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HomeMy WebLinkAboutBOWERS MUSEUM CORPORATION DBA THE BOWERS MUSEUMA-2020-181-01 �P �O`AGREEMENT-BETWEEN THE CITY OF SANTA ANA AND CHARLES W. BOWERS MUSEUM CORPORATION FOR THE SANTA ANA CARES MUSEUM ECONOMIC STABILIZATION GRANT PROGRAM OTDA V'SJIViwA{CA-Irq.reT)f4 This Agreement is hereby made and entered into this 4' day of December, 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 Charles W: Bowers Museum Corporation dba The Bowers Museum, a California 501(c)(3) non-profit corporation ("GRANTEE"). sometimes individually referred to as "Party" or collectively referred to as "Parties". 1. Overview A. Purpose: The City of Santa Ana CARES Museum Economic Stabilization Grant Program ("Grant Program") provides financial assistance to non-profit museums within the City of Santa Ana that have been negatively impacted by the COVID-19 pandemic. B. Program Funding: The CITY has agreed, subject to appropriation, and pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act signed into law on March 27, 2020, to utilize funds received through the CARES Act Coronavirus Relief Fund to assist non-profit museums in the CITY. C. Grant Amount: Pursuant to this Agreement, the CITY will disburse a onetime payment of $268,000 to GRANTEE ("Grant") upon execution of this Agreement by all parties. The CITY reserves the right to reduce the amount of CARES Act Funds to GRANTEE, 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. D. Grant Use: The Grant must be used in accordance with the program guidelines as set forth in Exhibit A attached hereto, for allowable expenses incurred between April 1, 2020 and December 30, 2020, directly related to the immediate impacts of COVID-19, and as identified in the application attached hereto as Exhibit B, and the budget attached hereto as Exhibit C. No other use of funds is allowed by the GRANTEE without written approval by the CITY. Budget modifications are allowed with prior written approval by the CITY. E. Grant Term: This Agreement will take effect on the Execution Date and terminate on December 30, 2020 ("Grant Term"). F. Final Report: (i) By December 30, 2020 ("Reporting Deadline"), the GRANTEE must provide the CITY with a Final Report on the operational status of the GRANTEE and an accounting of the use of the Grant funds. The GRANTEE must complete an online template, provided by the CITY. (ii) As an attachment to the Final Report, the GRANTEE must provide documentation of its reported Grant use, such as expense receipts and payroll filings for the periods covering April 1, 2020 through December 30, 2020. G. Repayment of Grant Funds: (i) If the GRANTEE does not use the GRANT as required by Section 1(D), then the Grantee must repay the grant award back to the CITY by January 31, 2021. (ii) If the GRANTEE ceases operations before the end of the Grant Term, the GRANTEE must notify the CITY immediately and must complete the Final Report and repay any unused portion of the Grant to the CITY within 30 days of business closure, but no later than December 30, 2020. (iii) If the GRANTEE has received, or receives after time of application, other relief funding to cover duplicate operating expenses, GRANTEE must repay the grant amount to the CITY by January 31, 2021. H. Recordkeeping: GRANTEE shall keep all records, financial or otherwise, relating to use of Grant Funds received pursuant to this Grant Agreement for at least five (5) calendar years following receipt of such funds. The CITY shall at any reasonable time have the right of access to and right to review or audit any and all such records pertinent to the administration and operation of the Grant and that said records shall be maintained in a manner to facilitate such reviews and audits. I. Grant Program Requirements: (i) GRANTEE 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. (ii) GRANTEE 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. J. Information for Payment: GRANTEE must provide the CITY its DUNS number, a W-9 Form, and Bank Routing Number (for ACH fund transfer purposes) at the time this GRANT AGREEEMENT is returned. K. Representations and Warranties: GRANTEE warrants and represents that by accepting the Grant Funds at the time it submitted its Grant Application that it met the eligibility requirements of the Program set forth in Exhibit A, attached hereto and incorporated herein by reference. If at any time, it is determined that GRANTEE did not meet the eligibility requirements at the time it submitted its Grant Application, all of the Grant Funding shall be immediately repaid to the CITY by GRANTEE. 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 CITY: CITY OF SANTA ANA 20 Civic Center Plaza M-25 Santa Ana, Ca 92701 Attn: Marc Morley Economic Development Manager TO GRANTEE: THE BOWERS MUSEUM 2002 N Main Street Santa Ana, CA 92706 Attn: Peter C. Keller, Ph.D., President Written notices, demands, and communications shall be sent in the same manner to other addresses that any Party designates in writing. B. Indemnification/Hold Harmless. GRANTEE 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 GRANTEE, its officers, directors, employees, agents, subcontractors and suppliers arising out of GRANTEE performance of this Agreement. C. Insurance: (i) Commercial General Liability. GRANTEE 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 GRANTEE 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 GRANTEE's operations hereunder. (b) GRANTEE shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the 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. (c) Certificates shall list the CITY as a Certificate Holder as follows: City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92701 (ii) Automobile Liability Coverage. GRANTEE 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 GRANTEE employees or participants in performance of this Agreement, or, in the event that GRANTEE 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, GRANTEE 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. (iii) Workers' Compensation. If GRANTEE 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., GRANTEE 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 (iv) Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. GRANTEE understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. D. 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 GRANTEE may not assign or transfer its rights and interests in this Agreement to any other person, business or entity. E. 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. F. 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 any way. G. 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. H. 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. L Attorney's Fees: Each Party shall pay its own attorney's fees. J. Business Day Convention: If the date of any required action falls upon a weekend day or a holiday when the CITY is not open for business, the required action may be deferred to the next business day. K. Force Majeure: No Party will be held responsible for failing to 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. L. Record Retention: Unless otherwise required by applicable law or regulation, the CITY will keep records that the GRANTEE submits to the CITY pursuant to this Agreement five years from December 30, 2020. M. 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. N. Non -Discrimination: The GRANTEE 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 origin, age, marital status, disability orany other characteristiethat is protected by local, state or federal law. O. Prohibition of Nepotism: GRANTEE 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 GRANTEE. 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. P. Miscellaneous Provisions: (i) 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 CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (ii) 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 following page) A-2020-181-01 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: RYAN O. HODGE Assistant City Attorney FOR APPROVAL: Steven Mendoza (Dec 4, 202016:17 PST) STEVEN MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager GRANTEE: Peter Keller (Dec 4, 202015:58 PST) Peter C. Keller, Ph.D. Bowers Museum President The Bowers Museum 7 EXHIBIT A i (i i"vy,17171V Mk1 Santa Ana CARES Museum Economic Stabilization Grants Program Guidelines The Santa Ana CARES Museum Economic Stabilization Grants program is aimed at assisting non-profit museums within the City of Santa Ana that have been negatively impacted by COVID-19, and are in need of financial assistance for COVID-19 response measures. The funding, which is part of the CARES Act Coronavirus Relief Funds bill, will aid museums in restructuring programming, assisting with safe reopening, and providing stabilization funds for revenues that were lost due to closures, and not recuperated via other grants or financial assistance. I. Size of the grant: Grants award maximums will be based on the size of the institution's operating budget and loss of revenues. Museums that have received CARES Arts funding through the City will need to deduct the grant amount from the grant maximum: Operating Budge Grant Maximum Under $5 Million Up to $150,000 $5 - $10 Million Up to $300,000 Over $10 Million Up to $450,000 *Funding amounts are subject to adjustment by the City. H. Institutions must have been affected by COVID-19: The institution must submit an attestation stating that it is impacted by COVID-19 in following ways: • Operational revenue decreased more than 25% as a result of COVID-19 (from the time period of March 1, 2020 through present); and • The institution was forced to lay-off or furlough at least one of its employees; and • The institution was forced to shut down by the state or local government HI. Eligibility Requirements: Institutions must meet the following eligibility requirements: • Non-profit museum located in Santa Ana • National Taxonomy of Exempt Entities (NTEE) Code in the following range: A50-A57 • Must have been in operation as of March I, 2020 • Must be committed to operating in Santa Ana for the foreseeable future • In compliance with all City (Business License, Certificate of Occupancy, etc.) Ineligible• • Cannabis -related businesses • Gambling facilities • Adult entertainment businesses City of Santa Ana Page I of Santa Ana CARES Museum Economic Stabilisation Grants Program Guidelines IV. Eligible Expenses of CARES Act Grant: Institutions may use the funding on the following eligible expenses that have been incurred or will be incurred during the period of April 1, 2020 — December 30, 2020: Safe Reopening (equipment/supplies/contracts) ■ Personal Protective Equipment (PPE) ■ Cleaning and disinfecting supplies/inventory ■ Contracts/Payroll for extrajanitorial services ■ Contracts/Payroll for security/staffing enforcing safety guidelines • Marketing efforts or rebranding to re -attract patrons • Furniture, equipment, and supplies for expanded outdoor activities • Other reasonable expenses Technology (software/licensing/equipment) • To automate systems • To allow for telecommute activities of employees • To digitize exhibits or programming (video/internet/applications/ etc.) ■ Other reasonable expenses New Program Development to adapt programming to the COVID-19 pandemic • Payroll ■ Contractual • Equipment • Supplies • Other reasonable expenses • Operating Expenses (Based on Budget Analysis calculated with budgeted expenses, grants received, and loss of revenue) • Rent ■ Utilities ■ Payroll • Other reasonable expenses Ineligible Expenses of CARES Act Grant: • Expenses that will be reimbursed by forgivable loans or grants such as the Small Business Administration Paycheck Protection Program (PPP), or other sources are not eligible. V. Grant Application Process: Institution must submit an application by November 9, 2020 at 5PM via the City's grant portal. An organization may submit only one application under this announcement. A parent organization may submit only one application for each independent component. An independent component must be a unit that is both programmatically and administratively distinct from the parent organization, have its own staff and budget, and generally have an independent board that has substantial responsibility for oversight and management. City of Santa Ana Page 2 of 4 Santa Ana CARES Museum Economic Stabilization Grants Program Guidelines VI. Required Information/Documents to Oualify for Grant Award: • Budget Analysis for planned use of funds • Bank Statements for February 2020 through September 2020 • Employee list as of February 2020 through September 2020 • Non -Profit 990 or Non-profit Letter VII. Disbursement of Funds: Institutions will receive the approved funding in one disbursement via an Electronic Funds Transfer or Automated Clearing House (EFT or ACH). VIII. First Come, First Served Basis: Applications will be reviewed and considered on a first come, first served basis. IX. Reporting Guidelines: Institutions are required to report how the funds were spent in accordance with Program requirements via a City provided portal. The following will need to be provided: • Certification and budget documenting the use of grant funds • Documentation of grant expenses (Canceled checks, bank statements, credit card transactions) X. Certifications: Institution will certify to the following: • Institution agrees to submit post -expense reports via an online portal due on the following dates: December 15, 2020. Reporting will include bank statements and documentation of expenses such as invoices and receipts. • Institution agrees to provide the City of Santa Ana, its employees and representatives, additional documentation for audit and reporting purposes and to assess the benefits derived from participating in the program. Such information may include, but is not limited to, profit loss statements, payroll records. Institution authorizes the release of said information to local, State and/or Federal agencies and to City of Santa Ana staff within five years of this date. This grant program is supported with Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), Public Law 116-136, Section 60l(a) of the Social Security Act, to prevent, prepare for, and respond to the coronavirus ("COVID-19"). According to Title 18, Section tool of the U.S. Code, it is a felony for any person to knowingly and willingly make false or fraudulent statement to any department of the United States Government. Business understands that any willful misrepresentation on this application could result in a fine and/or imprisonment under provision of the United States Criminal Code U.S.C. Title 18, Section tool. • Institution understands that the City reserves the right to reject any and all applications. City of Santa Ana Page 3 of 4 Santa Ana CARES Museum Economic Stabili_ation Grants Progrant Guidelines XI. Grant Contacts: Marc Morley Economic Development Manager City of Santa Ana mmorley@santa-ana.org 714-647-6588 Sylvia Vazquez Economic Development Specialist II City of Santa Ana svazquez@santa-ana.org 714-647-5445 City of Santa Ana Page 4 of 4 Santa Ana CARES Museum Economic Stabiltcation Grants Program Guidelines EXHIBIT B City of Santa Ana Powered by Submittable Organization Name Charles W. Bowers Museum 10/30/2020 Corporation dba The Bowers id. 18066339 Museum by Katie Deutschman in Santa Ana CARES Museum Economic Stabilization Grants katiedeu@verizon.net Original submission 10/30/2020 Contact Person Katie Deutschman Title Development Officer Email katiedeu@verizon.net Phone Number 805-914-4984 Organization Address 2002 N. Main Street Santa Ana, CA 92706 Tax ID # 33-0106161 National Taxonomy A50 - Museums: Organizations that acquire, preserve, research, of Exempt Entities exhibit and provide for the educational use of works of art, objects or (NTEE) Code artifacts that are related to the study of zoology, biology, botany, mineralogy, geology and other natural sciences; history; archeology; or science and technology. Use this code for types of museums not specified below. Did expected Yes revenues decreased more than 25% as a result of COVID-19 (from the time period of March 1, 2020 through present)? Was the organization Yes forced to lay-off or furlough at least one of its employees? Was the organization Yes was forced to shut down by the state or local government? Was the organization Yes in operation as of March 1, 2020? Will the organization Yes be operating in Santa Ana for the foreseeable future? Organization mission Founded in 1936 by the City of Santa Ana through a bequest from and history: Charles and Ada Bowers, the Bowers Museum is Orange County's largest and finest museum. In 1986, the museum closed for a period of self -study and reopened in 1992 as a cultural center. In 2007, the museum added the 30,000 square -foot Dorothy and Donald Kennedy Wing. The blockbuster exhibit "Terra Cotta Warriors: Guardians of China's First Emperor" was recognized by Time Magazine in the list of the "Top Ten Museum Exhibits of 2008." The Bowers is accredited by the American Alliance of Museums and has been voted the "Best Museum in Orange County" by the readers of The Orange County Register for 20 consecutive years. To achieve its mission to "enrich lives through the world's finest arts and cultures," the Bowers offers world -class exhibitions, children's art education programs, tours, Family Festivals, performances, hands- on art workshops for all ages, lectures, and other community programs. The Bowers serves 150,000 visitors annually. Most (62%) are from Orange County. Concentrations are from Los Angeles County (24%), other areas of Southern California (60/6), and a variety of other regions in the U.S. (81/6). The museum's state-of-the-art special exhibition and collection storage facilities enable the Bowers to present exhibitions and preserve collections for future generations. The permanent collection includes 90,000 objects with notable strengths in areas such as pre- Columbian America; African and Oceanic art, particularly from Papua New Guinea; and California Plein-Air paintings. International partnerships with the Museo del Oro and the Xinjiang Institute of Archaeology in Urumqi, China, among others, assist the Bowers in bringing a variety of cultural treasures to Santa Ana. In March 2020, the Bowers responded to the historic COVID-19 pandemic by launching the Bowers at Home program, providing immediate resources for children, families, and adults to help them cope with the COVID quarantine and life disruptions that have impacted the community so dramatically. Bowers at Home is projected to serve more than 93,000 people in 2020. Programming available on the Bowers' website, Facebook, Instagram, and YouTube includes: Educational Resources: The Bowers is working with local school administrators and teachers to develop programs for students in grades K —12 who are learning from home. Virtual tours and art lessons that meet California standards, instructional videos, reading materials, vocabulary lists, and worksheets build visual art, history/social science, English language, science, and health skills. Senior Support: Adult art activities consider the needs of socially isolated seniors and support the maintenance of older adults' cognitive skills. Staff members work with senior living facilities to facilitate access to programs. Exhibition Access: Virtual and audio tours allow visitors to explore the permanent and special ticketed (e.g., Disney Archives) exhibitions. Lectures by experts such as Egyptologist Dr. Kara Cooney further. explore exhibition themes. Food Services: With collaborative partners Patina Group and Mariners Church, the Bowers has provided 23,885 free meals for front line medical workers, and low-income families and seniors. Description of need: The COVID-19 pandemic has dramatically altered the Bowers Museum's daily operations. The museum closed on March 17th, reopened June 16th, closed again July 14th, and reopened again on September 12th in accordance with health and safety directives. When the museum reopened, it continued to serve a smaller audience in order to maintain social distancing and comply with limited capacity requirements. The operating loss for the months of March — December 2020 is projected to be $1,550,681. Thirty-seven (37) part-time staff have been furloughed, and all remaining staff have had their hours and / or salary cut 18%- 50% at some point in the last six months because of the extended closure. The Bowers has also had unanticipated expenses for increased costs related to the pandemic. As a result of the closures, the Bowers canceled or postponed numerous programs. The public was unable to access Inside the Wait Disney Archives: 50 Years of Preserving the Magic, a special traveling exhibition expected to draw significant crowds between March and September 12, 2020. The museum's current projected budget shortfall for payroll is expected to be a deficit of $1,317,541 by December 31, 2020. This significant shortfall has resulted in furloughs, pay reductions, and a slower than normal hiring pace. Most staff members who have left the museum's employment during the pandemic as a result of retirement or pursuit of other opportunities have been replaced. The payroll deficit is the largest are of financial concern the Bowers faces at the current time. Additionally, there is a significant need to preserve employment for the following reasons: • Reductions in the museum's workforce will necessarily result in a reduction of museum services such as programs for isolated Santa Ana seniors, programs that support local Santa Ana children in learning from home, and programs that create opportunities for Santa Ana residents to visit the museum for free and/or participate in free virtual programs from the safety of home • Employees will have difficulty finding alternatives employment in the current economic environment • The Bowers needs to maintain employment levels to be able to convert its payroll protection loan into a grant • The Bowers has a skilled talented workforce that would be difficult to replace at a later time Despite these challenges, the Bowers continues to pursue its mission and is dedicated to serving the Santa Ana community at this critical time. One of the Bowers' most significant accomplishments over the past nine months has been the accelerated development of a virtual museum platform that provides educational content, entertainment, and cultural engagement for the local, regional, and national community. The requested funds will support this important work. Estimated loss of $1,363,909 revenue due to the COVID-19 pandemic: Grant amount $268,000 requested: Upload Budget Analysis for planned use of funds: Bowe rs_B u d g e t_An a lys is. x Is x Narrative for The Bowers plans to allocate the requested funds to staff payroll proposed use of costs. The Bowers plans to use the requested funds for payroll for requested funds: employees who provide critical museum services including museum collections management, exhibition development, design, and fabrication, educational programs, marketing and public relations, administration and finance, facilities management, visitors' services, and Gallery Store services. The museum's current projected budget shortfall for payroll is expected to be a deficit of $1,317,541 by December 31, 2020. This significant shortfall has resulted in furloughs, pay reductions, and a slower than normal hiring pace. Most staff members who have left the museum's employment during the pandemic as a result of retirement or pursuit of other opportunities have been replaced. The payroll deficit is the largest are of financial concern the Bowers faces at the current time. Additionally, there is a significant need to preserve employment for the following reasons: • Reductions in the museum's workforce will necessarily result in a reduction of museum services such as programs for isolated Santa Ana seniors, programs that support local Santa Ana children in learning from home, and programs that create opportunities for Santa Ana residents to visit the museum for free and/or participate in free virtual programs from the safety of home • Employees will have difficulty finding alternatives employment in the current economic environment • The Bowers needs to maintain employment levels to be able to convert its payroll protection loan into a grant • The Bowers has a skilled talented workforce that would be difficult to replace at a later time None of the requested funds will be used for payroll costs that are already supported by the Bowers' Payroll Protection Program loan or the $32,000 City of Santa Ana Arts Relief Fund CARES Act Economic Support Program grant that the Bowers recently received. How will the funds The requested funds will stimulate economic development in the City stimulate economic of Santa Ana in the following ways: development for the • Increased business activity— By supporting staffing costs, City of Santa Ana? requested funds will allow the museum to continue providing safe programs via Zoom, socially -distanced programs at the museum facilities, and safe access to museum galleries, store, and restaurant services. These services bring people to Santa Ana's downtown area, increasing business activity at the museum, as well as in other local retailers, restaurants, and hotels. The requested funds will help the Bowers attract visitors from Orange County, San Diego County, Los Angeles County, and surrounding areas, providing much needed support from tourists in the drive market. • Increased employment — The requested funds will be allocated to staff payroll, increasing employment opportunities at the museum. The requested funds will also allow the Bowers to employ vendors who live and work in Santa Ana (i.e., utility companies, facility maintenance companies, consultants in the museum field, local artists and artisans). • Increased income distribution — By providing for continued employment of staff, the requested funds allow for the continuation of museum programs and services that generate sales tax revenue for the City of Santa Ana. These tax revenues help maintain the infrastructure the city needs to support continued fiscal growth. • Increased private sector investments & improved fiscal solvency — The City's investment in the Bowers improves the museum's fiscal solvency, which in turn encourages private citizens and foundations to make similar investments through contributions and grants. What are the The requested funds are an important part of the Bowers' resiliency projected impacts if and sustainability plan. They will allow the Bowers to continue the funds are not providing valuable services to the people of Santa Ana. If the funds granted to the are not awarded, the consequences will be significant and will organization? include: • Additional staff may be furloughed. • Staff members who are actively working will receive pay reductions of 20% - 50% • Exhibitions that will bring visitors to Santa Ana will be cancelled. • Free virtual programs that serve the people of Santa Ana will be cancelled, including programs for seniors, students who are distance learning, and the general public. • Additional onsite programs will be cancelled. • Ongoing work related to the maintenance and cataloging of the museum's collections will be discontinued for a time. What is the long term The Bowers Museum's long term vision is one that builds on the vision for the tremendous partnership the museum has with the City of Santa Ana. Museum in Santa The partnership our two organizations have built is strong because it Ana? is mutually beneficial and places the greatest importance on the needs of the people of Santa Ana. The museum's long-term vision includes building its capacity to continue to support the City of Santa Ana and its people in the following ways: • By serving as a fiscally strong anchor to the downtown area that attracts visitors and locals to events and activities that increase business and tax revenue. • By providing free programs that serve Santa Ana's seniors, K-12 students, families, and adults. • By providing free admission to the museum for all Santa Ana residents on one Sunday each month. • By providing world class blockbuster exhibitions that commonly draw large audiences to the museum and currently attract an audience that is as large as possible given appropriate health and safety protocols. • By increasing programs, reaching a larger audience, and continuing to pursue opportunities to respond to emerging needs during this unprecedented time, the Bowers is partnering with the City, Santa Ana schools, and local nonprofits to provide the services our community needs. Despite the economic challenges the Bowers has faced in the past nine months, the museum continues to pursue its mission and is dedicated to serving the Santa Ana community at this critical time. One of the Bowers' most significant accomplishments over the past nine months has been the accelerated development of a virtual museum platform that provides educational content, entertainment, and cultural engagement for the local, regional, and national community. The requested funds will support this important work. In March 2020, the Bowers launched the Bowers at Home program, providing immediate resources for children, families, and adults to help them cope with the COVID quarantine and life disruptions that have dramatically impacted the community in the past nine months. The Bowers is working with local school administrators and teachers to provide programming for children in grades K —12 who are learning from home until it is safe to return to schools for in -person lessons. The Bowers' new virtual programming infrastructure will have a positive long-term impact. Changes to the website, a vast expansion in the amount of free virtual program offerings, and the launch of virtual exhibition content has increased the museum's audience. The requested funding will support each of these efforts as the Bowers continues to serve the people of Santa Ana by providing programs that enrich, educate, and entertain. The museum's resiliency plan includes three major strategies: careful stewardship of financial resources, safety measures, and an adaptive business plan that includes the Bowers' new virtual museum. The Finance Committee, President, and CFO monitor the museum's financial situation closely. New safety and sanitation protocols ensure that the museum facility is safe for staff, volunteers, and visitors, including the change to hands -free options wherever possible. The Bowers does not expect to return to the old normal. It is adapting its business plan and programming to include experiences visitors can enjoy at the museum or from home. New virtual programming showcases the museum's one -of -a -kind collections and programs and expands the museum's capacity to serve schools, families, and the Santa Ana community. Upload Organization Operational Budget for 2020: Bowers_0perating_Budget_19-20.pdf Bowers_Operating_budget_20-21.pdf Upload Bank Statements for February 2020 through September 2020: 2.2020_Ba nk_Statement. pdf 3.2020_Bank_Statement. pdf 4.2020_Bank_Statement. pdf 5.2020_Bank_Statement. pdf 6.2020_Bank_Statement.pdf 7.2020_Bank_Statement.pdf 8.2020_Bank_Statement.pdf 9.2020_Bank_Statment.pdf Upload Employee list as of February 2020 through September 2020: 2.2020_staff_I ist. pdf 3.2020_staff_list. pdf 4.2020_staff_list. pdf 5.2020_staff_list. pdf 6.2020_staff_list. pdf 7.2020_staff_I ist. pdf 8.2020_staff_list. pdf 9.2020_staff_list. pdf Upload Non -Profit 990 and Non -Profit Affirmation Letter Bowers50l c3.pdf Bowe rs_990_201 9. pdf EXHIBIT C Organization Name CHARLES W BOWERS MUSEUM CORPORATION dba Bowers Museum Grant Funding Requested $ 268,000.00 Budget Category Operating Expenses Budgeted (Pre Pandamic) $5,284,181 Revised Budget (Post Pandemic) $4,691,943 Organization Funding Available $2,001,296 Forgivable *Santa Ana Loans,or CARES Other Financial Funding Assistance Budget $966,276 $268,000 Balance -$1,456,371 • Rend $0 $0 $0 $0 $0 • Utilities $299,200 $275,000 $275,000 $0 $0 • Payroll $3,121,192 $2,900,000 $787,188 $795,271 $268,000 • Other -Cost of Goods Sold $216,189 $190,000 $190,000 $0 $0 • Other -Exhibit costs $486,273 $250,000 $250,000 $0 $0 • Other_ Gala Fundraising direct costs $132,000 $132,000 $123,100 $8,900 $0 • Other_Maintenance $318,240 $318,2401 $318,240 $0 $0 • Other_Ehu mess insurance $91,544 $91,544 $57,768 $0 $0 • Other_ Equipment lease & depreciation $190,559 $190,559 $0 $92,136 $0 • Other -Advertising $93,408 $85,000 $0 $4,228 $0 • Other -Professional fees/Contract $139,960 $132,600 $0 $39,795 $0 • Other_Postage/Shipping $32,000 $32,000 $0 $0 $0 • Other_ Operating Supplies $65,000 $50,000 $0 $24,598 $0 • Other MisC(Cmnputar, Credit card fees. subscriptions, dues) $98,616 $45,000 $0 $1,348 $0 Safe Reopening (equipment/supplies/contracts) $0 $92,066 $0 $2,000 $0 -$90,066 • Personal Protective Equipment (PPE) $0 $300 $0 $0 $0 • Cleaning and disinfecting supplies/inventory $0 $9,000 $0 $2,000 $0 • Contracts/Payroll for extrajanitunal services $0 $37,856 $0 $0 $0 • Contracts/Payroll for security/staffing enforcing safety guidelines $0 $37,532 $0 $0 $0 • Marketing efforts or rebranding to re -attract patrons $0 $5,000 $0 $0 $0 • Furniture, equipment, and supplies for expanded outdoor activities $0 $2,378 $0 $0 $0 • Other $0 $0 $0 $0 $0 Technology software/licensin a ui ment $0 $105,000 $0 $0 $0 -$105,000 • To automate systems $0 $54,000 $0 $0 $0 • To allow for telecommute activities of employees $0 $25,000 $0 $0 $0 • To digitize exhibits or programing (video/internet/applications/ etc.) $0 $26,000 $0 $0 $0 • Other $0 $0 $0 $0 $0 New Program Development $0 $51,421 $0 $0 $0 -$51,421 • Payroll 1 $0 $33,421 $0 $0 $0 • Contractual $0 $0 $0 $0 $0 • Equipment $0 $0 $0 $0 $0 • Supplies $0 $18,000 $0 $0 $0 • Other $0 $0 $0 $0 $0 TOTAL $5,284,181 $4,940,435 $2,001,2961 $968,2761 $268,000 -$1,702,858 2020 Loss of Revenue Analysis 2020 - Q3 1 2020 - Q2 1 2020 - Q3 1 2020 - Q4 Total Anticipated Revenues $ 1,528,839 $ 1,178,754. $ 1,156,415 $ 1,201,924 $ 5,065,932 Actual/Estimated Revenues $ 1,599,011 $ 563,148 $ 789,864 $ 750,000 $ 3,702,023 Estimated Loss of Revenues $ (70,172) $ 615,606 $ 366,551 $ 451,924 $ 1,363,909 Estimated Loss of Revenues % -4.59% 52.23% 31.70% 37.60% 26.92% *CARES Funding will be utilized for expenditures incurred during the time period of April, 1, 2020 and December 30, 2020. Expenditures after December 30, 2020 are not allowable under this funding. Santa Ana CARES Museum Economic Stabilization Grant Agreement - Bowers Final Audit Report 2020-12-05 Created: 2020-12-04 By: Sylvia Vezquez (svazquez@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAGxaI._sHHocScig2XHTBxXgDWE1_IgP9h "Santa Ana CARES Museum Economic Stabilization Grant Agre ement - Bowers" History ,n Document created by Sylvia Vazquez (svazquez@santa-ana.org) 2020-12-04 - 11:36:21 PM GMT- IP address: 98.153.69.210 74 Document emailed to Peter Keller (pkeller@bowers.org) for signature 2020-12-04 - 11:37:04 PM GMT Email viewed by Peter Keller (pkeller@bowers.org) 2020-12-04 - 11:56:57 PM GMT- IP address: 199.117.252.2 40 Document e-signed by Peter Keller (pkeller@bowers.org) Signature Date: 2020-12-04 - 11:58:11 PM GMT - Time Source: server- IP address: 199.117.252.2 17. Document emailed to Ryan Hodge (rhodge@santa-ana.org) for signature 2020-12-04- 11:58:14 PM GMT Email viewed by Ryan Hodge (rhodge@santa-ana.org) 2020-12-05 - 0:14:01 AM GMT- IP address: 70.224,64.65 &0 Document e-signed by Ryan Hodge (rhodge@santa-ana.org) Signature Date: 2020-12-05 - 0:14:25 AM GMT - Time Source: server- IP address: 70.224.64.65 C'y Document emailed to Steven Mendoza (smendoza@santa-ana.org) for signature 4610015VZIPWIIIE, W4.7-1iYjWslu 15 Email viewed by Steven Mendoza (smendoza@santa-ana.org) 2020-12-05 - 0:16:17 AM GMT- IP address: 174.195.129.235 do Document e-signed by Steven Mendoza (smendoza@santa-ana.org) Signature Date: 2020-12-05 - 0:17:25 AM GMT - Time Source: server- IP address: 174.195.129.235 Q Adobe Sign Agreement completed. 2020-12-05 - 0:17:25 AM GMT a Adobe Sign Francine R. Digitally eignd by Fro dre k. Villareal Villarpal Date: 202e1 17:pe:05 A4 �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM DN ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wood Gutmann & Bogart Insurance Brokers License #0679263 CONTACT JINAME Melissa I netts PHONE FAX 7145057000 Alc No:714-573-1770 nooaless: mignelis@wgbib.com 15901 Red Hill Ave., Suite 100 Tustin CA92780 INSURERS AFFORDING COVERAGE NAIc# INSURERA: Insurance Company of the West 27947 INSURED BOWER-2 Bowers Museum of Cultural Art INSURER B: Philadelphia Indemnity 18058 2002 North Main Street INSURER(: INSURER 0: Santa Ana CA 92706 NSURERE: NSURER F : COVERAGES CERTIFICATE NUMBER: 1153059392 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIOOA'YY1' POLICY EXP MMIODIYYYV LIMITS B GENERAL LIABILITY PHPK2164330 713012020 7130/2021 EACH OCCURRENCE $1,000,W0 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1XI OCCUR DAMAGETO RENTED PREMISES Ea occurrence $100,000 MED EXP(My one person) $5,000 PERSONAL &ADV INJURY 51,000,000 GENERAL AGGREGATE $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,W0 X POLICY r PEI LOG $ B AUTOMOBILE LIABILITY PHPK2164330 7I30/2020 7/ 0/2021 COMBINED SINGLE LIMB Ea accident)00 000 BODILY INJURY (Per person) $ ANY AUTO Ix AOS SCHEDULED AUTOS AUTOS BODILY INJURY Per accident ( 1 $ HIRED AUTOS X NAON-OWNED PROPERTY DAMAGE Per acc dent $ B X UMBRELLA LIAB I X I OCCUR PHUB7331M 71302D20 7/302021 EACH OCCURRENCE $5,0W,000 rl AGGREGATE $5,0 o,ow EXCESS LIAB CLAIMS -MADE DEO I X I RETENTION$0 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN WSD5026850M 613012020 6MOI2021 X WC STATU- OTH- ER E.L. EACH ACCIDENT $1OWW .O ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED' ❑ NIA E.L. DISEASE -EA EMPLOYE $1".DW (Mandatory in NH) 0 yes, describe under E.L. DISEASE -POLICY LIMIT $1AW.DOD DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS IVEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) RE: All Operations usual to the insured's operations subject to the policy terms and conditions. The City of Santa Ana, its officers, employees, agents, and representative are named as additional insured on the General Liability per attached as required by written contract subject to the terms and conditions of the policy. 30 Days Notice of Cancellation applies per form to follow. City of Santa Ana Risk Mangement Division 20 Civic Center Plaza Santa ana CA 92701 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ACORD CI The ACORD name and logo are registered marks of ACORD Rick Management Division REVIEWED & APPROVED BY: Risk Management Analyst COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the Insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights rese RmleMnugemenf Division .sue REVIE D&APPROVEDBY: ��� Risk NM.agemen[Anzlyg Policy No.: PHPK2164330 PI-GLD-MK (03/12) H. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." 1. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: Each of the following is also an insured: 1. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co -"employee" while in the course of his or her employment by your or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. 2. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. 3. Funding Source — Any person or organization with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 4. Managers, Landlords, or Lessors of Premises —Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: 5. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You —Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such erson or Risk Monment DW(an REmewm & APPROVED BY: �'. '® Risk blanz9ei.renl Analyst Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with per © 2012 Philadelphia Indemnity Insurance Company Policy No.: PHPK2164330 PI-GLD-MK (03/12) organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 6. Vendors —Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (6) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Sub -paragraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with pern © 2012 Philadelphia Indemnity Insurance Company . R AMmrgenwdDhislon =s /REVIE &pAPPRO�V�m BY; Risk Management Matysl Policy No.: PHPK2164330 PI-GLD-MK (03/12) As Required by Contract —Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage' or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations 8. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. b. This insurance does not apply to: (1) "Bodily injury,"'property damage' or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) 'Bodily injury" or "property damage' included within the "products -completed operations hazard." J. General Aggregate Per Location SECTION III — LIMITS OF INSURANCE, Paragraph 2. Is amended to include the following additional provision: The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. K. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: Item a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. Item b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or Page 7 of 9 Risk DMsbn Includes copyrighted material of Insurance Services Office, Inc., with per REAewm ovmsr: © 2012 Philadelphia Indemnity Insurance Company fvu a R, V:,flFn 41�WW' Risk Management Analyst Policy No.: PHPK2164330 PI-GLD-MK (03/12) (3) An executive officer or insurance manager, if you are a corporation. L. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. M. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. N. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. O. Bodily Injury — Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is deleted in its entirety and replaced by the following: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. P. Personal and Advertising Injury —Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V— DEFINITIONS, Paragraph 14. is amended to include the followin : 1I feManrgemmeDhislan e ReAejvED&APPROVED BY: F".,. z vx,L ,4 Risk Management Analyst Of Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc., with per © 2012 Philadelphia Indemnity Insurance Company Philadelphia Indemnity Insurance Company Form Schedule — Policy Policy Number: PHPK2164330 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description WHY MyPHLY 0000 WHY MyPHLY? CSNotice-1 0120 Making Things Easier BJP-190-1 1298 Commercial Lines Policy Jacket PI-SAMEX-NOTICE 1 0519 Advisory Notice To Policyholders IL N 177 0912 California Premium Refund Disclosure Notice PI -FEES -NOTICE 1 - 0619 Notice Late Fee Reinstatement Fee PP2015 0615 Privacy Policy Notice CPD-PIIC 0614 Common Policy Declarations Location Schedule 0100 Location Schedule Additional Insured Schedule 0100 Additional Insured Schedule Named Insured Sched 0100 Named Insured Schedule PI-BELL-1 1109 Bell Endorsement PI-CME-1 1009 Crisis Management Enhancement Endorsement IL0017 1198 Common Policy Conditions IL0021 0908 Nuclear Energy Liability Exclusion Endorsement IL0102 0505 California Changes - Actual Cash Value IL0103 0699 California Changes - Actual Cash Value IL0104 0907 California Changes IL0270 0912 California Changes - Cancellation And Nonrenewal IL0952 0115 Cap On Losses From Certified Acts Of Terrorism PI-ACL-001 1218 Absolute Cyber Liability And Electronic Exclusion PI-SAM-018 0519 Absolute Abuse or Molestation Exclusion PI-TER-DN1 0115 Disclosure Notice Of Terrorism Ins Coverage Rejection Page 1 of R191MwagawdDivision 3 REVIEWED&APPROVED BY: EI�WI.�[-L• r'1/.hLN.I R. �kSAAPFC �'. ® Risk Mana9emen[Malys[ Philadelphia Indemnity Insurance Company Form Schedule — Policy Policy Number: PHUB733154 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description WHY MyPHLY 0000 WHY MyPHLY? BIP-190-1 1298 Commercial Lines Policy Jacket IL N 177 0912 California Premium Refund Disclosure Notice PI -FEES -NOTICE 1 0619 Notice Late Fee Reinstatement Fee PP2015 0615 Privacy Policy Notice Named Insured Sched 0100 Named Insured Schedule PI-CANC-CA 1 1013 California Cancellation Amendment Page 1 of 1 WekMompnerdDivision _ /REMEWED&APPRoevem By., � Rbk NMmgem nt MaIyu