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HomeMy WebLinkAboutORANGE COUNTY UNITED WAY (8)INSURANCE ON FILE N WORK MAY PROCEED UNTIL INSURANCE EXPIRES A-2021-048 `" 10. 1. CLERKOFCOUNCIL DATE: HOMELESS EMERGENCY AID PROGRAM SUBCONTRACTOR AGREEMENT BETWEEN THE CITY OF SANTA ANA AND (kyrl E%hers, % ORANGE COUNTY UNITED WAY THIS GRANT AGREEMENT ("HEAP Agreement"), is hereby made and entered into this April 6, 2021, by and between the City of Santa Ana, a public body, corporate and politic ("Contractor"), and Orange County United Way, 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. $184,544.29 in HEAP grant funds must be used to establish or expand services meeting the needs of homeless youth or youth at risk of homelessness. Subcontractor has partnered with Santa Ana Housing Authority to engage approximately 14 youth applicants eligible for Foster Youth to Independence (FYI) vouchers beginning April 1, 2021. Subcontractor operates the WelcomeHomeOC Program which matches voucher holders with available units. HEAP grant funds will be used to incentivize property owners to rent to the homeless youth voucher holders. D. 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. E. Subcontractor represents that it has the requisite qualifications, expertise, and experience in the provision of the Program and is willing to use said HEAP funds to operate said Program. 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 1 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, in accordance with the Scope of Work attached hereto as Exhibit B. MINEE020M 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. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $184,544.29 in HEAP funds from the State of California to be expended by June 30, 2021 to establish or expand services meeting the needs of homeless youth or youth at risk of homelessness. Contractor shall make payments to Subcontractor based on reimbursement of expenses, as detailed in Exhibit B, up to the maximum amount of eligible funding. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit invoices (on or before the 15w day of April, May and June) 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. Contractor shall pay such invoices within thirty (30) days after receipt thereof, 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 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 landlord incentives for the WelcomeHomeOC program 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. 2 4. RESERVED 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: 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. Subcontractor shall supply Contractor with a folly 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 termination. 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 s 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 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 represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. 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 ackriowledges 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 6 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. 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. 7 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: Becks Heyhoe Executive Director United to End Homelessness Orange County United Way 18012 Mitchell South Irvine, CA 92614 (949)263-6112 beeksh@unitedwayoc.org 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} I., A-2021-048 IN WITNESS WHEREOF, the parties hereto have executed this HEAP Agreement on the date and year first written above. � _11 a�A �1 �1 SY 1' Counril APPROVED AS TO FORM SONIA R. CARVALHO Gener un �l Be RY O ODGE Asst ant ounsel THE CITY OF SANTA ANA W GE M City Manager I ORANGE COUNTY UNITED WAY A-::3 Pl/� - usan B. Parks President & Chief Executive Officer EXHIBIT A HEAP Agreement Number 18-HEAP-00007 10 STATE OF CALIFORNIA AGREEMENT SUMMARY STD 215 (Rev. 0812017) ❑ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED AGREEMENT NUMBER AMENDMENTNUMBER 18-HEAP-00007 1. CONTRACTOR'S NAME 2. FEDERAL LD. NUMBER City of Santa Ana N/A 3. AGENCY TRANSMITTING AGREEMENT 4. DIVISION, BUREAU, OR OTHER UNIT 5. AGENCY BILLING CODE Business, Consumer Services and Housing Agency Homeless Coordinating and Financing Council N/A 6a. CONTRACT ANALYST NAME 6b. EMAIL 6c. PHONE NUMBER Daniel Castillo danlel.castillo@bcsh.ca.gov (916) 651.2788 7. HAS YOUR AGENCY CONTRACTED FOR THESE SERVICES BEFORE? ONo E]Yes (If Yes, enterprior Contractor Name and Agreement Number) PRIOR CONTRACTOR NAME PRIOR AGREEMENT NUMBER 8. BRIEF DESCRIPTION OF SERVICES Contract is for the provision of shelter and services to address homelessness. 9. AGREEMENT OUTLINE (include reason for Agreement: Identify specific problem, administrative requirement, program need or other circumstances making the Agreement necessary, include special or unusual terms and condkions.) 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 SB 850 (Chapter 48, Statutes of 2018), the State 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. 10. PAYMENT TERMS (More than one may apply) Monthly Flat Rate ❑ Quartedy © Itemized Invoice 0 Withhold Reimbursement Revenue Q Other (Explain) 11. PROJECTED EXPENDITURES d© One -Time Payment ❑ Progress Payment Ej Advanced Payment Not To Exceed or % FUND TITLE ITEM FISCAL YEAR CHAPTER STATUTE PROJECTED EXPENDITURES General Fund 0515-101-0001 2018-19 29 2018 $3,690,885.84 OBJECT CODE 5432000- Grants & Subventions -Governmental AGREEMENTTOTAL $3,690,885.84 OPTIONAL USE AMOUNT ENCUMBERED BY THIS DOCUMENT $3,690,885.84 PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT l certify upon my own personal knowledge that the budgeted funds for the current budget year are av dable for the period and purpose of the expenditure stated above. TOTAL AMOUNT ENCUMBERED TO DATE $3,690,885.84 ACCOUNTU,to P ICER'S SIGNATURE ACCOUNTING OFFICER'S NAME (Print or Type) DATE SIGNED STATE OF CALIFORNIA — — AGREEMENT NUMBER AMENDMENT NUMBER AGREEMENT SUMMARY 9 S-HEAP-00007 STD 215 (Rev. 08/2017) 12, AGREEMENT AGREEMENT TERM FROM TERM THROUGH TOTALCOSTBID, THIS TRANSACTION SOLE SOURCE, EXEMPT Original 8/31/2021 EXEMPT Amendment 1 Amendment 2 TOTAL Request for Proposal (RFP) (Attach)ustlficatton If secondary method is used) Q Use of Master Service Agreement © Invitation for Bid (IFB) ❑ Exempt from Bidding (Give authodty for exempt status) ❑ Safe Source Contract (Attach STD, 821) 0 other (Explain) Authorizing legislation provides a predetermined allocation of funds. Note._ Proof of advertisement In the State Contracts Register oren approved form STD. 821, Contract Advertising Examptlon Requaat must be attached 14. SUMMARY OF BIDS (List ofbidders, bid amount and smelt buslne&a status) (If an amendment, sole source, or exempt leave blank) N/A 15. IF AWARD OF AGREEMENT IS TO OTHER THAN THE LOWER BIDDER, EXPLAIN REASON(S) titan amendment, sole source, arexampt, leave blank) N/A 16. WHAT IS THE BASIS FOR DETERMINING THAT THE PRICE OR RATE IS REASONABLE? N/A 17a. JUSTIFICATION FOR CONTRACTING OUT (Check one) Contracting out is based on cost savings per Government Code Contracting out Is justified based on Government Code 19130(b). When this box . ❑ 19130(a). The State Personnel Board has been so notified. ❑ is checked, a Completed JUSTIFICATION - CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 547.60 must be attached t0 this document. Q Not Applicable(Interagency/ Public Works l Other ) 17b. EMPLOYEE BARGAINING UNIT NOTIFICATION ❑ By checking this box, I hereby certify compliance with Government Code section 19132(b)(1). AUTHORIZED SIGNATURE SIGNER'S NAME (Pdnt or Type) DATE SIGNED N/A NIA NIA FOR AUREEMENTS IN EXCESS OF $5,000. Has the loll been reported to the Department of Fair Employment and [:]No ❑ Yes ❑✓ WA 19. HAVE CONFLICT OF INTEREST ISSUES BEEN IDENTIFIED AND RESOLVED L , ❑ No Yes ❑ NIA IS AS REQUIRED BY THE STATE CONTRACT MANUAL SECTION 7.10? Np ❑Yes N/A 23. S THIS A SMALL BUSINESS NI ANDIS 20, FOR CONSULTING AGREEMENTS: Did you review any 1 DISABLED VETERAN BUSINESS contractor evaluations on file with the DOS Legal Once? ❑ None on file ❑ No ❑ Yes Q NIA CERTIFIED BY rER 21. IS A SIGNED COPY OF THE FOLLOWING ON FILEAT YOUR AGENCY FOR THIS CONTRACTOR? ❑ No ❑ Yes A, Contractor Cemdieation Clauses B. STD 204 Vendor Data Record ElNo ❑ Yes Q WA. ❑ No ❑ Yes ❑ N/A SBIbVBE CentflcN/A Number: N/A 24. ARE DISABLED VETERANS BUSINESS ENTERPRISE GOALS REQUIREQ? (If an amendment, explain changes If any) ❑ No (Explain below) ❑ Yes _% of Agreement N/A 25. IS THIS AGREEMENT (WITH AMENDMENTS) FORA PERIOD OF TIME LONGER THAN THREE YEARS? No ❑ Yes tlf Yes, provide justification below) N/A 1 certify that all copies of the referenced Agreement wilt conform to the original agreement sent to the Department of General Services. SIGN RE NAMEfrITLE (Print or Type) JDATESIGNED/ g jAnna POCIZyn, Starf Services Manager 1I l r STATE OF CAUFORNIA - DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENTNUMBER PURCHASING AUTHORITY NUMBER (if applicable) STD 213 (Rev. 10/2018) 18-HEAP-00007 1 This Agreement is entered Into between the Contracting Agency and the Contractor named below: CONTRACTING AGENCY NAME BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTOR NAME The City of Santa Ana 2. The term of this Agreement is: START DATE Upon BCSH Approval THROUGH END DATE 10/31/2021 3. The maximum amount of this Agreement is: $ 3,690,885.84 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. EXHIBITS TITLE PAGES ExhibltA Scope of Work B Exhibit B Budget Detail and Payment Provisions B Exhibit C Terms and Conditions 9 Exhibit Special Terms and Conditions 1 ..... .__.._....... .................,,,„,,,,,,,,.,—yrnaaeparrormisagreement asitattached hereto. These documents can be viewed of www.dgs.co.gov/ols/resources/standardcontractlanguage,aspx IN WITNESS WHEREOF, THISAGREEMENT HAS BEEN EXECUTED By THE PARTIES HERETO. CONTRACTOR —4 I�11 I. IVIL i„ ou,c, amn an a,u viauai, scare wnemer a corporation, partnership, etc.) The City of Santa Ana CONTRACTOR BUSINESS ADDRESS CITY - STATE ZIP 20 Civic Center Plaza, M-26 Santa Ana CA 011M PRINTED NAME OF PERSON SIGNING TITLE Robert Cortez Deputy City Manager CONTRACTOR AU IZE SIGN .UBE DATE SIGNED �-�s""f STATE OF CONTRACTING AGENCY NAME - — BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTING AGENCY ADDRESS CITY STATE ZIP 915 Capitol Mall, Suite 350-A Sacramento CA 95814 PRINTED NAME OF PERSON SIGNING TITLE Alexis Podes%-., Agency Secretary Services AP@TtC99GED AS TO FORM 7 M. Fungi, Ar®i®f�tet City Attorney Pacle 1 of 1 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 3 EXHIBIT A AUTHORITY PUREQagAMqAgCgeKjQEj8tgM Homeless EmergencyAid Pro ram HEAP 1, Authori 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 SIB 850 (Chapter 48, Statutes of 2018), the State has established the Homeless Emergency Aid Program ("HEAP" or "the Program" or "the grant'). The Program is administered by the California Homeless Coordinating and Financing Council ("Council") in the Business, Consumer Services and Housing Agency ("Agency"). HEAP provides one-time flexible block grant funds to Administrative Entities as defined in the September 5, 2018 HEAP Notice of Funding Availability (NOFA) and Large Cities to address their immediate homelessness challenges. This Standard Agreement along with all its exhibits ("Agreement") is entered into by the Agency and an Administrative Entity or Large City ("Contractor") under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Contractor agrees to comply with the terms and conditions of the Agreement, the Notice of Funding Availability ("NOFA") under which the Contractor applied, the representations contained in the Contractor's application, and the requirements of the authority cited above. 2. Puraos® The general purpose of the Program is to provide one-time block grant funding to address the immediate emergency needs of homeless individuals and individuals at imminent risk of homelessness in the service area of each Contractor. In accordance with the authority cited above, an application was made by the Contractor for HEAP funds to be allocated for eligible uses under the grant, which include, but are not limited to, the following: services, rental assistance or subsidies, capital improvements and homeless youth activities. 3. Definitions Terms herein shall have the same meaning as the definitions set forth in the HEAP NOFA. 4. Scope of Work The Scope of Work ("Work") for this Agreement shall include one-time uses that are consistent with 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 SB 850 (Chapter 48, Statutes of 2018), for eligible uses, which include, but are not limited to, one or more of the following: Homeless Emergency Aid Program Contractor's Initials K C NOFA Date: 09/0612018 City of Santa Ana 18-HEAP-00007 Page 2 of 3 Standard Agreement EXHIBIT A A. Services, B. Rental Assistance or Subsidies, C. Capital Improvements, D. Homeless Youth Set -Aside, E. Administrative Costs, and F. Other 4. Anencv Contract Coordinator The Agency's Contract Coordinator for this Agreement is the Council's HEAP Grant Manager or the Grant Manager's designee. Unless otherwise instructed, any notice, report, or other communication requiring Contractor signature for this Agreement shall be mailed by first class mail to the Agency Contract Coordinator at the following address: Business, Consumer Services and Housing Agency Attn: Homeless Emergency Aid Program Grant Manager 915 Capitol Mall, Suite 350-A Sacramento, CA 96814 S. Contractor's Contract Coordinator The Contractor's Contract Coordinator ("Authorized Representative") for this Agreement is listed below. Unless otherwise informed, any notice, report or other communication required by this Agreement will be mailed by first class mail to the Contractor's Contract Coordinator at the following address: Contractor's Hafsa Kaka, Authorized Homeless Services Manager Representative Name: 20 Civic Center Plaza, M-26 Address: Santa Ana, CA 92701 Phone: (714) 6404245 Email: Hkaka@santa-ana.org Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Page 3 of 3 Standard Agreement EXHIBIT A 6. Effective Date, Term of Agreement and Deadlines A. This Agreement is effective upon approval by the Agency (indicated by the signature provided by Agency in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties. B. All HEAP grant funds must be at least fifty percent contractually obligated by January 1, 2020. One hundred percent of Program funds must be expended by June 30, 2021. Any funds not expended by that date shall be returned to the Agency and will revert to the General Fund (See Health and Safety Code Section 50215). 7. Special Conditions Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure the goals of the Program are achieved. Homeless Emergency Aid Program NOFA Date; 09/06/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 3 EXHIBIT B BUDGET DETAIL AND PAYMERIT PROVISIONS Homeless Emeroencv Aid F?r®gram fHEAPI I. Budoet Detail The Contractor agrees that HEAP funds shall be expended on one-time uses that address immediate homelessness challenges. Consistent with the application submitted by the Contractor on September 28, 2018, the Business, Consumer Services and Housing Agency ("Agency") shall award funds in the form of a grant for the following eligible activities: A. Capital Improvements: $3,321,797.26 B. Services: $O.OQ C. Rental Assistance or Subsidies: $0.00 D. Homeless Youth Set -Aside: $184,544.29 E. Administrative Costs: $184,544.29 F. Other: $0.00 Total HEAP Award Amount: $3,690,885.84 2. General Conditlons Prior to Disbursement General Requirements — All Contractors must submit the following forms prior to HEAP funds being released: A. Request for Funds Form (RFF), B. Four original copies of the signed STD. 213 form and initialed Exhibits A through D, and C. Any other documents, certifications, or evidence requested by Agency as part of the HEAP application. 3. Expenditure of Funds Specific requirements and deadlines for contractually obligating and expending awarded funds are defined in the HEAP statutes. Health and Safety Code Sections 50214 and 50215 mandate the following: A. No more than five (5) percent of HEAP funds may be used for administrative costs related to the execution of eligible activities. B. No less than five (.5) percent of HEAP funds shall be used to establish or expand services meeting the needs of homeless youth or youth at risk of homelessness. C. No less than 50 percent of HEAP funds shall be contractually obligated by January 1, 2020. D. One hundred percent of HEAP funds shall be expended by June 30, 2021. Homeless Emergency Aid Program Contractor's Initials NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 3 EXHIBIT B E. Any funds not expended by June 30, 2021 shall be returned to Agency and will revert to the General Fund. Homeless,Coordinating and Financing Council ("Council") staff will provide ongoing technical assistance and training to support Contractors in successfully complying with these requirements and deadlines. HEAP funds may not be obligated and expended prior to the effective date of this Agreement or prior to Contractor's receipt of HEAP funds, whichever date is later, even if it is for an eligible use under the statute, Program funds shall be expended in compliance with the requirements set forth in Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other relevant provisions established under SB 850, the NOFA, and this Agreement. 4. Disbursement of Funds HEAP funds will be.disbursed to the Contractor upon receipt, review and approval of the completed RFF by Agency, which will then forward the RFF to the State Controller's Office ("SCO") for a check to be issued. The RFF must include the proposed activities and amount of funds proposed for expenditure under each eligible use. HEAP funds will be disbursed in a single allocation once the RFF has been received by the SCO. S. Budget Changes After the effective date of this Agreement, the Contractor agrees that no changes shall be made to the Contractor's HEAP budget, funded homeless service providers ("subrecipients"), or eligible activities listed in the RFF without first obtaining approval from Agency. Any changes to this Agreement must be requested by the Contractor in writing through submission of a Change Request Form. Changes must be approved in writing by Agency. 6. Inei' ibis Costs HEAP funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in Health and Safety Code Section 50214. Agency reserves the right to request additional information and clarification to determine the reasonableness and eligibility of all costs to be paid with funds made available by this Agreement. If the Contractor or its funded subrecipients use HEAP funds to pay for ineligible activities, the Contractor shall be required to reimburse these funds to Agency. Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 3 of 3 EXHIBIT B A. An expenditure which is not authorized by this Agreement, or which cannot be. adequately documented, shall be disallowed and must be reimbursed to Agency by the Contractor. B. Expenditures for activities not described in Exhibit A or Paragraph 1 above shall be deemed authorized if the activities are consistent with Health and Safety Code Section 50214 and such activities are included in the approved RFF or are approved in writing by Agency prior to the expenditure of funds for those activities. C. Agency, at its sole and reasonable discretion, shall make the final determination regarding the allowability of expenditures of HEAP funds. D. Program funds shall not be used for overhead or planning activities, including Homeless Management Information Systems or Homelessness Plans. 7. Admi istrative Costs The Contractor must comply with Health and Safety Code Section 50214, which limits administrative costs related to the execution of eligible activities to no more than five percent of HEAP funds. For purposes of this Program, "administrative costs" does not include staff costs directly related to carrying out the eligible activities described in Paragraph 1 of this Exhibit. Homeless Emergency Aid Program NOFA Date: 09/05/201 B City of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 9 EXHIBIT C TERMS AND CONDITIONS Nameless Erneraencv Aid Program fHEAP1 1. Effective Data. Commencement of Work„and Completion Dates A. This Agreement is effective upon approval by Agency, which Is indicated by the signature provided by Agency in the lower left-hand corner of page one, Standard Agreement, STD. 213, when signed by all parties, Contractor agrees that the work shall. not commence, nor any costs to be paid with HEAP funds be incurred or obligated by any party, prior to execution of this Agreement by Agency and the Contractor, or prior to Contractor's receipt of HEAP funds, whichever date is later. Contractor agrees that the work shall be completed by the expenditure date specified in Exhibit A, Paragraph 6. B. Contractor must contractually obligate no less than So percent of HEAP funds by January 1, 2020.One hundred percent of HEAP funds shall be expended by June 30, 2021. Any funds not expended by June 30, 2021 shall be returned to Agency and revert to the General Fund. "Obligate" means that the Contractor has placed orders, awarded contracts, received services, or entered similar transactions that require payment from the grant amount. In the case of an award made to a general purpose local government that subcontracts with private nonprofit organizations via letters of awards and Service Provider Agreements, the Subcontractors are required to obligate the funds by the same statutory deadlines. "Expended" means all HEAP funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. C. Contractor and its Subcontractors agree that the work shall be completed by the expiration date specified in Exhibit A, Paragraph 6 and that the Scope of Work will be provided for the full term of this Agreement. 2. Sufficiency of Funds and Termination A. Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Contractor. Cause shall consist of, violations of any terms or conditions of this Agreement, or any breach of contract as described in Paragraph 7; violation of any Federal or. State Laws or. Regulations; orwithdrawal of Agency's expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by Agency, any unexpended funds received by the Contractor shall be returned to Agency within thirty days of the Notice of Termination. B. This Agreement is valid and enforceable only if sufficient funds are made available to Agency by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other Homeless Emergency Aid Program Contractor's Initials NOFA Date; 09/05/2018 . City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 9 EXHIBIT C laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner, 3. Transfers Contractor may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except with the prior written approval of Agency and a formal'amendment to this Agreement to affect such subcontract or novation. 4. Contractor's Application for Funds Contractor has submitted to Agency an application for HEAP funds to provide urgently needed emergency assistance to homeless people in communities with a declared shelter crisis or applicable waiver'as authorized by Health and Safety Code Section 50212(b). Agency is entering into this Agreement on the basis of, and in substantial reliance upon, Contractor's facts, information, assertions and representations contained in that Application, and in any subsequent modifications or additions thereto approved by Agency. The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement. Contractor warrants that all information, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of Contractor's knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect Agency approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Agency may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof. 5. Reporting/Audits A. The Contractor shall submit an annual report to Agency on forms provided by Agency, by January 1, 2020 and January 1, 2021. If the Contractor fails to provide such documentation, Agency may disencumber any portion of the amount authorized by this Agreement with a 14-day written notification. The Contractor shall also submit a final report by September 30, 2021, B. The annual report shall contain a detailed report containing the following: 1. Amounts awarded to subrecfplents with activity(ies) identified. 2. Contract expenditures. 3. Unduplicated number of homeless persons or persons at imminent risk of homelessness served. Homeless Emergency Ald Program NOFA Date: 09/06/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 3 of 9 EXHIBIT C 4. Number of instances of service (defined in September 5, 2018 HEAP NOFA. 5, Increases in capacity for new and existing programs. 6. The number of unsheltered homeless persons becoming sheltered. 7. The number of homeless persons entering permanent housing. Breakdowns will be expected for each activity (i.e. services, capital improvements, rental assistance, etc.) and program type (i.e. emergency shelter, rapid re -housing, outreach, etc.) for the supplemental reporting requirements listed above, when applicable, The same information will also be requested specifically for the following subpopulations, based on priorities defined by the U.S. Department of Housing and Urban Development (HUD): 1. Chronically homeless 2. Homeless veterans 3. Unaccompanied homeless youth 4. Homeless persons in families with children Counts by subpopulation will not be required in cases where that information Is unavailable, but it is expected in cases where client information is entered in a Homeless Management Information System (HMIS). Additional breakdowns for other subgroups (e.g. race, ethnicity, disability status, etc.) are optional, if the Contractor chooses to include them. The Contractor will also be asked to comment on the following: 1. Progress made toward local homelessness goals. 2. The alignment between HEAP funding priorities and "Housing First" principles adopted by the Homeless Coordinating and Financing Council 3. Any other effects from HEAP funding that the CoC or large city would like to share (optional). C. Agency reserves the right to perform or cause to be performed a financial audit. At Agency request, the Contractor shall provide, at its own expense, a financial audit prepared by a certified public accountant. HEAP administrative funds may be used to fund this expense. 1, If a financial audit is required by Agency, the audit shall be performed by an independent certified public accountant. 2. The Contractor shall notify Agency of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by Agency to the independent auditor's working papers. 3. The Contractor is responsible for the completion of audits and all costs of preparing audits. 4. If there are audit findings, the Contractor must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of the Homefess Emergency Aid Program NOPA Date: 09/0612018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 4 of 9 EXHIBIT C audit finding report. 6. Retention and lnsnection of Records A. The Contractor agrees that Agency or its designee shall have the right to review, obtain, and copy all records and .supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide Agency or its designee, with any relevant information requested. The Contractor agrees to permit Agency or its designee access to Its premises, upon reasonable notice, during normal business hours For the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other materials that may be relevant to a matter under investigation for the purpose of determining compliance with the Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other applicable requirements established under SIB 850, HEAP programguidance document published on the website, and this Agreement. B. The Contractor further agrees to retain all records described in Paragraph A for a minimum period of five (5) years after the termination of this Agreement. 1. If any litigation, claim, negotiation, audit, monitoring, inspection or other action' has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it. 7. Breach and Remedies A. The following shall each constitute a breach of this Agreement: 1. Contractor's failure to comply with the terms or conditions of this Agreement. 2. Use of, or permitting the use of, HEAP funds provided under this Agreement for any ineligible activities. 3. Any failure to comply with the deadlines set forth in this Agreement. B. In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement, Agency may: 1, Bar the Contractor from applying for future HEAP funds; 2. Revoke any other existing HEAP award(s) to the Contractor; 3. Require the return of any unexpended HEAP funds disbursed under this Agreement; 4. Require repayment of HEAP funds disbursed and expended under this Agreement; 5. Require the immediate return to Agency of all funds derived from the use of HEAP funds including, but not limited to recaptured funds and returned funds; Homeless Emergency Aid Program NOFA Date: 09106/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 5 of 9 EXHIBIT C 6. Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with HEAP requirements; and 7, Seek such other remedies as may be available under this Agreement or any law. 8. All remedies available to Agency are cumulative and not exclusive. 9. Agency may give written notice to the Contractor to cure the breach or violation within a period of not less than 15 days. 8. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of Agency to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce these provisions. 9. Nondiscrimination During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Contractors and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor or subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code seetion12990 (a-f) at seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 10.Conflict of Interest All participants are subject to State and Federal conflict of interest laws. Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Applicable statutes include, but are not Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 6 of 9 EXHIBIT C limited to, Government Code section 1090 and Public Contract Code, sections 10410 and 10411, for State conflict of interest requirements. A. Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial Interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent contractor with any State agency to provide goods or services. B. Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision -making process relevant to the contract while employed in any capacity by any State. agency. For the twelve-month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy -making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. C. Employees of the Contractor: -Employees of .the Contractor shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the California Political Reform Act, Government Code section 87100 et seq. 11. Drua-Free Workplace Certification Certification .of Compliance: By signing this Agreement, Contractor, and its subcontractors, hereby certify, under penalty ,of perjury under the laws of State of California, compliance with the requirements of the Drug -Free Workplace Act of 1990 (Government Code 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions: A. Publish a statement notifying employees and subcontractors that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, contractors, or subcontractors for violations, as required by Government Code section 8355(a)(1). B. Establish a Drug -Free Awareness Program, as required by Government Code section 8355(a)(2) to inform employees, contractors, or subcontractors about all of the following: 1. The dangers of drug abuse in the workplace, Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 7 of 9 EXHIBIT C 2. Contractor's policy of maintaining a drug -free workplace, 3. Any available counseling, rehabilitation, and employee assistance programs, and 4. Penalties that may be imposed upon employees, contractors, and subcontractors for drug abuse violations. C. Provide, as required by Government Code section 8355(a)(3), that every employee and/or subcontractor who works under this Agreement: 1. Will receive a copy of Contractor's drug -free policy statement, and 2. Will agree to abide by terms of Contractor's condition of employment or subcontract. 12.Child Sunaort Compliance Act For any Contract Agreement in excess of $100,000, the Contractor acknowledges in accordance with Public Contract Code 7110, that: A. The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and B. The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 13. Special Conditions — Contractors/Subcontractor The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Agency prior to disbursement of funds. The Contractor shall ensure that all Subcontractors are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HEAP funds. Failure to comply with these conditions may result in termination of this Agreement. A. The Agreement between the Contractor and any Subcontractor shall require the Contractor and its Subcontractors, if any, to: 1. Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. 2. Maintain at least the minimum State -required worker's compensation for those employees who will perform the work or any part of it. Homeless Emergency Ad Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 8 of 9 EXHIBIT C 3. 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 Contractor or any Subcontractor in performing the Work or any part of it. 4. Agree to include all the terms of this Agreement in each subcontract. 14, Compliance with State and Federal Laws Rules Guidelines and Regulations The Contractor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the HEAP program, the Contractor, Its Subcontractors, and all eligible activities. Contractor shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Contractor shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Contractor shall provide copies of permits and approvals to Agency upon request. 15. Inspections A. Contractor shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal, State and/or local requirements, and this Agreement. B. Agency reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal, State and/or local requirements, and this Agreement. C. Contractor agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subreciplent or Subcontractor until it is corrected. 16, Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Agency, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. Homeless Emergency Aid Program NOFA pate: 09/05/2018 City of Santa Ana t 8-HEAP-00007 Standard Agreement Page 9 of 9 EXHIBIT C B. The Contractor shall notify Agency immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or Agency, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Agency, Homeless Emergency Aid Program NOFA Date; 09/06/2018 City of Santa Ana 18-HEAP-00007 Page 1 of 1 Standard Agreement Exhibit SPECIAL TERM[I AND CONDITIONS Homeless Emeraencv Ald Program (HEAP) All proceeds from any interest -bearing account established by the Contractor for the deposit of HEAP funds, along with any Interest -bearing accounts opened by Subrecipients to the Contractor for the deposit of HEAP funds, must be used for HEAP -eligible activities. Consistent with Health and Safety Code Section 50214 (b), no more than five (5) percent of these proceeds may be used for general administrative purposes. At least five (5) percent of these proceeds must be allocated to establishing or expanding services for homeless youth, as defined in HEAP Program documents. Any housing -related activities funded with HEAP funds, including but not limited to, emergency shelter, rapid -rehousing, Permanent supportive housing must b Homeless Emergency Aid Program NOFA Date: 09/05/2018 e Contractor's Initials IC— EXHIBIT B SCOPE OF WORK Subcontractor will utilize $184,544.29 in HEAP funds to support Orange County United Way's WelcomeHomeOC landlord incentive program in housing the Santa Ana Housing Authority's Foster Youth to Independence (FYI) voucher holders. WelcomeHomeOC helps homeless individuals with rental vouchers to secure housing in private market apartments with the goals of (1) increasing available rental units through landlord outreach, engagement and incentives, (2) reducing the length of time between voucher issuance and lease up, (3) assisting PHA's to increase voucher lease up success rate and (4) permanently housing homeless households. HEAP will support incurred costs related to supporting the new FYI voucher holders including security deposits, furnishings, application fees, holding fees, moving costs, utility deposits, renter's insurance, property owner bonuses, and mitigation which is estimated to cost approximately $15,000 per voucher holder. Contractor shall make payments to Subcontractor based on reimbursement of incurred costs for each FYI voucher leased, up to the maximum amount of eligible funding. Subcontractor will provide invoices to the Contractor. 11 EXHIBIT C BUDGET *� <` =,U11;ta�ndHoinelts��e�a Weioorte�io�QiGBud tr�tiAFYi � ��... , k Housino and Landlord Incentive Expenses Sec& ity Deposits Detail fast for 14 2 months x 41700 (ave 1 bedmom)=$34NMH $ 47,600 potation Fees $MRH $ 630 Unit Holding Fees WOO average holding feWUH $ 30,800 Basic Fumisbings $2300 (refrigerator, tied, bedding, table, seafngyHH $ 32200 Moving CostdFlexible Funding Moving costs, dDrage costs,. Am housing stabd'aa%n costs $ 12,087 Renters insurance $1451HH $ 2,030 Property Owner Bonuses $500 bonus for signing leawtHH $ 7,UW Mitigation Fund $3,000MHfw 10%ofHH owt ndmed dw to upediomyerexpmdiumsl $ Total Housing and Landlord Incentive Fxpenses $ 132,347 Supportive Services Expenses Case Management Case management and referrals fm one yew Funded Total Supportive Services Expenses $ - Pronraor Expenses Housing Na*anordPlacerwnt Salanes, Benefits, and Paym@Taws @$1780iHH $ 24,920. Program Implementation Outreach to bndbrds, marketing, ff support @ $750MH $ 10,5DO Total Program Expenses $ 35.420 Subtotal $ 167,767 IndinectfAdminstrativeCosts (I0%) $ 16,771 12 ® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 4/14/2021 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 (OC) Heffernan Insurance Brokers 18004 Sky Park Circle, Suite 210 Irvine CA 92614 CONTACT PHONE FAX • 949-771-3400 Alc Nei 949-771-3401 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A: Philadelphia Indemnity Insurance Company 18058 License* 0564249 INSURED ORANCOU-05 INSURER B : Orange County's United Way 18012 Mitchell South INSURER C: INSURER D: Irvine CA 92614-6008 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 12483637 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 TYPE OF INSURANCE ADDL INSD SUBR Me POLICY NUMBER POLICY EFF MM/DO/YYYY) POLICY EKE (MWDDfYYYYJ LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE MOCCUR Y PHPK2202136 11/l/2020 11/1/2021 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $ 20,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLI ES PER: PRO - X POLICY JECT F7 LOG OTHER: GENERALAGGREGATE $2,000,000 PRODUCTS - COMPIOP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PHPK2202136 11/1/2020 11/112021 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY I NJURY(Par person) $ Per eccitlent BODILY INJURY ( ) $ X PROPERTY DAMAGE Per accident $ $ A X UMBRELLALIAB EXCESS LIAR X OCCUR CLAIMS -MADE PHUB744991 11/1/2020 1111/2021 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DID X RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED9 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS be. N/A PER OTH- STATUTE ER EL. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 401, Additional Remarks Schedule, may be attached if more space is required) Re: Agreements With the City of Santa Ana. Cit� of Santa Ana, officers, agents, employees, representative and volunteers are included as an additional insured (primary and non-contributory) on General Liab Ilty policy per the attached endorsements, if required. Cancellation notice endorsement on the General Liability policy Is attached. This Certificate replaces and supersedes all previously Issued certificates. TE HOLDER City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 988.2015 ACORD CI ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD omw lUekhlknkgemenntDi�Mton REVIEWED &aAPPPIR,OV}ED BY.' 1 , i`i Y4SFlLAfF{ RnI Management Analyst Francine R. Dlyttally signed by flznaloeR ollsool T VIIIpICQI ua p ,5"5 3' ' p A CERTIFICATE OF LIABILITY INSURANCE IliAcctik', 2402345 DATE(MMIDDIYYYY) 4/14/2021 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(les) 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 LOCkton Companies, LLC 3657 Briarpark Dr., Suite 700 Houston, TX 77042 CONTACT 888-628-8365 PHONE FAX A/c No: E-MAIL ODRE55: INSURERS AFFORDING COVERAGE NAIC# INSURER A; Ace American Insurance Co. 22667 INSURED ORANGE COUNTY'S UNITED WAY INSURER B; INSURER C ; ORANGE COUNTY UNITED WAY 18012 MITCHELL S IRVINE, CA 92614.6008. INSURER 0: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 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. ILTR TYPE OF INSURANCE ADDL IRM SUER POLICY NUMBER POLICY EFF MMIDD/YYVY POLICY EXP MM/ODIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ DAMAGE TORENTED PREMISES Eaoccurrence $ GEN'L MED EXP(Any one person) $ PERSONAL B ADV INJURY $ AGGREGATE LI MIT APPLIES PER: POLICY JEOT LOC OTHER: G ENERAL AGGREGATE $ PRODUCTS - COMP/OPAGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Par parson) $ BODILY INJURY Per aciident ( ) $ PROPERTY DAMAGE Pereccident $ UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETORIPARTNEIVEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA C68751949 1071 /2020 1011/2021 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) HEAP Suboartrector Agreement with Orange County United Way for Landlord Incentive Program for Foster Youth to Independence Housing Voucher Holders CERTIFICATE HOLDER CITY OF SANTA ANA RISK MANAGEMENT DIVISION 20 CIVIC CENTER PLAZA SANTA ANA , CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD d ma., KWXMAnB$YlNelit UlNelon 3'"%� ,�i ggREVIEWED&(pA�P+P+,R,O/VAEOBYgp: MI '� Risk Managereem Analyst PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 04/22/2019 Name of Person or Organization (Additional Insured): City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 SECTION II — WHO IS AN INSURED is amended to include as an additional Insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organizatlon(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of Insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 4 of 4 Wait MangpmntDhisim Includes copyrighted material of Insurance Services Office, Inc., with its pei BanexED&APPRwmBY: Risk Management Analyst Policy Number: PHPK2202136 PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments— Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment— Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement —Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured— Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured— Grantor of Permits Included 8 Additional Insured — Vendor Included 8 Additional Insured — Franchisor Included 9 Additional Insured — When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company ter. 1imkManx�nne irn vtdon r @Ren D&rA�PM,It By. tawd `�--��--� Ruk Muiageinent Annlpst PI-GLD-HS (10111) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury— includes Mental Anguish Included 11 Personal and Advertising Injury— includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company „ WekTtanvgmenEt kialon r kk REUIE D&APPROVEDBY.' Ruk AAanagement AnalyFt PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraphj. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V — DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (11) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company r°'�F xlekntnr,egnnrnru[viaNn REVIE D&APPRMMBY: RUMP NMManagement Analyst PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit' seeking damages, "investigation," or "civil proceeding' to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. 'Investigation' means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company }„_ate, FAk MRnagernaatDhb[ n $('F< Ren�e+�o&Arvawmar. Rick Management Analyat PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION 1— COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1,000 a day because of time off from work. J. 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. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company gz„+ wak�tixVWM g/ f4 REVIEWED&APPRWMBY; ;s`p4m r,� R, 1r 2fan4sk RM Mpnage,n�nt Abalyri PI-GLD-HS (10111) K. Key and Lock Replacement —Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees', "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client' for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client' means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee" c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company ruw, , wekagemedtowon " 4. @(FREMI &AP+P,R1 IW,m BY}: 1 `0I C"1Z ryh, Y Fl8R4 Ai� rzizktRawgcmentAnnlyzt PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators —Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. 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 you 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. c. 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. d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) 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. e. Home Care Providers —At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. 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: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. 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 person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company RIAMmage totmslon { I R+wn D & APmcym By.. (' 'P f''A4aC " k.. Vd" ARMIN Risk ManagemcgtAnalyst PI-GLD-HS (10/11) 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. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors — 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: (1) The insurance afforded the vendor does not apply to: (a) "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; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) 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; (a) 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; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company �M,o MakMowgxmrnMM91m A aene.GEo&APPROVED sr IUxk Mana gementMalysl PI-GLD-HS (10/11) (g) 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 (h) "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: (i) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) 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. (2) 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. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. 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 I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury, "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its peril © 2011 Philadelphia Indemnity Insurance Company �,..e Rlala Manognmmt DlvLfon ya RRwiamo&APPR6 BY: �-= MkA9anagcimnt.An,alyst PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) 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. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: 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. 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 (3) An executive officer or insurance manager, if you are a corporation. N. 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. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company �,, w"kMvwg�LD m 44 REoI o&AraRovm RY: r Rtzk kranagenrnt Ana" PI-GLD-HS (10/11) 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. P. 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. Q. Bodily Injury— Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury' means: a. 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. R. 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 by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per ©2011 Philadelphia Indemnity Insurance Company wPknu urnn�� .t REVIEWED &APPROVED BY: A kuk Alana�Cmen[Wuilyi4 PI-GLD-HS (10111) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its per © 2011 Philadelphia Indemnity Insurance Company �r a, wPk�„rniP� �•,."' �P RENEWED & APPRMM BY: �' RLLk Manageiirent Anr�ys4 PI-CANXAICH-002 (05/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTICE TO SCHEDULED ADDITIONAL INSURED OR CERTIFICATE HOLDER This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART COMMERCIAL CRIME COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART SCHEDULE OF ADDITIONAL INSUREDS OR CERTIFICATE HOLDERS Al or CH Additional Insured or Certificate Holder i Address AI The City of Santa Ana, it's officers, 20 Civic Center Plaza employees, agents, and representatives ISanta Ana, CA 92702 The following is added to A. CANCELLATION of the Common Policy Conditions of the above applicable coverage part: A. In the event we cancel the policy in accordance with the policy's terms and conditions, we will endeavor to mail written notice of cancellation to Additional Insureds or Certificate Holders, shown in the above SCHEDULE within the time frame listed below. However, failure to mail such notice shall impose no obligation of any kind upon us, our agents or representatives. 1. 30 days before the effective date of cancellation if we cancel for any reason other than for non - payment of premium. As respects Additional Insureds, the above cancellation provision applies only when the Additional Insured shown in the above SCHEDULE is added to the policy by a separate additional insured endorsement as the CANCELLATION NOTICE TO ADDITIONAL INSURED OR CERTIFICATE HOLDER does not provide additional insured coverage. Page 1 of 1 w s_y RkkAUn%WAed1)*[on �i oa.y REVIEWED&APPROVED BY: L Fu � *,i )z VXA wd 2uh A7znagementAnalyst