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FAMILIES FORWARD (4)
INSURANCE ON FILE VoOPK MAY PROCEEU A-2020-251-06 N UNIIL INSURANCE EXPIRES 07 01 77 CLERK OF COUNCIL JUL 1 3 2021 DATE AGREEMENT BET\VEEN THE CITY OF SANTA Al\A AND FAMILIES FORWARD FOR USE OF EMERGENCY SOLUTIONS GRANT MiICP III �tlly7C[)T7 CORONAVIRUS (ESG-cv) FUNDs THIS GRANT AGREEMENT, is hereby made and entered into this June � 4 . 2021, by and between the City of Santa Ana, a charter city and municipal corporation Of the State of California, herein called the "CITY", and Families Forward, a California nonprofit organization, herein called the "SUBRECIPIENT". RECITALS: A. On March 27, 2020, a special allocation of Emergency Solutions Grant ("ESG") funds was authorized by the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act', Public Law 116-136, to prevent, prepare for, and respond to the coronavirus ("COVED-19") pandemic. The CARES Act made available an additional $4 billion in Emergency Solutions Grant Coronavirus (°'ESG-CV") funds. Of this amount, the United States Department of Housing and Urban Development ("HUD') immediately allocated $1 billion based on the fiscal year 2020 ESG formula. B. On April 2, 2020, the CITY received notice of an award of $1.727,403 in ESG-CV funds from HUD in response to the COV1D-19 pandemic, C. On June 8, 2020, the CITY received notice of a second award of $11,599,442 in ESG-CV2 funds from HUD in response to the COVID-19 pandemic. For purposes of this Agreement, all ratmds of allocution of ESG-CV funds, including ESG-CV2 funds, shall be referred to as ESG funds. D. The CITY is the recipient of Emergency Solutions Grant ("ESG' funds from the United States Department of Housing and Urban Development ("HUD"), pursuant to subtitle B of title IV of the McKinney-Vento Homeless Assistance Act [42 U.S.C. 11371-11379], for the rehabilitation or conversion of buildings for use as emergency shelter for the homeless, for the payment of certain expenses related to operating emergency shelters, for essential services related to emergency shelters and street outreach for the homeless, and for homelessness prevention and rapid re- housing assistance. Catalogue of Federal Domestic Assistance ("CFDA") 14.231 and Federal Award Identification Number (FAIN) E-20-MW-06-0508. E. The CITY has approved the provision of ESG-CV funds to be used in the operation of an emergency solutions program ("progmm") for the bomelesa or at -risk of homelessness of the City of Santa Ana as further described by Exhibit A, Scope of Work, attached hereto and by this reference incorporated herein. F. The SUBRECIPIENT rcprescuts that it has the requisite qualifications, expertise, and experience in the provision of emergency solutions programs for the homeless or at -risk of homelessness and is willing to use said federal funds to operate said program. G. in response to the COVED-19 pandemic, SUBRECTPIENT meets the national objective for the use of ESG and ESG-CV funds. H. The SUBRECIPIENT agrees to assist individualsanti families that are homeless or at risk of homelessness In obtaining appropriate supportive services including, but not limited to; temporary and permanent housing, relocation and stabilization services, rapid re -housing assistance, medical and mental health treatment, counseling supeivision, and other servieos essential for achieving independent living. I. SUBR CIPIMNT has agreed to be reimbursed for the above services in an amount not to exceed $25,000 in grant funding for Shelter, Outreach Services, Rapid Re -Housing or homeless Prevention. J, This AGREEMENT is contingent upon the award of ESt3-CV funds from the United States Department of Hm;sing and Urban Development, I{. The CITY and the SUBRECIPIENT have duly executed this AGREEMENT for the expenditure and utilization of said funds. NOW TIIERFXORB, it is agreed by and between the parties that the foregoing Recitals are a. substantive part of this AGREEMENT and the following terms and conditions ace approved and together with all exhibits and attachments hereto, shall constitute the entire AGREEMENT between die Cl'l"Y and the SUBREC1IrIENT: 1. SCOPE OF PROM A. General A rinistratiotl The SUBRECIPIFNT agrees to implement this activity as set forth in detail in Exhibit A, Scope of Work, which shalt provide a description of each activity, including the serums to be performed, the person or entity providing the service, the estimated number of recipients of the service, and the manner and means of the services. B, Levels.gfAccompllshment GQaks gllii P©rformance Svle<gtsrarq The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A slid report such measures quarterly to the CITY. If the SUIIRIICIPIENT estimates such goals will not be met, the SU13RECIPIBNT is to contact the CITT, at which time tine CITY will determine if any adjustments to the grant award is appropriatc. C. St ffin. The SUI3RECIPIENT shall ensure adequate and appropriato staffing is allocated to clot, ESG-CV activity. Notivng contained In this AGREEMENT is intended to, or shall be construed in any manner, as creating or establishing the relationship of exuployer/omployee between the parties. II, 'i')i I I OF AGRS,EMFtyT' This AGREEiv1ENT shall be effective froth June 1, 2021, and shall terminate on May 31, 2022, unless otherwise cancelled or modified according to the terms of this AGREEMENT. in. ixlsatj��ans The City was allocated $11,598,442 in ESG-CV2 funds under the CARES Act from JrW in response to the COVID-19 pandemic, CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received under provisions of the Act a sum not to exceed $25,000 for gi1I RW,IPMNT'S performance in accordance with the Budget attached hereto as Exhibit B during the period of this Agreement, Said stun shall be paid after CITY receives invoices submitted by SUBRECIPIENT as provided hereinabove. A. Amount and Expenditure End Date The CITY agrees to reimburse the SUBRECIPIENT a maximum amount not to exceed $251,600 from ESG-CV2 funds, as outlined in Exhibit 11, Final Budget, and such funds shall be expended ,y the SUBRECIPIENT on or before May 31, 2022, SUBRECIPIENT has the ability to adjust line item amounts in the Budget with the written approval of the CITY's Executive Director of the Comnamity Development Agency, so long as the total Budget amount does not increase, E. Tuvat l napraoa u es Tiro SUBRECIPIENT shall submit rtuartorly invoices (on or before the 15" day of April, Judy, October, and January) in a form prescribed by the CITY, detuiling such expenses. Such schedule may be modified with the approval of the CITY, C. Payment Payment is subject to the receipt and approval of such invoices and quarterly activity reports, as hereinafter more fully set forth below under 'Reporting, wit, the final payment subject to the satisfaction of the condition precedent of submittal of complete involving and reporting information due on or before lily 15 of the applicable funding; year. The CTTY shall pay such involecs within thirty (30) days after receipt thereof, provided the CITY is satisfied that such expenses have been incurred within the scope of this AGREEMENT and that the SU13RECIIIIENT is in compliance with the terms and conditions of this AGREEMENT. The thirty (30) day period will discontinue if the: roimbur, eoment request is determined to be incomplete and will restart the thirty -day timeline once t,e remaining required elements have been submitted. Failure to provide any of the required documentation and reporting will cause the CITY to withheld all or a portion or.a request for reimbursement mitil suole documentation and reporting has been received and approved by the CITY. D. UseofFunds The SUBRECIPIE11W agrees to use said funds pursuant to this AGRUMENT to pay for necessary and reasonable costs allowable under federal law and regulations to operate said program only. Said amounts shall include and will be limited to, street outreach, emergency shelter, homelessness prevention, rapid re -housing assistance, housing relocation and stabd ivation services, short-term and medium -term rental assistance, and Homeless Management Information Systems ("IIMIS") data contribution as set forth in 24 CTR § 576,101 — § 576.107. Allowable program costs are detailed In the Budget, as set forth in Rxtrlbit I;, attached hereto snit by this reference incorporated herchn. The SU13RRCIpIWf'S failure to perform as required may, in addition to other remedies set forth in this AG1td;BiMF.rNT, result in readjustment of the amount of funds the CITY is otherwise obligated to pay to rite SUMECIPIBNT" pursuant w cite terms hereof. E, C".puditicnst t3i (1) The MY advises the SUBRECIPTENT that a signifientit change in entitlement funding niny result in a change in the current process utilized by the CITY to determine funding allocations, The SUBUCIPIONT Acknowledges that the obligation of the CITY is contingent upon the availability of Federal, State or Local government funds, which are appropriated or allocated for the payment of such an obligation. If funding levols are significantly affected by Prderal budgeting or -if funds are not allocated and available for the centintnance of the fimction performed by the SUBRECIPllmr, this AGREEMENT may be terminated by the CITY at the And of the period for which funds are available. At the earliest opportunity, the CITY shall notify the SUBRECIPTENT of any service which may be affected by a slsnrtage of funds. No penalty shall accrue to the CrrY in the event this provision is exercised and the Ct"I"Y shall not be, liable for any damages as a result of termination under this provision of this AGREEMENT. Nothing herein shall be construed as obligating the CITY to expand fnnnds In excess of appropriations authorized by law, (2) The SUBRECIPIBNT shall allow facilities which are used in connection with funded under this ACRFXMFNT. F, Ma it g reinuentatives of the CITY or IRM to inspect the AGREEMENT or which implement programs The ESG-CV funds are exempt from the ESO match requirements, including 24 CF'Ii § 576.201. G. Pt�m limiLie (1) Dolinitlon. Program income means, as provided by 2 CFR 200,80, gross Income received by the SUBREOPiENT directly generated by a grant aapported activity, or earned only as a result of the grant agreement during the grant period. For purposes of ESO-CV progrann income will also include any amount of a security or utility deposit returned to the SUBUCIPIENT. (2) Use. The SUBRECiPrW"r shalt use all income received from said funds only for the same purposes for which said finnds may be expended pursuant to the terms and conditions of this ACIREEMENT. I3, 5gparationofAccounts All funds received by the SUI3 UMPIEN'r from the CITY pursuant to this AOREBMENT shall be maintained separate and apart from any Other fiends of flee SUBRE3ClplP,NT, or of any principal or member of the, SUBREiCiPIENT, in an account (the "Account") at a federally Insured baatl:hng or savings and loan instfttrtion with record keeping of such Accounts maintained pursuant to applicable legal requirements. The SUBRECiPIENT shall keep all records of the Account in a mantra that is consistent with generally accepted accounting principles. No turn es shall ba witI drawtt Ito -a the Account except for expenditures relating to essential servicce, homeless prevention, and/or operations costs, as authorized hereunder. All disbursements from the Account shall be for obligations Incurred in the periormancc of this AGREEMENT and shall be supported by contracts, Invol=' vouchers, and other data, as appropriate, evidencing the necessity of such expenditure. The CITY may withhold payment allocation requests if the SUBRECIPIENT falls to comply with the above requirements until such compliance is demonstrated. 'ittiQutisi Much like how I= requires the CITY, pursuant to 24 CPR $76,203, to expend all of the grant funds for eligible activity costs within 24 months after the date that HM signs the, grant agreement with the CITY, it is a requirement for the SUBRECIPIENT to expend all of the grant funds for eligible activity costs within the designated period, All funds awarded to the City through the first and second allocations of ESG-CV frutds must be expended for eligible activity vats by September 30, 2022, To ensure that ASG-CV funds are spent quickly on eligible activities to address the public health and economic crises caused by coronavirus, (I) I--RM may recapture up to 20 percent of a recipient's total award, including first and second allocation amounts, If the recipient has not expended at least 20 percent of that award by September 30, 2021. (11) HUD may recapture up to 80 percent of a reeipient's total award, Including first and seoond allocation amtsunts if the recipient has not expended at least 80 percent of that award by March 31, 2022. For the purposes of this paragraph, expenditure means either an actual cash disbursement for a direct charge for a good/service or an Indirect cost, or the accrual of a direct charge for a good/service or an indirect cast, Erailurc to expend said funds within said thnoframe can result in a reallocation of funds. J. Prohibited Use (1) Generally. The SUBRECIPIENT hereby certifies and agrees that it will not two funds provided through this AGREEMENT to pay for meals for persons other than these identified as homeless or at risk of homelessness. Said Rands shall not be used for entertairmnent purposes or for gifts. The SUBRECIPIENT certifies dint it will not use said fimda for Illegal or dishonest conduct, rather, fund use will rearrainin compliance with all applicable federal„ sttte, and lenal laws, Including applicable laws not outlined in this AC3REEMENT, (2) Lobbying. The SUBUCIPIENf certifies and agrees that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 M. Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officor or employee of any agency, Member of Congcss, or an offiioor or employee of a Member of Congress In connection with awarding of any federal contract, the making of any federal grant or Joan, entering Into any cooperative agreement anti the extension, renewal, amendment, or modification of any federal contract, grant, loarr, or cooperative agreement. The SUBIWCIPiBNP shall sign a certification to that effect in it farm as set forth In Exidbit C, attached hereto and. by this reference incorporated heroin. The SUBRECIPIENf shall submit said signed ccntifleation to the CITY prior to pett'onning any of its obligations under ills AORVElvlENT and prior to any obligation arising on the part of the CITY to pay any sums to the SUBRECIPIENT under the terns and conditions of this AGf2R331q ENr, if any funds other than Federal appropriated funds have been paid or will bepaid to any person for Influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress I n connection with this Federal contract, grant, 10 V, loan, or cooperative agreement, the undersigned shall complete and submit a "1)laclosure Form to Report Lobbying," in accordance with its instructions (see Exhibit D). NOTICE The Si7SRLCIPIBNT and the CITY agree that all notices required by this ACiRItiMLNT shall be made in writing and delivered via mail (postage prepaid), commercial courser; personal delivery; or sent by facsimile or other electronic means (provided that receipt is confirmed), Any notice delivered or sent as aforesaid shall be effective on the date of delivery Or Nouding, All notices and other written oammunications under this AGREEMENT shall be addressed to the individuals in the capacities indicated below, unless modified by subsequent written notice, Communication and details concerning the AGREEMENT shall be deliverer) to the Office of, and d reoted to, the following representatives; SIT Mikelle Eiatly Community Development (analyst Csty of Santa Alma Community Development Agency (M-25) 20 Civic Center Plaza P,0. Box 1988 Santa Ana, CA 92702-1988 (714)667-2256 (714)647-6549 FAX mdnily@8a nta-ana,org GENERAL CONDITTQL48 A. Coordimtt onw{th C in t}rn S�LFf3l�ECTP%B1V'P: Madelynn I-Iiroeise, CEO Families Forward 8 Thomas Irvine, CA 92619 The SUBUC1PITINT must work with the Continuum of Care (" CoC") to ensure the screening, assessment, and referral of program participants are consistent with the C:ITY's written standards for providing T1St'Y-CV assistance as described in its consolidated plan. The SUBRECIPIWf must keep documentation evidencing the use of, and written intake procedures for, the centralized or coordinated assessment system(s) developed by the CoC in accordance with the requirements established by TIFJi?. Soo 24 CFR 576.400, B. v hration�„£irogC@gt Partio(pants Eligibtliiv turd hTeels The SURRECIPIFNT must conduct evaluations and re-evaluations to determine the eligibility of each individual or family's eligibility for ESe-CV assistance in accordance with 24 Cl?R 576,401, C. 11 till ssistanee If a program participant violates program requirements, the SUBRECIPIENT may terminate the assistance in accordance with a formal process established by the SUBRECIPIENT that recognizes the rights of individuals affeeted. See 24 CPR 576,402 R Shelter and Ilnucina Statulatds The SUDRECIPI,EN`I' certifies that shelters and housing supported by ESG-CV fluids and used by ESG-CV benellciaries.will conform to 24 CPR 575.4t13, E. Homeless Involvement The SUBRECIPIENT certifies that it will involve, to the maximum extent practicable, botmeless individuals and families in constructing, renovating, maintaining, and operating facilities assisted Lander the BSG-CV program, and in providing services for occupants of theses facilities. See 24 CPR 576AG5(c) and 42 USC 11375(d), F, Inde endent Contractor Nothing contained in this AGREEMENT is intended to, or shall be construed in any manner, as creating or establishing the relationship of employerlomployco between the parties, The SUBRECIPIEW and its subcontractors shall at all times remain independent contractors with roSpcet to the services to be performed under this AGREEMENT. The CITY shall be exempt froth payment of any Unemployment Compensation, PICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the SUBRECIMENT is an independent contractor, G. Subcontracts (1) Content Requiromonts. The SUBRECIPIENT will inelude all relevant provisions of this AGREEMENT in all subcontracts entered into as part of the activitios undertaken in faurtherance of this AGREEMENT and will take appropriate nation pursuant to any sub000traot upon a finding that the Subcontractor is in violation of regulations issued by any federal agency, The SUBRECIPIENT will not subcontract with any entity where It has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 (Economic Opportunities for Low- and Very Low-Ineoma Persons) and will not allow any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of theses regulations. (2) Submission to the CITY. The SUBIZBC1PIENT must submit all subcontracts and other agtwemcnts that relate to this A(1IWIWPNT to the CTTY. H. L- kCi sing The SUBRBCUPIEN'f a iy .,cs to obtain and maintain all required licenses, rcgiati-ations, accreditatlon, and inspections from nit agencies governing its operations. The SUBRBCIPIENT shall ensure that its staff and subcontractors shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agerales governing the SUBRECIPIENT's operations horermder. Such licensing requirements include obtaining a City business license, as applicable, 1. t jb i it(ies Toward Emcees The SUBRECIPIENT accepts fall responsibility for payment of any and all unemployment compensation, insurance: premiums, workers' compensation premiums, Income tax withholdings, social security withholdings, and any and all other taxes or payroll withholdings required for all employees engaged it, the performance of the work, and activities authorized by the AGREEPMENT. The SUBRECIPIENT accepts full responsibility for providing workers with proper satiety equipment and taking any and all necessary precautions to guarantee the, safety of workers or persons otherwise affected. J. lnsuraneo and Ilogdttig (I)Generally. 'The SUBRECIPIENT shall maintain liability and property insurance to cover actionable legal claims for liability or loss which are the result of injury to or death of any person, or damage to property (including property of Oratrtee) caused by the negligent acts or omissions, or negligent conduct of the SUBRECl1'IENT, its employees, agents or subcontractors, to the extant permitted by law, in connection with the activities pursuant to this AQRREMENT, The SUBRErCRIEN1: shall comply with the bending and insurance retillimnents of 2 CFR 200.427, and 2 CFR 200.447. The SUERECIPIENT shall undertake self-insurance, or shall obtain, at its sole cost, a policy or policies of eommerelal general liability insuar nee, or equivalent form. Stich insurance shall: (1) name the City of Santa. Ana, its oFHcers, agents, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insureds provisions; and (4) give to the CITY prompt and timely notice of claim €nado or suit instituted arising out of the SUBRIICI UNT's operations hereunder. (2) Linuts. The SUBRECIPIENT shall maintain, at all times, the following minimum levels of Insurance, and shall, without in any way altering its liability, obtain, pay for, and maintain [rutuance for the coverages and amounts of covcrtge not less than those set forth below: a. Workers' Compensation. Amount must comply with State and paderal Laws la. Comprehensive Gencral Liability, $1,000,000 combined single limit of liability for bodily injuries, death, and property damage resulting from any one occurrence, including the following coverages: Premises aixt Operations; and ii, Broad Form Commercial General Liability Endorsement to include bleunkct contractual liability (specifically covering, but not limited to, the contractual obligations asnuncd by the SUBR12C IPIENT); personal Injury (with employment and contractual exclusions deleted); and Broad Form Property Damage covet -age, c, The SUBRLCiPIENT's self insured retention or deductible per fine of coverage shall not exceed $25,000 without the poratission of the CITY, (3) Proof of Insurance, The SUBRBCIPIENI shall furnish the CITY's Clerk of the Council with an insurance certificate from insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior notice to the CITY. The SVBRECfPMNT shall, prior to exercising any tight under this AGREEMENT: a. furnish properly executed certificates of insurance and Additional insured endorsemcat to the CITY which shall clearly evidences all coverage required above„ b, provide that such Insurance shall not be materially changed or temunatect except on thirty (30) days prior written notice to the CITY; e, maintain such insurance for the period covered by this AOPMMWi , and d. replace such certificates for policies expiring prior to the expiration of this AGItT3FMENT. (A) Company Rating, All insurance coverage shall be written with a company having an A.K Best hating of"A" or better and financial size of VIiI or larger. (5) Failure to Cotnply. In the event of any failure by the SUBRECIPIBNT to comply with these provisions, the CITY may, after notice to the SU RECIONENT, suspend the program for cause until there is full compliance. K. Zoning, The SUBRLCIPIENT agrees that any facllity(prppetty used in furthoramee of said program shall be specifically zonod and permitted for such use(&) and activity(ics), Should the SUi1RECIPIENT fail to have the required land entitlement and/or permits„ thus violating any local, statb, or federal rules and regulations relating thereto, the SU.13RECIPIENT shall immediately make good -faith efforts to gain compliance with local, state, or federal rules and regulations following written notification of said violation(s) front the CITY or other Authorized citing agency, The SUBRECIPHI 7` shall notify the CITY Immediately of any pending violations. Falturo to notify the CITY of pending violations, or to remedy such known violation(s), shall result in termination of grant funding hereunder The SUf3RECUUNf must make all corrections required to bring the f'acflityfi>ropetty into compliance with the haw within sixty (oil) days of notification of the violation(s), failure to gain compliance within such time. shall result in termnation of grant funding hereunder. L. ITispl€tcamem- and.Rclocation. The SV BRECIPIENT must assure that it has taken all reasonable steps to minimize displacement of persons, Relocation must be consistent with regtdrenients as set forth in 24 M § 576.40, M, Provisions Regu(l by I aw Ileaned inserted. Each and every provision of law and clause required by law to be hnsert€d in this contract shall be deemed to be inserted herein and the AGREEMENT shall be read and enforced as though It wero included herein, and if through mistake or otherwise any such provision is not Inserted or correctly inserted, then open the application of either party the contract shall forthwith be physicaIIy amended to make such insertion or correction. VI, ASSMANCES AND CER'I FICA,TIQNS A, 31ori-Profit Status The SUBRECIPIENT certifies that: (1) The SUBRECIPIENT is a duty organized and existing non-profit corporation in good standing and authorized to do business under the laws of the State of California and in possession of required non-profit statna under the TJnited Status Tmornal Revenue Code (for example, 26 USC § 501(0)(3)j, The SUBRECIPIENT has full right, power,, and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance, and delivery of this AGREEMENT by the SUBRECIPIENT has been dilly authorized by all requisite actions on the part of the SUBRECIPIENT. (2) If the SUBRECIPIENT's non-profit status changes at anytime during this AGREEMENT, it will advise the CTCY within 15 days. (3) If the SLiBRECIP11INT is a private non-profit, it hereby agrees that the members of its Board of Directors will receive no compensation, directly or indirectly, other than reimbursement for expenses, from any funds generated t'rom or because of the E,SCI-CV program, for their services, (4) As a non-profit, the SUBRECIPIENT acknowledges that administration of its operation and services are subject to the requirements as established in 2 CTIR 200. B, Atercrlcc to Federal State and L.oeal haws rind ite lati'on� (1) General, The SUBRECIPIUNT agrees to comply with all requirements of the ESG-CV program and applicabl€cross-cutthrg F€tierat, State, and Local requirements. (2) Economic Qppottuniti€s for Low- and Very Low-income Persons, The SUBRECIPIENT shall ensure that employment and other eeonomh€ opportunities generated by the Program shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly those who are recipients of government assistance for housing, Section 3 of the (lousing and urban Development Act of 1968, 12 U.S.C. Min, and regulations at 24 CM part 135 apply, except 10 that homeless individuals have prics•ity over other Section 3 residents in accordance with 576,405(c), (3) Civil Rights. The SUBUCIPIENT agrees to comply with 'Title VI of the Civil Rights Act of 1964, as amended, Title VM of the Civil Rights Act of 1968, as amended, Section 109 of the Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabllttation Act of 19n, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975) and 41 CPR Chapter 60.. (4) Nondiscrimination and Equal Employment Opportunity. During the performance under this AURE+EMENT, the SUBRECiPIENT'shall not discriminate against ally cmptoyee or applicant for .employment based on raco, color, creed, religion, sex, age, handicap,- disability, ancestry, naticmal origin, marital status, familial status, sexual orientation, or any other basis prohibited by applicable law. The SUBIMC11'11314T shall take affirmative action to ensure that all applicants and employees are treated without regard to race, color, creed, religion, sax, age, handicap, disability, ancestry, national origin, marital status, familial status, and sexual orientation. The SUDI CiPM T shall comply with all provisions of Paccoutive Order 11246„ Equal Employment Opportunity, as amended by Executive Orders I t375 and 12086, (5) Nondiscrimination mad Equal Opportunity In Participation. The rcquiremcnts in 24 CPR part 5, subpart A are applicable, including the nondiscrimination and equal opportunity requirements at 24 CFR 5.105(a), The SURF OPIENT shrill not discriminate against airy participant on the ground of race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familiar status, sex.uat orientation, or any other basis prohibited by applicable law. The SUSRECJPIENT shall, through affirmative outreaeh, snake known that use of the facilities, assistance, and services are available to all on a nondiscriminatory basis, 'rho SUBIWICBRIENT must take appropriate steps to ensure effective cornmenication with persons with disabilities, (6) Americans with Disabilities Act. The SUBREtIPfUN'I' agrees to comply with any federal regulations issued pursuant to complianoc with the Americans with Disabilities Act which prohibits discrimination and ensures equal opportunity for persons with disabilities in employment, State and basal goverrunent services, and public accommodations. (7) Pair Housing. Under section 808(e)(5) of the Fair housing Act, IRM has a statutory duty to affirmatively farther fair housing, HUD requires the same of its funded sub -recipients The SUBREMIENT has a duty to affirmatively further fair housing opportunities for classes protected under tho Fah' Rousing Act. C. FalsifrcaetionofInforr ation The WBRECIPIEW represents and warranta that it has made no false statements to tine CITY in the process of obtaining this award of the SSG -CV Funds. U D. Drum Noe WnjiTjliM The SUIIRECIPIENT represents and warrants that it has established the following drug -free workplace policy, (1) The unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program, (2) As an etnpioyec working in conjtuaction with a federally fended program, the: employcos of the SUBRE+C1PIEn,NT wilt be required to: a. Abide by the ternns above in statement (1), and b. Notify the appropriate SUBRECIPWNT authorities and CITY officials of any criminal drug statute conviction for violation occurring in the workplace, Such notification shall be made no later than five (5) days after conviction. (3) The CITY and the United States Department of Dousing and Urban Development will be notifted wifhfn ton clays after recctvtng notice of any such violation. (4) Within thirty (30) days of receiving such notice, appropriate personnel action will be taken against such employee; up to and including termination. (5) Ltac:h such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or Local health, law enforcement, or other appropriate agency. E. i)igiouc Organisation The SU13MCtpIENT may not engage In Inherently religious activities, such as worship, religious instruction, or proselyfim&ion as part of said program or services. If the SUI3RECIPIEN`1' conducts such activities, the activities must be offered separately, in time or location, fronn said programs or services, and participation must be voluntary for the program pa ticipants. The SUBRECIPIENT shalt not, in providing program assistance, discriminate against a program participant or prospective program participant on the basis of religion or religious belief. If the SUBRECI IR IT is a religious organization, it retains its indeppendence from Federal, State, and Local governments, and may continue to carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that the religious organlzation does not rise direct ESG fiends to support any inherently religious activities, The SUDRECiPIEN'T' agrees that rehabilitation of structures by the religious organization in connection with said program must be in sound accord with the provisions under 24 CpR § 576,40, 12 F. Aclditional Terins between the QUY and The SUBRECIPIENT agrees further that it shall be bound by the standard terms and conditions used in the Chant Agreement between 1iUD and the CrfY and such other rules, regulations, or requirements as HUD may reasonably impose in addition to the aforementioned assurances at or subsequent to the exceution of this AGREEMENT by the parties hereto. Where employees are engaged in activities not covered under the Occupatloiud Safety find 1lealth Act of 1970, they shall not be required or permitted to work, be trained, or receive serviees in buildings or suiroundings or under working conditions which = unaanitary, hazardous, or dangerous to the partiolpants' health or safety. 1.1, MA Oct The 4UBRBCIPIBNT agrees that no foods provided, not personnel employed under this AGREEMENT, shall be in ally way or to any extent engaged In the conduct of political activities in violation of the [latch Aot, 5 U.S.C. Section 1501 et seq, 1. Pavid_F3aconAct All laborers and mrohanlcs employed by contractors or subcontraotors in the performance, of construction work, including alterations and repairs„ in excess of $2,000.00, financed in whole or in part with federal funds shall be paid wages at rates not less than those prevailing on similar construction in tho locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U.S.C, sections 276a - 2760� Any such construction contract shall include and comply with the required contract provisions and rules set forth in 29 CY.R. §5.5. Further, the payroll reports (along with the "Statement of Compl3ame") and basio records are required to be maintained and submitted, or made available, pursuant trt 29 C.r.IL 05.5(a)(7). No payment, advance, grant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a certification by the contractor that the sontraotcr and its subcontractors have complied with the provisions of 29 CXX §5,5. A breach of the eontract clauses in 29 C.FR. §5.5 may be grounds for termination of the contract, and for debarment as a contractor/subcontractor, as provided in 29 C,FX §5.12. Labor standards interviews/invostigations shall bo made as necessary to assure compliance, See 29 C,T',R. V11, ADMINCSTRAI VP, RE9UIl2F.11� EN1'S A. CieneMily The following requirements and standards must be compiled with: 2 CrR part 200, et ai. SUt3RRCRILNT ahall procuro all materials, property, or services in accordance with the regttirements of 2 C1'R 200.3 t8-326. 13 B. yTprrretnotnt (1) Compliance. The SUBRECIPTENT shall comply with current IRYD nod MY policies concerning the proourement of equipment, goods, and services, and shall rnaintairn inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herehl. 'rho SU13RBCIPIBNT shall report to the CITY all program assets (unexpended program income, property, equipment, etc), and upon the CTTY'S request, such assets shall revert to the CITY upon termination of this AURSENIENT. (2) pursuant to 2 CM 200,331 (a) (4), the Indirect Cost Rate for the SUI3RECjpIENr's award shall be an approved federally recognized cost: rate negotiated between the 8LMRVCIPIENT and the Federal govcrnmcnt, or, if no cost rate exists, the de minima indirect cost gate as defined in 2 CFR 200,414(b) Indirect (F & A) costs shall be used, For this agreement, the de minitns Indirect trust of IQ% will apply, (3) Use slid Reversion of Assets, The use and disposition of equipment under this AC1RBEMENT shah be in compliance with the requirements of 2 CFR Part 200, (4) Pursuant to the CARES Act, SUBRECiPIENT may deviate from applicable procurement standards when using these funds to procure goods and services to prevent, prepare for, and respond to coronavirus, notwithstanding 24 CFR 576,407(i) and 2 CFR 200.317-200,326. C. Reporting Reporting requirements must conform to the policies and procedures as established by the CrrY and 24 CPR § 576.500, The SUBRECiP1E111' shaii submit to the CI"fY, on or before the 150' day of October, January, April, and July, as part of the Quarterly Report: (1) Payment Request. An original request for reimbursement and true copies of Invoices, receipts, agreernonts, or other documentation supporting and evidencing how the 1380 Funds have been expended during the applicable quarter. (2) Quarterly Activities and written cumulative (year-to-date) reports of activities, program accomplishrrrents, new program information, and up-to-date program statistics on expenditures, caseload and activities. Failure to provide any of the required documentation and reporting will cause the CTI'Y to withhold all or a portion of a restuost for reimbursernent until suoh documentation and reporting has been rceelved and approved by the CITY. (3) Any other such reports as the CTT'Y (or 1IUD) shall reasonably require and/or request, including but not limited to the following Information: monthly records of all ethnic and racial statistics of persons and families bencfitod by the SUBMCIPTiaNr in the performance Of its obligations under this ACIREEMENT, 14 D. r erg Sufficient records must be established and maintained to enable the CITY and FiUD to dewrrnine whether the ESCr CV requirements are being met, Record keeping requirement$ must conform to the policies and procedures as established by the CITY. All accounting records, reports, all evidence pertaining to costs, expenses, and PSG -CV Funds of the SUBRECIPIENT, and all documents related to this AGXVMMFNT shall be maintained and kept avallable at the SUBRECIPH 1"S office or place of business for the duration of the AGREEMENT and thereafter for five (5) years past -completion of sit audit in conformity with the ESG.Cv requirements, except as hereinafter provided relating to retention of any records or documentation existing, created, or maintained in compliance with Lead -based paint regulations, wluoh likely require longer retention as outlined below. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this AGRPEMENT, or (b) costs and expenses of this AGREEMENT to which the CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete reselutdon or disposition of such appeals, litigation claims, or exceptions. All said records must be retained for the greater of the aforementioned duration or the periods specified in 24 CFR 576.500(y), All records relating to, or crcatcd or maintained in compliance with, the lead -Based Paint regulations shall be retained and maintained by the SUBR13CIPUNT indefinitely, Including without Ifulltation, all inspection report(s), disclosure staternor,t(s), and clearance report(s). Copies made by microfilming, photocopying, or similar methods may be substituted for the original records, The CITY, I -IUD and auditors shall have the right to access all the SUBREMIRNT records for as long as the records are retained by the SUBRECTIENT. in the event the SUBREC:IFIMT does not make the shove referenced documents available within the City of Santa Ana, California, the SUBRECIPiEI" r agrees to pay all necessary and reasonable expenses incurred by the C1'1'Y in conducting any audit at the location where said records and books of account are maintalita The SUBRECIPIENT agrees to meet the requirements set forth in 24 CFR § 576.500, E. Homeless Management Infornutt�or� stems 3MIS (1) Generally. The SUBRECIPIENT rmast ensure that data on all persons served and all activities assisled tinder ESU-CV are entered into the applicable community -wide 11MIS in the area in which those persons and activities are located, or with the express knowledge and written consent of the CITY, a comparable database, In accordance with HUD's standards on participation, data collection, and reporting under it local HMIS. (2) HNITS Agency Agreement, The SUBRUCIPMNT shall have an agreement in place will, the I1MIS lead agency to participate in the regionally HMTS system. A copy of the St1MCIPIMI'S agreement with the HIM lead agency shall be attached to this agreement as Exhibit F. In the ease of Domestic Violence service providers or other agencies prohibited from entering data into HM13, documentation f ern the ILMIS lead agency certifying that die SUBRECIPIENT Is using a comparable database shall be attached to this agreement as Itixhibit E. (3) HMN Interagency Data. Sharing Agreemctit, The STJBRECIPIENT shall enter into all Interagency Data Starring Agreement with the HMIS Lead Agency where the SUIIRPCIPIENT 15 agrees to share 14MIS data with other ESG•CV funded agencies regarding clients that are served In ESCi=CV funded programs, unless prohibited by law. A copy of such agreement shall be attached as EWilbit h'-1. (A.) The SUBRECIPIENT agrees to provide 211OC with all required data needed to complete data analysis regarding project performance, data timeliness, or data quality. F, Ai it el?Q! L 1rJA li?cnts The SUBRECII?TENT air-ees that if the SUBRECIPIf# r expends Seven Hundred nifty Thousand Dollars (S750,000,00) or more in federal funds, the SUBRECIPIEN'f shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget (2 CFR 200.501a), The SURRECIPIENT shall provide the CITY with a copy of said audit by April 1 of the year following the progtwin year in which this AGREEMWr is executed, Further, the SUBRECIplENT shall comply and/or cause compliance with audit repdrt(s) required by applicable provisions of the Lead Based Paint Regutations as finther detailed below. VIII. EtyArI$UATIOY AND MON11' ING A, Generally The CITY will monitor the performance of the SUBRECIPIENT against goals and performance standards as required herein, The SUBRECIp I` shall provide the CITY all necessary reporting information as required by the CITY in the administration and review of the Program Substandard performance as determined by the CITY will constitute noncompliance with this AGREEMENT, If action to correct such substandard performance is not taken by the sCIHRECIPIENT within it reasonable period of time after beam; rwtifled by the CITY, contract suspension or termination procedures will be initiated, B, Access to Rcoords The SUBRECITIENT gives the CITY and IRD, including their autharirecl representative, access to and the right to examine all records, books, papers, items, emalls, and documents, boar physical and electronic, relating to the program. C, Audit The CITY shall have the right to audit and monitor any program income as a result of an ESG- CV activity. Upon request by the CITY and for audit purposes, the SUBUCIPIENT hither agrees to provide all tiles, records, and documents pertaining to related activities and clientele demographic data. as IX. LIA BITA Y A. 9eneraily Hach party to this AGREEMI NT acknowledges that it will, be liable For its own negligent acts or negligent omissions by or through itself, its employees, agents, and subcontractors, Each party further agrees to defend itself and themselves, and to pay any j udgments and costs arising out of such nogligent acts or emissions, and nothing in this ACiREP—M INT shall impute or transfer any suolr liability from one to the other. In other words, the SUARECIPIM agrees to be filly responsible for its negligent acts or omissions, or any intentional tortuous acts which result in claims or suits against the CITY, and agrees to be liable for any damages proximately caused by said acts or emissions. Nothing herein shall be construed as consent by a.State or CITY agency or subdivision to be stied by third parties in any matter arising out of any oontruot, and nothing heroin is Intended to serve as a waiver Of sovereign immunity where -sovereign immunity applies, B, CITY not Liable for i°urids The SUBUCIPiENT further acknowledges that the source of the ESti-CV bands is a federal pass -through grant to the SUBRW7 1PIt?IQ E The CITY shall have no obligation to advance or pay the SUBRECIPISNT with any faints other than the 139G-CV Rinds the Cl`l i' receives from HLIA C, ��nldltaraaalec, The SUBRECIPIENT shall defend, indemnify and save harmless the CITY, its Officers, agents, emptoyees, representatives, volunteers, and student oxteins from mid, against any and all damages to property or injuries to or death of any pe€son, or persons, including property and employees or agents of the MY, and shall defend, indemnify and save harmless the CITY, its officers, agents, oirnployccs, representatives, volunteers„ and student externs from and against any and all claims, demands, suits, actions or proseedings of any kind or nature, Including, but not by way of lhnitation, workers compensation claims and attorney feoaloxpenses for litigation or settlennent„ resulting from or arising out of the negligent or wrongful acts, errors or omissions of the SUBRECIPIFNT, its officers, directors, employees, agents, subcontractors, and suppliers arising out of the SUBRECIPIENT"s performance of thus AGRMNI.FsNT, X. RNVIRDMENTAL Ct>NL)ITl0' P,.SG-CV activities are subject to environmental review by llUD under the environmental regulations in 241 CFIi 50. The SUBRECIPIL!NT, or any contractor of the SUBRECIPIENT, may not acquire, rehabilitate, convert, leaso, repair, dispose of, demolish, or construct property for a project under this part, or commit or expend HUD or local Rurds for eligible activities under this part, until HUD has performed an environmental review under 24 CFR part 50 and the recipient has received HUD approval of the property. 17 The SUBRECIPTENT agrees to comply with all applicable environmental requirements insofar as they apply to the performance of this AGREEMENT, including but not limited to the Clean Air Act, the Federal Water Pollution Control Act and the Flood Disaster Protection Act. Irapplicable, the SUI31t} IPIRNT also sliall comply with the historic Preservation requirements of National IIisdorlc Preservation Act of 1966, B. Load -based paint remodiaticn and disclosure The bead -Based Faint Poisoning prevention Act (42 U.S.C, 4821-4846), the Residential Load - Sued Paint Hazard Reduction Act of 1992 (42 U.&C. 4351--4856), and implementing regulations in 24 CFR part 35, subparts A, B, Id; i, K, M, and R apply to all shelters assisted under FaSCI program and all housing occupied by program participants that were built before IM C: Aaslernnetrt uonaibi By this A MMMENT, the SUBRECIPIEW will accept assignment from the CITY of all responsibilities set forth in Subpart K of 24 CPR 35, 1). Compliance with �ubnart K The purpose of Subpart K is to establish procexlums to etimmate as far as practicable lead-base(I paint C'113P') hazards in a residential property that receives Federal assistance render certain MD programs for acquisition, leasing, support services, or operation In connection with the grant funds under this A€3RURMENT, the CITY requires that the SUDREGII'IENT comply and show evidence of compliance with all applicable subparts of 24 CFR 35, and espeolally, Subpart K ("LBP Rt gs") The SUBRLrCIPIENf shall conduct the following activities for tiro dwelling unit, common areas servicing the dwelling unit, and the exterior surfaces of the building in which the dwelling unit is located: visual assessment of all painted surfaces in order to identify deteriorated paint; (2) i'alnt Stabilization•, of each deteriorated paint surface, and clearance, in accordance with §§ 35.1330(a) and (b), before occupancy of a vacant dwelling unit or, where a unit is occupied, immodiately after receipt of Federal assistance; and (3) Ongoing icrrdMhased ROM maintonattrcc activities into regular building operations, in amordance with §with § 35.1355(a), if the dwelling unit has a continuing, active fuumcial relationship with a Federal housing assistance program, except that mortgage Insurance or loan guarantees are not considered to constitute an active programmatic relationship for the purposes of this part. (4) AMid,_ oticc to occupants in accordance with §§ 35.125(b)(1) and (c), describing the remits of the clearance examination. 19 R NotiGoationofLE19'fj gyyj The SU3RECIPIENT shalt provide to all occupants of housing: (1) In accordance with Section 35.130 of the LBP Regs - the LBP hazard information pamphlet. The pamphlet shall be the FPA/11LID/Consumer Product Safety Commission lead hazard information pamphlet or an HPA-approved equivalent, The current form and version of the pamphlet can be fo rind at: http://www, hud.gov/off Ices/lead/ilbra ry/enforcement/fs-discl,pdf (2) In accordance with 24 CPR 35, Subpart A, all available information and knowledge regattling the presence of LBP and L8P hazards prior to leasing a housing unit. (3) In accordance with 24 CPR 35, Subpart A, notification in writing of the results of the presumption of 1.13P and/or LBP hazards, results of any load hazard evaluation, and any lead hazard reduction work. F. LBP Iafrnmation Sununary For purposes of information only and in no respect intended to be a representation or warranty of the provisions of the LBP Regulations, the CITY has caused to be prepared an information summary relating to the LBP Regulations and Application to dwelling units that may be occupied by recipients of services and/or funding from the SUEIRECIPIEWI` under this AGREPMT.,rNT. CITY staff will cooperate with and be available to the SUBRECEPIENT to assist in Implementation of compliance with the LBP Regs as to residential dwelling units to be assisted by the SUBRE3CIPIENT. The parties acknowledge and agree the CITY shall not be liable or responsible for the accuracy of such sutnrztary, and the SIJBRECIPBNT is directed to the LBP Regulations and implementing guidance published and provided by Rill•? relating to compliance with such LBP Regulations. G, I? smtitrnx Section 35.115(a) provides exemptions from Subparts B through R. For example, lead -based palat requirements do not apply to housing assistanco if the assistance lasts less than one hundred (100) days. Xi. CONFLIC'M €3Ir lIST1+m13.PsS'1' The SLIBIUCIPIENT shall comply with 2 CPR 200.112 with respect to the use of program funds to prooure services, equipment, supplies, or other property. With respect to all other decisions Involving tite use of program funds, the following restriction shall apply. No person who is an ranployee, agent, consultant, officer, or elected or appointed official of the SUBRECIPIESNT and who exMises or has exorcised any functions or responsibilities with respect to assisted activities, or who is in a position to participate in a decision malting process or gain inside information with regard to Bach activities, may obtain a personal or fivanotal interest or benefit from the activity, or 19 have kin interest in any contract, subcontract, or agmoracnt with respect thereto, or the prooeeds there under, either for himself or herself, or for those whit who he or she has fanuly or business ties, during Iris or her tenure or For one (1) year thereafter. The SUBRECIPIENr agrees to abide by the ESG-CV Program's Conflict of Interest provisions as expressly detailed In 24 CPR § 576AO4 regarding Organizational Conflicts of Interest and Personal Conflicts of Interest. All contractors of the SUBRECIPIEW trust comply with the same requirements that apply to the "RECIPIENT tinder tills section. XII, fit IG ABRATY None of the duties of, or work to be performed by, the SUBRECIPIENT under this AORBEMENT shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of the CITY. The SUBRECIPIENT must submit all subcontracts and other agreements that relate to this AGREEMENT to the CITY. No subcontract or assignment shall ternrhtate or alter the legal .obligations of the SUBRECIPIMrf pursuant to this A£:IiTiI?14IENT, XIII. EXCI,USIVI. jX QP A RUff,,`MENT This AGREEMENT supersedes any and all other agreements, either oral or in writing, between tho parties hereto with respect tea the use of the CITY's ES() -CV Funds by the: SU13RECiPEENT and contains all the covenants and agreements between the parties with respect to such BSG-CV Funds in any manner whatanover, Each party to Oils AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been arcade by any party, or anyone acting on behalf of any party, which are not enibodled herein, slid that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both the CITY and the SUBRECIPIENT. XIV,,rk1Vl011MENTSQldf4ODIFICATIO The SUBRECIPIENT shall not obligate, encumber, spend, or otherwise utilize program fiends for any activity or purpose not included or not in conformance with the budget as apportioned and as submitted to the CITY unless; (1) The SUBRECIPIENT has received explicit written approval from the CI'i'Y to,undertake such actions, or (2 ) Budget changes may be made among approved program activities and among approved budget categories so long as the specific project activity has been approved, there is no change to the total grant amount, and the changes to the budget are documented, Any program modification request by the SUBRECIPIENT roust be requested at least forty-five (45) daya prior. to the end of the terM of this AOREEi1ENT. No modification to this AGREEMENT shall be binding by eitber party unless in writing and signed by both parties, 20 In the event that the CITY approves any amendment to the funding allocation, .the SUBRECRUFli3NT shall be notified in writing and such notification shall constitute all official 'amendment. The CF'i'Y may, at its discretion and upon provision of proper notice to the SUBRECI€ lBTgT, amend this AGREEMENT to conform with changes in Federal, State, atWor the CITY lases, regulations, guidelines, directives, and objectives, Such amendments shall be incorporated by written amendment as a part of this AGREEMENT. XV. VIOLATION OF TLRMIS ANSI f OND TIONS k Termination If, due to any cause, the 3UBRECIPIENT falls to comply with the terms, conditions or 'requirements of this AGRIU MEND, or any prior AGREEMENT whereby PSG -CV funds were received by the SU£4RECIPWffr, whether stated in a Federal statute or regulation, an assurance, a State plan or application, a notice of award, or elsewhere, the CITY may terminate.or suspend this AGPXEM14NT in accordance with 2 CFR 200,339 and in accordance with 2 CrR 1.00.340 by giving written notice, and the CITY my request in writing that all or some of the grant funds be returned even if the SIUBRBCPIENT has expended the funds, If the SUBRECWIENT reports inaccurately, or if oil audit there is a disallowance of certain expenditures, the SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay the CITY all amounts spent in violation thereof. If the SURRECIPIEI@'1' sngaged in fraudulent activity to obtain and/or justify expenditure of the F39G.GV funds granted hereutular, the SUBRECIPIEtNT shall be required to reimburse the CITY of all such funds that were obtained and/or spent under fraudulent circumstances, and the CITY reserves the light to take other remedies that may be legally available. The SUBRECIPIRNT agrees to return all funds as requested by the CITY under this section within thirty (30) days of recelpt of the written request, Any objections regarding terminations or suspensions shall be made by the S1,JI3RBCU%NT in writing and mailed to the CITY pursuant to the above NOTICES section, XVI. CLOSF.0113: The, SUBRECIPTENT agrees to comply with the closeout procedures detailed in 2 CFR 200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after th, end date, of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the Crl"Y authorizes an extension, SUBUCTMENT must liquidate all obligations incurred under the Federal award not later titan ninety (90) calendar clays 21 after the end date of the period of performance as apecified in the terms and conditions, of the Federal awards 3. SU&REMPILM' must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that Is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMG Circular A-124 and 2 CFR 200,345); 4, S MRECIPMNT must account for any rail and personal property acquired with Federal funds or received from the Federal i overunient In accordance with 2 CFR 200.310-200.316 and 200.329, and, 5. The CITY should complete all closeout aoiions for the fedend award uo later than one year alter receipt and acceptance of all required final reports. XVU VALI;PLT,, AND SEVERABILITt The invalidity in whole or in part of any provision of this AtGREEMENT shall not void or effect the validity of any other provision of this AGREEMENT. Whenever possible, each provision of this AGRI ;MENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGRI HUMNT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT". XVFFI. F ArVS GOVFRNFNG THIS AGITL%14FENT This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XIX. NVAIVER No delay or emission by the CITY hereto to exercise any right or power acenring upon any noneompliance or default by the SUBRECIPIENi' with respect to any of the terms of this AURSUMMM shall impair any such right or power or be construed to be a waiver thereof A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreurnont herein contained. X<ti. AGREENIGNT D©CUMt;NT EXU,FI3 A AND A.TTAC'LLLILNT S All of the attachments and exhibits attached to this AGREEME1dT are deemed Incorporated by reference. This doecwnont may be executed in three (3) counterparts, each of which shall be deemed to be an orighnal. Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shill indemnify the CITY fully, including reasonable costs and attorneys fees, for any injuries or damages to the CITY in the event that such authority or power is not, in fact, Held by the signatory or is withdrawn. 22 A-2020-251-06 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the date and year first above written. all, DAISY A, OMEZ rClerk of the Council APPROVED AS TO FORM: SONIA CARVALHO CityAe �n f By; RY O. ODGE Assistant ity Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency 23 CITY OF SANTA ANA a municipal corporation KRISTND E RIDGE City Manager SU$RECIPIENT: i t ri..cJ v .�/�-�l S 1 Families Forward ` G f,LC S, tJGt Tax ID: 33-0086043 P�I)Vcq Y1(e r"' DUNS #: 610093825 © Pq�:t Lz:�Q City of Santa Ana Scope of Work Name of Organization Fainllies Forward Name of Funded Program Santa Ana Mcitel Vcuchar Program Annual Accomplishment Goal I. Total number of unduplicated clients (Santa Ana and Non -Santa Ana Residents) anticipated to be served by the funded ro ram, named above, during the 12-month contract period, 17 Persons 11, Number of unduplicated Santa Ana residents expected to be served by the funded program during the 12-month contract period, 17 Persons Program and Funding description 111. Description of Work» In the space below, describe the program to be funded during the 12-month contract period. What specific activities will be undertaken during the contract period. Please be concise in your response. Only the viewable space will print, Families Forward will provide Motel Vouchers to 4.5 homeless families - approximately 17 Indlvid uals - with ESG-CV funds during the time between the closure of the Link Shelter and the opening of the new Carnegie Shelter, CDBG-CV funds will be used to provide those families with Case Management Services since they will not have access to these types of services due to the closure of the shelter, Supportive services like case management will be offered as long as families are staying at the motel Keeping In mind the current funding amount, we anticipate each family will be able to stay in a rnotel up to 2 months. The provision of services will be dependent upon the availability of grant funding. Schedule of Performance Estimate the number of unduplicated Santa Ana residents to be served by the funded program during the 12-month contract period par quarter, {Enter number of new Santa Ana clients served each quarter, if they were served in quarter 1 do not count them again In quarter 2 Quarter 1: July 1 - September 30 7 Persons Quarter 2: October 1 - December 31 10 Persons Quarter 3: January 1 • March 31 „0 Persons Quarter 4: April 1 dune 30 0 Persons Schedule of Invoicing 17 Total unduplioated Santa Ana Residents to be served, Estimate the amount of grant funds to be requested durinn the 12-month contract period on a quarterly basis. Quarter 1: July 1 - September 30 $.12;600,00 Quarter 2: October 1 - December 31 W t00.00`. Quarter 3: January 1 - March 31 $0,00- Quarter 4: April 1 -June 30 $0,00- 225,000.00 Total Grant Cxhibit A Page 1 of 1 ESG Finial Budget Organtzatlon Flame � Famllles Forward Program Name Santa Ana Motel Voucher Program Expenditures LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) the Page 1 of 1 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549,. Debarment and Suspension, 29 CFR Part 98, Section %.M, Participants' responsibilities. The regulations were published as Part V1I of the May 26,1988 Federal Register (pages 19160.19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) i1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspendcd, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this tnursact€on by any federal depahtruent or agency. (2) Where the prospective recipient of federal assistance fernds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Name and Tito of Authorized Representative EXHIBIT C Pogo 1 of 2 MTIW .CIONS FOR CE LUIrICATION €. By signing and submitting this proposal, the prospective recipient of federal assistance Elands is ,providing tho certification as set out below. 2. The certification hi this clause is a material representation of fact upon which reliance was placed when this transaction was entered into, If it is later determined that the prospective reoipient of faleral assistance funds knowingly rendered an erroncous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance ftutds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of. federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible,'" ""lower tier covered transaction," "participant," ""person," "primary covered transaction," '"principal," upropasalp" and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance hi obtaining a copy of those regulations, S. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction rvith a person who is debarred, suspended, declared Ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this Proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without mudiftcation, in all lower tier covered transactions and in all solicitations for lower tier covered transactions, A participant in a covered transaction may rely upon a certification of a prospective participant In a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the Lit.9f Urtics; Excluded from Fracrtrenrent qr Non- Procurerrrorrt PXgamns. 8. Nothing contained in the foregoing shalt be construed to require establishment of a system of records in. order to render in good faith the certification required by this clause, The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Excerpt for transactions authorized under paragraph S of these instructions, If u participant it, a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation In this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. EXH1131T C Pago 2 of 2 Certification Regarding lobbying Cotti.�,c��1I1 jra� Contracts Chants Fwoana. and Ccop®native Anr�et'11et1t� The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or enrployce of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the malting of any cooperative agreomoni, and the extension, continuation, renewal, amendment, or modification of any Federal contaot, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated fiends have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of arty agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Fonn-ILL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, 'title 31, U. S, Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,O00 and not more than $100,000 for each such failure. FGt l i_I. 4 c7Gz l 2. 3 t 11ct VY1i>) U1 V DLL , j°(2,0 Grantee/Contactor Organization program Title Name of Certifying Officer' Signature Date EXHIBIT D Page I of 2 StIBRBCIPIENT warrants the following, 1. SUBRBCIPIENT will comply with Public Law 88.352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq) and implementing regulation in 24 CBR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded•from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whale or in part with community development funds made available pursuant to the ACT, 3. All laborers and meehanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevaning on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services, or are paid expenses, reasonable benefits, or a notninui fee for such services; and are not otherwise employed at any time in construction work. 4. SURR CIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CPR 570,604; and (b) SUBRI3CIPWNT does not assume CITY'S responsibility for initiating the review process under Executive Girder 12371 EXHIBIT D Page 2 of 2 4f nfy �tS' • Purpose The HMIS (Homeless Management Information System) is a Help -mandated Information tech nologysystem that Is designed to capture client -level Information over time, on the characteristics and service needs of homeless persons, Client data is maintained on a central server, which will contain all client information In an encrypted state, HMi$ integrates data from all homeless service providers and organizations in the community and captures basic descriptive Information on every person served, Participation in the OC HMIS allows organizations to share Information with other participating organizations to create a more coordinated and effective service delivery system, The OC HMIS is the secured electronic database for orange County and Is a valuable resource for local communities, Agreement and Understanding This Agreement authorizes this Particlpat Ing Agency (Agency) to designate HMIS Users (User). A User is a staff' person entrusted to enter Protected personal Information (PPI) into the QC HMIS, on behalf of this Agency. In order to allow a User to access the OC HMIS, a User Agreement must be signed by the User and stored electronically in the HMIS, (confidentiality and Informed Consent Confidentiality; This Agency must require all Users to abide by its organization's policies and procedures; uphold all privacy protection standards established by the OC HMIS Policies and Procedures; and comply with all relevant federal and State of California confidentiality laws and regulations that protect client records. Except where otherwise provided for by law, this Agency shall ensure that confidential client records are released with the client`s written consent. Written Consent; To obtain written consent, prior to each client's assessment, each client must be Informed that the client's Information will be entered into an electronic database called HMIS. The terms of the Consent t to Share Protected Personal Information form must also be explained to each client. Clients who agree to have their PPI entered into the OC HMiS must sign the Consent to Share protected Personal information form, Verbal Consent: Verbal consent to enter PPI into the OC HMIS may be obtained during circumstances such as phone screenings, street outreach, or community access centerslgn-Ins, Each client must be informed that their Information will be entered Into the HMIS database, The terms of the Consent to Share Protected Personal Information form must also be explained to each client. The client's written consent must be obtained once the client appears for their Initial assessment. Updated 8124/18 Client's Rights The client has a right to receive a copy of this Agency Agreement at the time of request, Each client has the right to receive the following, no later than five (5) business days of a written request: • A correction of inaccurate or incomplete PPI A copy of their consent form A copy of their HMIS records • A current list of participating agencies that have access to HMIS data Data Use This Agency must protect HMIS data by ensuring that: A link to the Privacy Notice Is accessed from the organization'sweb site, OC HMiS Is not accessible to unauthorized users • OC HMIS is only accessed by computers approved by the Organization • HMIS Users are trained regarding user responsibilities and conduct HMIS Users sign and comply with the OC HMIS User Agreement + HMIs Users forward a copy of a client's Revocation of Consent to the HMIS System Administrator, 2.1. 1 Change County (2110C), within 24 hours of receipt Responsibilities This Agency Is responsible to ensure that: The.flatice Regarding Collection of Personal information Is posted at each Intake desk or comparable location FIMIS users do not misuse the system Clients are notified If a breach of their PPI Is discovered * Any HMIS User who finds a possible security lapse on the system is obligated to Immediately report it to 2110C • A signed copy of the Consent to Share Protected Personal Information is retained for a period of seven (/) years after the PPI was created or last changed. Rights and Privileges OC HMIS data Is stared in one central database and Is managed by 2110C, While each agency owns their own data within the database, the Orange County Continuum of Care (CoC) may release aggregate data about its own continuum at the program, sub -regional, and regional level. Aggregate data may be released without organization permission at the discretion of the Continuum. Use of the OC HMIS Is a privilege and is assigned and managed by 2110C. upd,tad 8/24/18 Copyright The QC HMIS and other CoC-provided software are protected by copyright and are not to be copied, except as permitted by law or by contract with the owner of the copyright. The number and distribution of copies of any CoC provided software are at the sole discretion of 2110C. Violations Any violations or suspected violations of any of the terms and conditions of this agreement, the HMS user Agreement, and/or the HMIS Policies and procedures, must be Immediately and confidentially reported to 2110C and the Executive Director or other authorized representative of this Agency, Perm This Participating Agency Agreement becomes effective on the date of final execution and shall remain In effect unless terminated pursuant to paragraph Xl, Termination, below. Amendment and Termination The OC CoC reserves the right to amend this agreement by providing a 3-day notice to this Agency. Either party has the right to terminate this agreement, with or without cause, by providing a 3-day written notice to the other party. If this agreement Is terminated, this Agency shall no longer have access to HMIS or any Information therein. The CoC shall retain the right to use all client data previously entered by this Agency, subject to any restrictions requested by the client. All agencies that sign this agreement and are granted access to the OC HMIs agree to abide by OC HMlV Policies and Procedures. The signature of the Executive Director or other authorized representative of this Agency indicates acceptance of all terms and conditions set forth In this agreement. This Agreement is executed between the CoC and the Participating Organization, Upon final execution, this Agency will be given access to the OC HMIS. Agency Name DO NOT WRITE IN THIS SECTION —2110C USE ONLY t c !Yit t �a ll! HMIS System Admit; lstrotot Name (Print) Executive Director/Authorized Representative Name (Print) I \ fterutive otrector/Authorfzed Representative Signature (Wet s tgnatu re only) YUL�..,Cftr� Sfit - Date Uprtatad 8/24/18 MIS System Administrator Signatvre (Wet signature only) Date Sharing,Orange County CoC Inter -Agency Data Memorandum Agreement The agency agrees to share client data among participating agencies via the OC HMIS (Orange County Homeless Management information System) for the purposes outlined below, Each participating agency must complete and comply with the Agency Agreement. Each Individual HMIS user must complete and comply with the HMIS User Agreement. This document is available on the OCHMIS website, Uses of HMIS Data., + Coordinate housing services for families and individuals experiencing homelessness or facing a housing crisis in Orange County • Understand the extent and the nature of homelessness in Orange County Evaluate performance and progress toward community benchmarks + Improve the programs and services available to Orange County residents experiencing homelessness or a housing crisis Improve access to services for all Orange County homeless and at -risk populations Reduce Inefficiencies and duplication of services within our community Ensure that services are targeted to those most in need, Including "hard to serve" populations a Ensure that clients receive the amount and type of services that "best fits" their needs and preferences € Pursue additional resources for ending homelessness $ Advocate for policies and legislation that will support efforts to end homelessness in Orange County Client Protection: Informed consent must be given by clients In order fortheir identifying information to be shared among agencies In the OC HMIS (see Orange County HMIS participating agencies on OCHMIS,orx). If the client does not give consent, their Identifying information can still be entered into HMIS, but the record should only be visible to the agency entering the data. All agencies participating In HMIS must sign this agreement. The client has the right to see a current list of the OC HMIS participating agencies. As part of the Informed consent process, clients must be Informed that additional agencies mayjoin the OC HMIS at any time and will have access to their Information. + HMIS Users will maintain HMIS data in such away as to protect against revealing the Identity of clients to unauthorized agencies, Individuals, or entities, Last Updated:8/28/2018 + Clients may not be denied services based on their choice to withhold their consent, Each partyto this memorandum of agreement shall defend, indemnify, and hold all other parties harmless from any and all claims arlsing out of that party's negligent performance of this agreement. Any loss or ilabillty to third parties resulting from negligent acts, errors, or emissions of an OC HMIS user white acting within the scope of their authority under this Agreement shall be borne by that user exclusively. Agreed to and signed by the following agency representative (Executive Director or equivalent only): Printed Name :_ rn t -,e G7 r `RJ Agency Name, y Y 1' 1 l t 0— C' f?_ U-xx. Last Updated: 8/28/2018 Francine R. Villareal yN.,aeelisigned nrF,aermaa, FAMIFO "Date: 3021,07.,E laF55 F7 day AC "J?"' R-01 R O G k - CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYVYY) 6/39/2021 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 BELOW. POLICIES 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 If SUBROGATION IS WAIVED, subject to the terms and conditions of policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. the policy, certain this certificate does not confer rights to the certificate holder in lieu of such policies may require an endorsement. A statement on endorsements PRODUCER License 9 UM10410 . NO TACT ArmstrongfRobitallle/Rlegle Business and Insurance Solutions PNAAONE (ac, No, E.t): (949) 381-77DO nlc, No :(949) 487-6151 830 Roosevelt, Suite 200 Irvine, CA 92620 A�AIEs . arrinfo@aleragroup.Com INSURER 11 AFFORDING COVERAGE NAIC ft INSURED INSURER A: Philadelphia IndemnityIns Co 18058 INSURER B:COm WOSt Insurance Company 12177 Families Forward INSURER C: 8 Thomas INSURER D Irvine, CA 92618 INSURER E : COVFRAriFC NSURER F: THIS INDICATED. CERTIFICATE EXCLUSIONS JLMMEN --- IS TO CERTIFY THAT THE POLICIES NOTWITHSTANDING ANY MAYBE ISSUED OR MAY AND CONDITIONS OF SUCH TYPE OF INSURANCE OF REQUIREMENT, PERTAIN, POLICIES. ADDLSUBR INSURANCE `aruca.nc LISTED BELOW HAVE TERM OR CONDITION OF THE INSURANCE AFFORDED BY LIMITS SHOWN MAY HAVE BEEN POLICY NUMBER BEEN ISSUED ANY CONTRACTOR THE POLICIES REDUCED BY POLICY EFF TO THE INSURED OTHER DESCRIBED PAID CLAIMS. POLICY EXP OD REVISION NUMBER: NAMED ABOVE FOR DOCUMENT WITH RESPECT HEREIN IS SUBJECT LIMITS THE POLICY PERIOD TO WHICH THIS TO ALL THE TERMS, A X COMMERCIAL GENERAL LIABILITY AMAGECH $ 1,000,000 CLAIMS MADE X OCCUR ❑ y, PHPK2293752 7/1/2021 71112022 DAMAGEORENTEDRENCE TO PREMISES(E. QTov ce) $ 100,000 MED EXP (Any oneperson) 20,000 A PHPK2293752 711/2027 7!1/2022 GEN'L AUTOMOBILE X X AGGREGATE LIM IT APPLIES PER: POLICY ❑ PP0 ❑X LOC OTHER: LIABILITY ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS p VMS ONLY X AO1TNpSONEV PERSONAL &ADV INJURY 1,000,000 GENERAL AGGREGATE 3,000,000 PRODUCTS- COMP/OPAGG 3,000,000 SEXUAL ABUSE COMBINED SINGLE LIMIT E accitl t BODILY INJURY Per erson 1,000,000 1,000,000 $ B0DILYINJURY JU Y(Peraccident $ Per accident $ EACH OCCURRENCE $ 4,000,000 A X UMBRELLA LIAB X OCCUR Excess LIAB CLAIMS -MADE PHUB774554 7/1/2021 7/1/2022 OED X RETENTION$ 10,000 AGGREGATE 4,000,000 X PER OTH- ST UTE E B A WORKERS COMPENSATION ANO EMPLOYERS' LIABILITY AApNY PRgOqPRIETOER�IPARTNERIEXECUTIVE YIN (ManEa?o EIDNH) EXCLUDED? ❑ I(yyes, describeunder DESCRIPTIONO OPERATIONS below Professional (E&O) NIA WCV550516100 PHPK2293752 7/1/2021 71112021 71112022 711/2022 E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYE 1,000,000 E.L. DISEASE - POLICY LIMIT Occurrence 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS IVE HICLES (ACORD 101, Additional Remarks Schedule, may be attached If more apace Is real b rad) The City of Santa Ana, Its officers, employees, agents, and representatives are named as Additional Insured on Primary and Non-Contribory basis with respect to General Liability coverage per attached forms as required in a written contract, agreement, or memorandum of understanding. 30 Days Cancellation Notice unless 10 Days for Non -Payment. CERTIFICATE Nnl nFR 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 '461m aCA.h ACORD 25 (2016/03) ©1988-2015 ACORD The ACORD name and logo are registered marks of ACORD _dabsRldcMwtegrnurdDiuielon 8 RE%EIJED&APPRWEDBr I RnkMznagement AnafysE Policy Number: PHPK2293752 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 fallowing 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 ance Page #Extended Property Damage 2Limited Rental Lease Agreement Contractual Liability it 5Less Ethan 2feet 2DamagetoProperty YouOwn, Rent, or Occupy it 2$,000,000 3 HIPAA Clarification Medical Payments $20 5,000 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 —Janitonal.Services Client Coverage $10,000limit 5 Additional Insured — Newly Acquired Time Period Amended g Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additionallnsured — 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 Additionallnsured—Franchisor Included g Additional Insured — When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included g Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc„ with its pe ea,my, R&kfanq duivw n © 2011 Philadelphia Indemnity Insurance Company REMEWED & APPROVED By. Ruk Management:Analyst PI-GLD-HS (10/11) 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 1t 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 pe tusk oMeton © 2011 Philadelphia Indemnity Insurance Company n rsEnoweoar: RRh ManngemeeRAnalyst PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. 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) (ii) 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 pe u; x&knena„�„tnvki� © 2011 Philadelphia Indemnity Insurance Company o4,R�n�D&APPRovmay, '�00 ° F ftO WnaWMM 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. G. 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 pe �y w"k�ttow © 2011 Philadelphia Indemnity Insurance Company A, Z, RsnMso&APPRovID By. Risk Management Analyst 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 pe to vis on ©2011 Philadelphia Indemnity Insurance Company aEwEWEDM&APPxweoev R,skManafleflnent Analyst PI-GLD-HS (10/11) 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 pe_ u wakMa Pg�eRtoiYion © 2011 Philadelphia Indemnity Insurance Company k REVIEWED&APPROVED BY' Lam -WO RIAManagement Analyst 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 pe © 2011 Philadelphia Indemnity Insurance Company ..�+n�c RlelxMaimgnnentDivlefon tfi wb}° REVIEWED&APPROVED BY. Rls lc Management Analyst 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 pe RleleMan.gerecD Wa un © 2011 Philadelphia Indemnity Insurance Company s REVIEWED& APPRovED By: �--�" Rww Managem otAna" 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 pe M, xmkMam © 2011 Philadelphia Indemnity Insurance Company s._ RnmEWED&/iPPROV�Br: �� Rmichhanageinent Nm{yst 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 pe 02011 Philadelphia Indemnity Insurance Company �r�aa R7akManag�:mentD[vieton `. REV EWED&APPR6Ve)BY: Risk Mznagement Analyst - 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 pe wrkMw ion © 2011 Philadelphia Indemnity Insurance Company a RemEwEoanrvarnmsv Risk Managemen4Anayst PI-GLD-HS (10/11) 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 pe utdcMangme�tpWsion © 2011 Philadelphia Indemnity Insurance Company REneVveo&APpRovm ev: MA Manageme[it�inzlyst Policy Number: PHPK2293752 COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 0104 13 © Insurance Services Office, Inc., 2012 ge.saao„ RlekManrgcmumtDiW IM ggREmEWED&PtyAPPROVED BY: 3 C�AA4"��k.6 A VWA4a �' Risk Winngemmt malyst Policy Number: PHPK2293752 PI-CA-004 10/14 THIS ENDORSEMENT CHANGES THE POLICY PLEASE -READ IT CAREFULLY PRIMARY AND NON-CONTRIBUTORY CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Otherinsurance: The insurance provided by this policy for any additional insured endorsement attached to this policy is primary when primary coverage is required in a written contract. In addition, we will not seek contribution from any insurer when insurance on a non-contributing basis is required in a written contract for any additional insured endorsement attached to this policy. For coverage to apply, the written contract must have been executed prior to the occurrence of "loss." This endorsement supersedes anything to the contrary. Page 1 of 1 ©2014 Philadelphia Consolidated Holding Corp. s% h.R�neweo6 MPROVO7 BY: �"'-�----� RiskManagemen4Ana4st