding decision. 9. Approved applications will be remotely closed using CONTRACTOR's automated grant disbursement system. Documentation will include obtaining signed copies of the Arts Relief Grant Recipient Agreement (Attachment D) and W-9 form. 10. Approved applicants will have their grant funding disbursed through Electronic Fund Transfer (EFT) or check payment. The CITY's Preferred distribution is through EFT. 11. CONTRACTOR will provide all necessary reports and documentation, including a wrap-up report at the end of the grant period. 19 EXHIBIT B COMPENSATION/PAYMENT City of Santa Ana COVID-19 Arts Relief Program Schedule AUGUST 7, 2020 - DECEMBER 30, 2020 I. Compensation: This is a cost reimbursement service CONTRACT between the CITY and the CONTRACTOR for Arts Relief Program as set forth in Attachment A — Scope of Work. The total CONTRACT amount shall not exceed $500,000.00. The CONTRACTOR agrees to accept the specified compensation as set forth in this CONTRACT as full remuneration for performing all services and furnishing all staffing labor, insurance requirements and taxes required, for any reasonable unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the CONTRACTOR of all its duties and obligations hereunder. The CONTRACTOR shall only be compensated as set forth hereinbelow for work performed in accordance with Attachment A - Scope of Work. CONTRACTOR will act a pass through to distribute funds. Full allocation of $480,000 shall be awarded to individuals, small businesses, and non -profits. II. Upon the effective date of this CONTRACT, CITY shall make payments to CONTRACTOR in accordance with the following payment schedule: A. Grant Award — Payment: The CITY will issue payments according to the following payment schedule: a. After commencement of program, CONTRACTOR will identify eligible individuals, businesses, or non -profits for grant award. CONTRACTOR will ensure all applicants can provide necessary documentation for award. b. CONTRACTOR will then submit a memo/email to the CITY documenting the awardees, their organizations and the grant award amount. The CITY will approve the grant award list and send confirmation to the CONTRACTOR. c. Upon receipt of CITY confirmation, CONTRACTOR will send CITY an invoice for those grant awards. d. CITY will approve invoice and wire the award amount to CONTRACTOR for distribution to the awardees within one (1) business day e. Upon distribution to grants, CONTRACTOR will provide CITY with documentation indicating that the grants were processed through Electronic Fund Payment (EFT) or check payment. B. Administrative Fees — Payment: The CITY will issue a payment to CONTRACTOR at the completion of each grant distribution in an amount not to exceed $20,000. If all 20 grant funds have been dispersed, CONTRACTOR will submit invoice for the total amount. If a portion of the grant awards have been dispersed, CONTRACTOR will invoice for partial amount of $10,000 and continue to administer grant program until all grant awards have been dispersed. Upon completion, CONTRACTOR will submit final invoice to CITY for payment. Payments made by the CITY shall not preclude the right of the CITY from thereafter disputing any services involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the services. III. Tax Ill Number: The CONTRACTOR shall include its taxpayer ID number on the one invoice submitted to the CITY for payment to ensure compliance with IRS requirements and to expedite payment processing. IV. Billing Instructions: The CONTRACTOR will provide two invoices on the CONTRACTOR'S letterhead for services rendered. Each invoice will have a number and will include the following information: I. CONTRACTOR'S name and address 2. CONTRACTOR'S remittance address, if different from 1, above 3. Name of CITY agency/department codes (to be provided by CITY upon execution of CONTRACT) 4. Agency/department address 5. CONTRACT Number MA-012-20OXXXXX 6. Federal Tax I.D. Number 7. Date of service 8. Service Description 9. Total Billing Address: All invoices shall be billed to: City of Santa Ana Attn: Accounts Payable 20 Civic Center Plaza, M-17 Santa Ana, CA 92701. V. Payment Option - Electronic Funds Transfer The CITY offers CONTRACTORS the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to the CITY via an EFT Authorization Form. CITY will provide necessary documentation for EFT processing. 21 EXHIBIT C PROJECT SCHEDULE City of Santa Ana COVID-19 Arts Relief Program Schedule AUGUST 26, 2020 - DECEMBER 30, 2020 Agqyjtj Date Create E-Flyer Before 8/17/2020 Create Press Release Before 8/17/2020 Create Application Before 8/17/2020 Prepare multilingual translated versions Before 8/26/2020 Build website for program NA — already exists Application portal open 8/17/2020 Application deadline 9/16/2020 Review eligible applications 9/17—10/1/2020 Selection of awardees 10/1/2020 Prepare media release 10/1/2020 Grant checks begin to be disbursed to awardees By 10/15/2020 Final report of program budget and narrative 11/15/2020 Final audit of program 12/15/2020 22 EXHIBIT D CARES ACT ECONOMIC SUPPORT PROGRAM AGREEMENT TEMPLATE CARES ACT ECONOMIC SUPPORT PROGRAM AGREEMENT TEMPLATE "AGREEMENT NO. [XXXXX] CITY OF SANTA ANA ARTS RELIEF FUND CARES ACT ECONOMIC SUPPORT PROGRAM [BUSINESS NAME] This CARES ACT ECONOMIC SUPPORT PROGRAM AGREEMENT ("Agreement") is between CHARITABLE VENTURES, a California non-profit and [Business Name], a small business licensed to operate in the city of Santa Ana ('Business"), CHARITABLE VENTURES and/or Business, sometimes individually referred to as "Party" or collectively referred to as "Parties". 1. Overview A. Purpose: The City of Santa Ana ARTS RELIEF FUND CARES Act Economic Support Program ("Grant Program") provides financial assistance to City -based arts -related micro -businesses, arts -related non- profit organizations, and individual artists impacted by the COVID-19 pandemic. B. Program Funding_ The City of Santa Ana has agreed, subject to appropriation, and pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act signed into law by President Trump on March 27, 2020 to utilize funds received through the CARES Act Coronavirus Relief Fund to assist small businesses in the City. C. Grant Amount: Pursuant to this Agreement, the City, through CHARITABLE VENTURES, will disburse $480,000 to City -based arts - related micro -businesses, arts -related non-profit organizations, and individual artists ("Grant"). D. Grant Use: The Grant must be used for employee salary and benefits and other business capital and operating expenses directly related to the immediate impacts of COVID-19 as identified in the application submitted by Business. No other use of funds is allowed by the Business. Business may not use any Grant funds as compensation to CHARITABLE VENTURES for any services relating to the Grant. 23 E. Grant Disbursement: CHARITABLE VENTURES will disburse the Grant to the Business within 10 business days after all of the following have been completed: 1) all Parties have signed this Agreement, 2) the Business has submitted the required application, financial, and disbursement forms, hereby attached as part of this agreement. F. Grant Term: This Agreement will take effect on the Execution Date and terminate on December 30, 2020 ("Grant Term"). G. CHARITABLE VENTURES Liaison: The Business will be assigned an individual at CHARITABLE VENTURES who will serve as a primary point of contact for questions and will connect the Business to resources during the Grant Term. H. Final Report: (i) By October 31, 2020 ("Reporting Deadline"), the Business must provide the CITY with a Final Report on the operational status of the Business, the number of current employees and an accounting of the use of the Grant as of October 31, 2020. will provide an online reporting template by November 1, 2020. The Business must either complete the online template, send via email, or mail a paper copy of the completed template to the following address by the Reporting Deadline: City of Santa Ana Economic Development Division 20 Civic Center Plaza, M-25 Santa Ana, CA 92702 Attn: Marc Morley (ii) As an attachment to the Final Report, the Business must provide documentation of its reported Grant use, such as expense receipts and payroll filings for the periods covering the Effective Date through December 30, 2020. I. Repayment of Grant Funds: (i) If the Business does not use the Grant as required by Section 1(d), then the Business must repay the grant award back to the City by January 31, 2021. (ii) If the Business ceases operations before the end of the Grant Term, the Business must notify the CHARITABLE VENTURES Liaison immediately and must complete the Final Report and repay any unused portion of the Grant to the City within 30 days 24 of business closure but no later than December 30, 2020. (iii) If the business has received, or receives after time of application, other relief funding to cover duplicate operating expenses Business must repay the grant amount to the City by January 31, 2021. 2. General Provisions A. Notices, Demands, and Communications between the Parties: Formal notices, demands, and communications between the Parties shall be given by (i) personal service; (ii) reputable document delivery service, such as Federal Express, with a receipt showing date and time of delivery; or (iii) certified or first-class United States mail, postage prepaid, with a receipt showing date and time ofdelivery to the County: Mail: CHARITABLE VENTURES 1505 E. 171h Street, Suite 101 Santa Ana, Ca 92705 Attn: Anne Olin, President & CEO Written notices, demands, and communications shall be sent in the same manner to other addresses that any Party designates in writing. B. Entire Agreement: Amendments: This Agreement constitutes the entire agreement among the Parties as to the Grant and may not be amended or modified, except in writing signed by each of the Parties. The Business may not assign or transfer its rights and interests in this Agreement to any other person, business or entity. C. No Third -Party Beneficiaries: This Agreement is not intended to create any rights or benefits for a person or entity who is not a Party, whether as a third -party beneficiary or otherwise. D. Governing Laws: Venue: This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Orange, California, and the Parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in anyway, 25 E. Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the other provisions will remain in force to the extent practicable and taking into consideration the purposes of this Agreement. F. Interpretation: The terms of this Agreement shall be construed in accordance with the meaning of the language used and not for or against any Party by reason of the authorship or any other rule of construction that might otherwise apply. The Section headings are for purposes of convenience only and shall not be construed to limit or extend the meaning of this Agreement. G. Attorney's Fees: Each Party shall pay its own attorney's fees. H. Business Day Convention: If the date of any required action falls upon a weekend day or a holiday when the County is not open for business, the required action may be deferred to the next business day. I. Force Majeure: No Party will be held responsible for failing perform its responsibilities under this Agreement if the failure results from any act of nature or other cause that is beyond the reasonable control of the Party and that makes performance impossible or illegal. J. Confidentiality: Unless otherwise required by applicable law or regulation, CHARITABLE VENTURES will use best efforts to keep all reports and other information submitted by the Business confidential and will not make such information available publicly or as part of any Freedom of Information Act request, except that the City (a) will include a list of all businesses that received Grants and the individual Grant amounts (b) may report to the City Council the Business's reported information concerning the operational status of the Business and aggregate data on jobs, tax and revenue data of all businesses that received Grants. The County will destroy records that the Business submits to the City pursuant to this Agreement five years from December 30, 2020. K. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall be one and the same instrument. A facsimile, PDF copy or other electronic signature (e.g., DocuSign) of this Agreement, when signed in compliance with this Section, is an enforceable, original agreement for all purposes. L. Non -Discrimination: The Business will not discriminate against any individual with regard to employment or participation or in any other manner for reasons of race, color, religion, gender or gender identification, sexual identity, pregnancy, childbirth or related medical conditions, national 26 origin, age, marital status, disability or any other characteristic that is protected by local, state or federal law. SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates shown opposite their respective signatures below. [Business Name] [Contact], [Title] CHARITABLE VENTURES M. Anne Olin, President & CEO 27 Date: Dated: EXHIBIT E FEDERAL AWARD IDENTIFICATION INFORMATION The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide CARES Act Coronavirus Relief Programs identified in this attachment. I. GOVERNANCE The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") Section 5001 under the Social Security Act Section 601(a). Where local policy has not been set, The CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate. II. GOVERNANCE REFERENCES A. Additional state and federal agencies that provide funding to the County of Orange/OC Community Resources may be incorporated herein. B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the CARES Act Coronavirus Relief Funds. C. Actions, directives, and policy and procedures issued by the County of OC Community Resources. D. COUNTY policies, as applicable. In accordance with the requirements of 2 CFR 200.330 (Subrecipient and CONTRACTOR determination) and for the purpose of this CONTRACT, CHARITABLE VENTURES is determined to be a CONTRACTOR. 28 IV. FEDERAL AWARD IDENTIFICATION FAIN INFORMATION A. CONTRACTOR Name: Charitable Ventures CONTRACTOR'S Unique B. Identifier(D-U-N-S): 02-208-4889 C. Federal Award Identification See Table in F Number (FAIN): D. Federal Award Date: See Table in F E. Subaward Period of Performance: June 24, 2020 — December 30, 2020 F Total Amount of Federal Funds $500,000 Obligated by the Action: CFDA FAIN Award Date Formula Funds Amount TBD TBD 03/27/2020 Department of Treasury 500,000.00 TOTAL: $500,000.00 G. Total Amount of Federal Funds N/A Obligated to the CONTRACTOR: H. Total Amount of the Federal N/A Award: I Federal Award Project CARES Act Coronavirus Relief Fund for State Territorial Local and Description: Tribal Governments J. Federal Awarding Agency: U.S. Department of the Treasury K. Name of PTE: State of California L Contact Information for the Dylan Wright, Executive Director Awarding Official: Phone Number: (714) 480-2798 E-mail Address: Dylan.Wrightna.occr.oceov.com M. CFDA Number: See Table in F CFDA Name: CARES Act Coronavirus Relief Fund for State Territorial Local and Tribal Governments N. Whether Award is R&D: No O Indirect Cost Rate for the Federal N/A Award: 29 EXHIBIT F DEBARMENT Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Anne Olin, President & CEO Name and Title of Authorized Representative p_oa A& ..,3 n Aug 12, 2020 Signature Date 30 INSTRUCTIONS FOR CERTIFICATION By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms 'covered transaction," "debarred," "suspended," "ineligible," 'lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non -Procurement Programs. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 31 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction luiowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. 32 EXHIBIT G LOBBYING 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 any 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 cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be 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) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 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 prerequisite 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. Charitable Ventures oC Rrts& Culture Resilience Fund Grantee/Contactor Organization Anne Olin .e„A�� .,.1.1.1o11 Program Title Aug 12, 2020 Name of Certifying Officer Signature Date 33 SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. 34 EXHIBIT H DRUG -FREE WORKPLACE Certification Regarding Drug -Free Workplace Requirements The certification set out below is a material representation of fact upon which reliance was placed when the City determined to award the contract. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the City, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. 35 (e) Notifying the City within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the City immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Charitable Ventures Organization —A� Aug 12, 2020 i ainNwu.rvxnuuxvon Authorized Signature Date 36 CARES Act Agreement - Charitable Ventures Arts Relief Final Audit Report 2020-08-12 Created: 2020-08-12 By: Kristin Andrade (kandmde@mnta-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAxYsaS_xwBhUd3s5YLEWSwRlk0wDMV13- "CARES Act Agreement - Charitable Ventures Arts Relief' Histor Y Document created by Kristin Andrade (kandrade@santa-ana.org) 2020-08-12 - 8:47:43 PM GMT- IP address: 98.153.69.210 L'4 Document emailed to Ryan Hodge (rhodge@santa-ana.org) for signature 2020-08-12 - 8:50:07 PM GMT Email viewed by Ryan Hodge (rhodge@santa-ana.org) 2020-08-12 - 9:07:50 PM GMT- IP address: 70.224.64.65 d© Document e-signed by Ryan Hodge (rhodge@santa-ana.org) Signature Date: 2020-08-12 - 9:09:29 PM GMT -Time Source: server- IP address: 70.224.64.65 L'4 Document emailed to Anne Olin (anne.olin@charitableventuresoc.org) for signature 2020-08-12 - 9:09:32 PM GMT ii Email viewed by Anne Olin (anne.olin@charitableventuresoc.org) 2020-08-12 - 9:10:33 PM GMT- IP address: 216.177.68.254 d© Document e-signed by Anne Olin (anne.olin@charitableventuresoc.org) Signature Date: 2020-08-12 - 9:13:01 PM GMT - Time Source: server- IP address: 216.177.68.254 P4 Document emailed to Steven Mendoza (smendoza@santa-ana.org) for signature 2020-08-12 - 9:13:03 PM GMT Email viewed by Steven Mendoza (smendoza@santa-ana.org) 2020-08-12 - 9:13:17 PM GMT- IP address: 98.153.69,210 6o Document e-signed by Steven Mendoza (smendoza@santa-ana.org) Signature Date: 2020-08-12 - 9:13:47 PM GMT - Time Source: server- IP address: 98.153.69.210 Q Adobe Sign Signed document emailed to Ryan Hodge (rhodge@santa-ana.org), Anne Olin (anne.olin@charitableventuresoc.org), Kristin Andrade (kandrade@santa-ana.org), and Steven Mendoza (sm end oza@santa-a n a. org) 2020-03-12 - 9:13:47 PM GMT 0 Adobe Sign Francine R. Digits l ly signed by Francine F. Villareal Villareal Date: 2020.08.14165653 o7aa ACORO CERTIFICATE OF LIABILITY INSURANCE DAM(MMIDDIYYYY) 1 `/ 08/142020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S(, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certHieate holder Is an ADDITIONAL INSURED, the poilcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, subject to the farms and conditions of the policy, certain policies may require an endorsement. A statement on this ceri ificato does not confer rights to the certificate holder In lieu of such endorsemen e . PRODUCER Dickerson Insurance Services an Alera Group Company 1918 Riverside Drive, Los Angeles, CA 9GD39 License #OM29112 AMMTe T N Nora Wolkoff =01C 323-805-2918 FAAIX EDOAa Nom@dickerson-group.com INSURE s AFFORDING COVERAGE NNC■ INSUFERA: Philadelphia Indemnity Insurance Company 18058 INSURED Charitable Ventures of Orange County INSURERS: Service American Indemnity Company 39152 INSURER C: 4041 MacArthur Blvd Ste 510 INSURER D: Newport Beach, CA 92660-2503 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: RPVISInN NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTP TYPE OFINSURANCE e11BB POLICY NUMBER MNCY EFF FMNp ENP lJMlrs COMMERCIALGENERALUABaM CLUMSMADE ®OCCUR Saxual l Physical Abuse EACH OCCURRENCE f 1.000,000 PREMISESIE..mal S 100,000 NED EXP (My am Piman f 5.000 I PERSONAL a AOV INJURY f 1,000,000 A Y PHPK2137435 071152020 07/152021 GENL AGGREGATE UNIT APPLIES PER: POLICY JEcT LOC GENERAL AGGREGATE E 2,000,000 PRODUCTS AGG f 2,000,000 OTHER: S I PA AGGREGATE s 300,000 AUTOMOBILELIABILRY ANY AUTO COMBINED INEEO IN LIMIT S 1,000,000 BODILY INJURY (Par pemon) S A OWNED SCHEDULED AUTOS ONLY AUTOS HIRED ON BONED AUTOS ONLY NNON-OWN Y PHPK2137435 07/152020 07/15/2021 BODILY INJURY (Par ao l ) s PROPERTY DAMAGE f S UMBRELLA LIAR OCCUR EACHOCCURRENCE f 4.000,000 A ExMCESSLIAB c�NMSMADE Y PHUB723821 07115/2020 07/IM021 AGGREGATE S 4,000,000 OED IX I RETENTIONS 10,000 E B WORKERS COMPENSATION ANDEMPLOYERS'UABIUTY YIN ANYPROPRIETORIPARTNER/IXECUnVE OFFICERIMEMBER EXCLUDED? �Y (Manda"M NH) IlryeoA l` w�s under DESCRIPTION OF OPERATICNS Oalow NIA SATIS0326700 07/15/2020 071152021 PER OTH. STATUTE ER E.L. EACH ACCIDENT f 1,000,000 E.L. DISEASE - EA EMPLOYEE f 1.000,000 E.L.DISEASE-POLICY LIMIT f 1,000.000 A Property/ Equipment Coverage PHPK2137435 071152020 07/152021 Limit of Insurance $127,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addieanal Remarim Sehol may M analit a i ifmom span Is mqulmd) CITY —its offlcers. employees, agents, volunteers, and representatives are InClUded as Additional Insureds with respect to the operations of the named Insured subject to policy terms and conditions. City of Santa Ana Risk Management Division. 4th Floor 20 Civic Center Plaza Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. NORA WOLKOFF ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Risk Mwvgement Division i REVIEWED6 APPROVED BY: �! Risk Management Anatyst ADDITIONAL INSURED ENDORSEMENT Insurance Company Philadelphia Indemnity Insurance Company This endorsement modifies such insurance as is offered by the provisions of Policy Number: PHPK2137435 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; it officers, employees, agents and representative are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature. is required to make this endorsement effective.) Effective 07/15/2020 , this endorsement form part of Policy #PHPK2137435 Issued to (Name Charitable Ventures of Orange County Insured) Countersignedby edtig j'knuel"