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HomeMy WebLinkAboutILLUMINATION FOUNDATION (13)`\,1SURANCE NOT ON FILE NORK MAY NOT PROCEED A-2020-131-06 CLERK OF COUNCIL FEB 2 2 202PATE: HOMELESS EMERGENCY AID PROGRAM SUBCONTRACTOR AGREEMENT BETWEEN D: CQ&(ierr�ersJ4lu� THE CITY OF SANTA ANA AND ILLUMINATION FOUNDATION THIS GRANT AGREEMENT ("HEAP Agreement"), is hereby made and entered into this December 1, 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and Illumination Foundation, a California nonprofit organization ("Subcontractor"). RECITALS: A. Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB850 (Chapter 48, Statutes of 2018), the State of California has established the Homeless Emergency Aid Program ("HEAP"). HEAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HEAP provides one-time flexible block grant funds to Administrative Entities to address their immediate homelessness challenges. B. Contractor is the recipient of HEAP funds from the State of California. In 2018, Contractor entered into Agreement Number 18-HEAP-00007 with the State of California receiving and recognizing $3,690,885.84 in HEAP grant funds to be used by Contractor to address immediate homeless challenges ("State HEAP Agreement"). A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. C. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds. D. Contractor previously entered into an Agreement with Subcontractor to Operate a Year -Round Homeless Navigation Center and Recuperative Care Facility, Agreement No. A-2020-130, dated July 14, 2020, by which the Contractor committed a set amount of funds to Subcontractor for the operation of the Homeless Navigation Center and Recuperative Care Facility ("Program"). E. Contractor now approves the provision of HEAP grant funds to Subcontractor in an amount not to exceed $623,797.00, to be used in the operation of the Program. This $623,797.00 in HEAP grant funds shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2020-130, as amended. F. Subcontractor represent that it has the requisite qualifications, expertise, and experience in the provision of the Program and is willing to use said HEAP grant funds to operate said Program. G. This HEAP Agreement is contingent upon the award of HEAP grant funds from the State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. H. Contractor and Subcontractor have duly executed this HEAP Agreement for the expenditure and utilization of said HEAP funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HEAP Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HEAP Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HEAP Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the Program, the operation of the Year -Round Homeless Navigation Center and Recuperative Care Facility. 2. TERM This HEAP Agreement shall take effect on the date first written above and shall terminate on June 30, 2021, unless otherwise cancelled or modified according to the terms of this HEAP Agreement. This HEAP Agreement shall also cover any and all services provided by the Subcontractor to the Contractor since the date the HEAP Funds were awarded to the CITY. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $3,690,886.00 in HEAP grant funds from the State of California to be expended by June 30, 2021. Contractor agrees to pay to Subcontractor when, if and to the extent State HEAP grant funds are received a sum not to exceed $623,797.00 for Subcontractor's performance of the Program since July 14, 2020, and through the term of this HEAP Agreement, which shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2020-130. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit quarterly invoices (on or before the 151 day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor. C. Payment is subject to the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, 2 provided Contractor is satisfied that such expenses have been incurred within the scope of this HEAP Agreement and that the Subcontractor is in compliance with the terms and conditions of this HEAP Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor. D. Subcontractor agrees to use said funds pursuant to this HEAP Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said HEAP Program only. Said amounts shall include and will be limited to the operation of the Year - Round Homeless Navigation Center and Recuperative Care Facility only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HEAP Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this HEAP Agreement. 4. STATE HEAP AGREEMENT A. Contractor entered into State HEAP Agreement Number 18-HEAP-00007 with the State of California receiving and recognizing $3,690,885.84 in HEAP grant funds to be used by Contractor to address immediate homeless challenges. A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds. B. Pursuant to the State HEAP Agreement, Subcontractor is required to: Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. ii. Maintain at least the minimum State -required worker's compensation for those employees who will perform the work or any part of it. iii. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Subcontractor in performing the work or any part of it. iv. Agree to include all the terms of the State HEAP Agreement in each subcontract. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this HEAP Agreement, be construed to be an independent contractor and not an employee of the Contractor. This HEAP Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this HEAP Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This HEAP Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this HEAP Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this HEAP Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this HEAP Agreement shall be at Contractor's sole risk. INSURANCE Prior to undertaking performance of work under this HEAP Agreement, Subcontractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Subcontractor shall maintain commercial general liability insurance naming the Contractor, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Subcontractor's operations in the performance of this HEAP Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the Contractor; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Subcontractor, if Subcontractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this HEAP Agreement, Subcontractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Subcontractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Subcontractor pursuant to this section: i. Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this HEAP Agreement. ii. Certificates of insurance shall be furnished to the Contractor upon execution of this HEAP Agreement and shall be approved by the Contractor. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Contractor. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this HEAP Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the HEAP Agreement. V. Subcontractor shall supply Contractor with a fully executed additional insured endorsement. f.. If Subcontractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Contractor with required proof that insurance has been procured and is in force and paid for, the Contractor shall have the right, at the Contractor's election, to forthwith terminate this HEAP Agreement. Such termination shall not affect Subcontractor's right to be paid for its time and materials expended prior to notification of tenmination. Subcontractor waives the right to receive compensation and agrees to indemnify the Contractor for any work performed prior to approval of insurance by the Contractor. 8. INDEMNIFICATION Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this HEAP Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this HEAP Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this HEAP Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this HEAP Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this HEAP Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Subcontractor. 9. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this HEAP Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HEAP Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Subcontractor under this HEAP Agreement. All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this HEAP Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HEAP Agreement for a period of three (3) years from the date of final payment to Subcontractor under this HEAP Agreement. 10. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this HEAP Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential M Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this HEAP Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor. 11. CONFLICT OF INTEREST CLAUSE Subcontractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this HEAP Agreement. 12. NON-DISCRIMINATION Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Subcontractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This HEAP Agreement and the State HEAP Agreement represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this HEAP Agreement and the State HEAP Agreement, the terms of the State HEAP Agreement shall prevail. This Heap Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the Contractor. Each party to this HEAP 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this HEAP Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this HEAP Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HEAP Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 7 15. TERMINATION This HEAP Agreement may be terminated by the Contractor upon thirty (30) days written notice of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by Subcontractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in such case such work product shall be the property of the Contractor unless prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes as the Contractor deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this HEAP Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this HEAP Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This HEAP Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this HEAP Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this HEAP Agreement. 18. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this HEAP Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this HEAP Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HEAP Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: CONTRACTOR: Terri Eggers Homeless Services Manager City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org SUBRECIPIENT: Paul Leon CEO Illumination Foundation 1091 N. Batavia Street Orange, CA 92867 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. 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 HEAP Agreement, and shall indemnify Contractor fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this HEAP Agreement. {Signatures on following page} A-2020-131-06 IN WITNESS WHEREOF, the parties hereto have executed this HEAP Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA DAISY GOMEZ STINE RIDGE Clerk of the Council City Manager APPROVED AS TO FORM ILLUMINATION FOUNDATION SONIA R. CARVALHO City ntt-- By: RYA DGE ame: TDL.t,_l /,1C Assist t Ci Attorney Title: Cif Ci I��Z1l/h/l ►11 1 1;"�1 STEVEN A. MENDOZA Executive Director Community Development Agency 10 EXHIBIT A STATE HEAP AGREEMENT NUMBER 18-HEAP-00007 11 ogmiq,iymd by F—Im a. Francine R. Villareal W-1 Dma xo1,01.2017e4:w40W �® CERTIFICATE OF LIABILITY INSURANCE °AT,/`/zo2, YY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bowermaster & Associates 10805 Holder StINC.No) Ste 350 CONTACT NAME: Liz Orozco PHONE 714 733-6248 FAX ADDRIESS: lorozco@bowermaster.com Cypress CA 90630 INSURER 3 AFFORDING COVERAGE NNCe INSURER A: Philadelphia Indemnity Insurance 18058 INSURED ILLUFOU-01 IIIUmination Foundation LifeArk Community and LifeArk El Monte LLC INSURER B: Redwood Fire & Casualty Insurance 11673 INSURER C : Nonprofits' Insurance Alliance of California INSURER D: 1091 N. Batavia Street Orange CA 92867 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1108026962 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. INTR TYPE OF INSURANCE ADDLSUBR POLICYNUMBER POLICY EFF MM/OOIYVYY POLICY EXP MWDD LIMITS C TCOMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR V 2020-24712 9/15/2020 9/15/2021 EACH OCCURRENCE $1,000,000 DAMAGESTO (RENTED PREMISES Ea oxumence $500,000 MED EXP (Any one person) $ 20,000 Liability PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PEQFLOC GENERA -AGGREGATE $3,000,000 PRODUCTS-COMP/OP AGG $3,000.000 $ OTHER: C AUTOMOBILE LIABILITY 2020-24712 9/15/2020 9/15/2021 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY IPerpersen) $ IANYAUTO OWNED SCHEDULED00DILY AUTOS ONLY AUTOS INJURY P (er accident)HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per aecitlent $ C X UMBRELLALIAB X OCCUR 202-24712-UMB 9/15/2020 9/15/2021 EACH OCCURRENCE $7,000,000 AGGREGATE $7.000.000 EXCESS LIAB CLAIMS -MADE DEO RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ILWC107887 1/1/2021 1/1/2022 X STATUTE ERH E.L. EACH ACCIDENT $1.000,000 ANYPROPRIETORIPARTNEMEXECUTIVE ❑ OFFICER/MEMBEREXCLUDEDi N/A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatary In NH) If yes, describe under DESCRIPTION OF OPERATIONS be. E.L. DISEASE -POLICY LIMIT $1,000,000 A Commercial Cyber Liability PHSD1575498 9/15/2020 9/15/2021 AN:$3,000,000fEach $1,000,000 C Improper Sexual Cmducl 2020-24712 9/15/2020 9/15/2021 AN:$1P00,000IEach $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS f VEHICLES (ACORD 101, Additional Remarks Schedule, maybe aUached if more space is required) City of Santa Ana, it's officers, employees, agents, and volunteers are Additional Insured With respects to General Liability per attached endorsement form; Primary and Non -Contributory wording applies per attached endorsement form. 30-day notice of cancellation is provided per policy provisions. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 Civic Center Plaza, 4th Fir Santa Ana CA 92702 AUTHORI ED REPRESENTATIVE USA rs RENEWED&APPROVED BY: 1988.2015 ACORD C(',�',he Z Vl(4waf ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORDRisk Management Amly,t POLICY NUMBER: 2020-24712 Named Insured: Illumination Foundation COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Risk Mawgm=dDh,!Mm REVIEWED 6 Arraa✓®Bv: AMP. Risk Mana9emen[ Matysl NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart for Nonprofits. POLICY NUMBER: 2020-24712 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: A. Section II — WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III — LIMITS OF INSURANCE is amended to include: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or NIAC-E61 02 19 Ride Maugenmit 1)ivieian Ruk Management Analyst NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heartfor Nonprofits. POLICY NUMBER: 2020-24712 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIAC-E61 02 19 RhleM�agementD!tgon AerKtovm er: tnulllt,l' fa �+r + e R. V:C�aH�kManage ment M