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FAMILIES FORWARD (5)
DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 A-2021-107-06 AUG 1 9 2021 INSURANCE ON FILE WORK MAY PROCEED AGREEMENT BETWEEN THE CITY OF SANTA ANA AND UNTIL INSURANCE EXPIRES FAMILIES FORWARD FOR USE OF 7 / I J %.b 2 THE SECOND ALLOCATION OF CLERK OF GOUNCiL EMERGENCY RENTAL ASSISTANCE PROGRAM (ERA2) FUNDS DATE: This Agreement is hereby made and entered into this I ' day of August, 2021, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and Families Forward, a California nonprofit corporation ("SUBRECIPIENT" or "CONTRACTOR"). RECITALS: A. On March 11, 2021, the federal American Rescue Plan Act of 2021, Pub. L. No. 117-2 was signed into law and, pursuant to Title III, Subtitle B, Section 3201, included $21.55 billion allocated to the United States Treasury for the Emergency Rental Assistance Program ("ERA2") to assist households that are unable to pay rent or utilities due to the COVID-19 pandemic. The funds were provided directly to States, U.S. Territories, local governments, and Indian tribes ("Grantees"). Grantees must use the ERA2 funds to provide assistance to eligible households through existing or newly created rental assistance programs. Grantees may use the ERA2 funds to make subawards to other entities, including non-profit organizations, to administer an ERA2 on behalf of the Grantees. Grantees may also enter into contracts using ERA2 payments for goods or services to implement an ERA2. Not less than 85 percent of awarded funds must be used for direct financial assistance, including rent, rental arrears, utilities and home energy costs, utilities and home energy costs arrears, and other expenses related to housing. Remaining funds are available for administrative costs. B. As an eligible grantee with a population greater than 200,000 and an existing rental assistance program, the CITY applied for a direct allocation of ERA2 funds from the Department of Treasury and on May 10, 2021, the CITY's application was approved for a direct allocation of $7,817,891.20 and a High -Need allocation of $6,208,702.70 for a total of $14,026,593.90 ("CITY Allocation"). As part of the CITY Allocation, the CITY executed a U.S. Department of the Treasury Emergency Rental Assistance Agreement attached hereto as Exhibit H and incorporated herein by reference. C. On July 6, 2021, the second direct allocation of ERA2 funds ("ERA2 Funds") in the amount of $14,026,593.90 was approved by the Santa Ana City Council. $11,922,604.82 of these ERA2 Funds are to be allocated to the CITY's CARES for Tenants Program. The remaining $2,103,989.09 (15% of the total grant) of the CITY Allocation of ERA2 Funds will be used for administration of the Program by the CITY and shared proportionally with the SUBRECIPIENT and other contractors. D. SUBRECIPIENT has been selected by the CITY to receive ERA2 Funds in order to administer the CITY's CARES for Tenants Program, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet the ERA2 objectives to respond to this historic COVID-19 public health DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 crisis. E. SUBRECIPIENT agrees that it will adhere to the eligibility requirements, required documentation, and project expectations as indicated in Exhibit A for said program and in compliance with Section 3201(a) of the American Rescue Plan Act of 2021, the Department of Treasury's Frequently Asked Questions, and the CARES for Tenants Program Guidelines and Frequently Asked Questions established for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: I. ERA2 PROVISIONS A. Scope of Work. SUBRECIPIENT shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the size of the grant, the eligibility requirements, the eligible expenses for said program, the disbursement of funds, the required information/documents to qualify for grant award, and the project expectations as described in the Scope of Work attached hereto as Exhibit A. SUBRECIPIENT's failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term of Agreement. The term of said Agreement shall commence on the date first written above and continue through March 31, 2022 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement shall also cover any and all services provided by the SUBRECIPIENT to the CITY since the date the CITY Allocation of ERA2 Funds was awarded to the CITY. Additionally, the Term of this Agreement may be extended by a writing executed by the City Manager, or her designee, and the City Attorney. C. Amount of Grant Funding. The total amount of ERA2 Funds provided for said program shall not exceed One Million, Six Hundred Thirteen Thousand, Fifty -Eight Dollars and Thirty Cents ($1,613,058.30) during the Term of the Agreement. SUBRECIPIENT agrees to administer said program as outlined in Exhibit A, and within the terms of this Agreement, and to use said ERA2 Funds to administer said program pursuant to the regulations in Exhibit B attached hereto and incorporated herein by reference. (1) Direct Financial Assistance. SUBRECIPIENT will be responsible to approve the payment of direct financial assistance for up to an amount not to exceed One Million, Four Hundred Ninety Thousand, Three Hundred Twenty -Five Dollars and Sixty Cents ($1,490,325.60) to be used solely for grants to eligible participants in said program in accordance with Exhibit A. The direct financial assistance will be disbursed by Orange County United Way as a third party on behalf of the SUBRECIPIENT and CITY under a separate Agreement. DocuSign Envelope ID; 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 (2) Administrative Funds. CITY shall make administrative fee payment(s) to SUBRECIPIENT in an amount not to exceed One -Hundred, Twenty -Two Thousand Seven Hundred Thirty -Two Dollars and Seventy Cents ($122,732.70), pursuant to the terms detailed in Exhibit B. D. Disbursement of Funds. Said Administrative Funds shall be disbursed by CITY to the SUBRECIPIENT pursuant to the terms found in the Compensation/Payment attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for ERA2 Funds, or return the entire request to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ERA2 Funding. The CITY reserves the right to reduce the amount of ERA2 Funds to SUBRECIPIENT, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ERA2 Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program term. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. (3) Reversion of Assets. SUBRECIPIENT agrees that any and all funds received under this Agreement shall be disbursed during the Term of this Agreement, and that any and all funds remaining as of the end of the Term, which have not been disbursed, shall be returned by SUBRECIPIENT to the CITY within thirty (30) days of the expiration or earlier termination of the Agreement. No expense of SUBRECIPIENT will be reimbursed by CITY if incurred after the end of the Term of the Agreement. (4) Interest on Funds. ERA2 Funds made by Treasury to local governments, Tribes, and TDHEs are not subject to the requirement of 2 CFR 200.305(b)(8)-(9) to maintain balances in an interest -bearing account and remit payments to Treasury. E. Grant Program Requirements. (1) SUBRECIPIENT acknowledges that the source of funding for said program is the federal ERA2 Funds, and that payments from the ERA2 Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19 in compliance with Section 3201(a) of the American Rescue Plan Act of 2021, the Department of Treasury's Frequently Asked Questions, and the CARES for Tenants Program Guidelines and Frequently Asked Questions established for said program. DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 (2) SUBRECIPIENT acknowledges that ERA2 Fund provisions allow the use of ERA2 Funds for expenses associated with the provision of rental assistance in connection with the COVID-19 public health emergency, and will not use these funds for any other uses (3) SUBRECIPIENT shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A and Section 3201(a) of the American Rescue Plan Act of 2021, the Department of Treasury's Frequently Asked Questions, and the CARES for Tenants Program Guidelines and Frequently Asked Questions established for said program. (4) CITY entered into a U.S. Department of the Treasury Emergency Rental Assistance Agreement receiving and recognizing the CITY Allocation of ERA2 Funds to be used by CITY to provide rental assistance. A true and correct copy of the U.S. Department of the Treasury Emergency Rental Assistance Agreement is attached hereto as Exhibit H and incorporated herein by this reference. Subrecipient has been made aware of the U.S. Department of the Treasury Emergency Rental Assistance Agreement and agrees to comply with all the conditions of the U.S. Department of the Treasury Emergency Rental Assistance Agreement and the applicable requirements governing the use of ERA2 Funds, including amendments or addendums to said Agreement, if any. City will provide notice of any such amendments or addendums to said Agreement to Subrecipient, and such notice will be sufficient to incorporate such amendment or addendum into this Agreement. F. Performance Monitoring. (1) The subrecipient monitoring and management requirements set forth in 2 CFR 200.331-200.333 will apply to SUBRECIPIENT. SUBRECIPIENT shall submit program performance information as often as requested by CITY, but no less than the submission of weekly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each weekly report is due within three (3) business days of completion of work for each week. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate SUBRECIPIENT's management and operation of said program on factors, including but not limited to grant volume, disbursed funds, management, reporting and strategic results with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the SUBRECIPIENT to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the SUBRECIPIENT within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CITY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. SUBRECIPIENT shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine SUBRECIPIENT's conformity with the terms of this Agreement. If any services performed by SUBRECIPIENT are not in conformance with the terms of this Agreement, the CITY shall have the right to require SUBRECIPIENT to perform the DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D635EOA68A1 services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge SUBRECIPIENT for any costs incurred by the CITY because of SUBRECIPIENT's failure to perform. (6) SUBRECIPIENT shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate SUBRECIPIENT's performance under this Agreement at any time, upon reasonable notice to SUBRECIPIENT. G. Audit. (1) SUBRECIPIENT shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to the ERA2 regulations. (2) The books and accounts, files, and other records of SUBRECIPIENT, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY to determine the proper application and use of all ERA2 Funds provided to or for the account or benefit of SUBRECIPIENT. (3) SUBRECIPIENT assumes responsibility for reimbursement to CITY a sum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to SUBRECIPIENT f6r direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) SUBRECIPIENT agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. SUBRECIPIENT firther agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, SUBRECIPIENT shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the ERA2 Funds of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT' S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to: (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 available within the City of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. SUBRECIPIENT agrees that all materials, reports or products . in any form, including electronic, created by SUBRECIPIENT for which SUBRECIPIENT has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. SUBRECIPIENT agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); and, (3) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. IL SUBRECIPIENT'S OBLIGATIONS A. Representations and Warranties. (1) Authority. SUBRECIPIENT is a duly organized and existing nonprofit organization in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (2) Experience. SUBRECIPIENT is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; .(ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. 6 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 (4) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (5) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. SUBRECIPIENT is not tbe.subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (7) Proposal Veracity. All, provisions of and information provided in SUBRECIPIENT's management proposal submitted to CITY, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. SUBRECIPIENT has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. CITY shall provide a license to the application software used for the CARES for Tenants Program. C. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good - faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for ERA2 Funds; provided however, the SUBRECIPIENT must be able to account for receipt, obligation, distribution and expenditure of ERA2 Funds pursuant to applicable 2 CFR 200.302 requirements. 7 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 E. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. F. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to the ERA2, and that distribution and expenditure of these ERA2 Funds shall be in accordance with the ERA2 and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by SUBRECIPIENT shall be returned to CITY, unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit E "Debarment', which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. L Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby ERA2 Funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify distribution or expenditure r3 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D035EOA68A1 of the ERA2 Funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. SUBRECIPIENT shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ERA2 Funds under this Agreement. L. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use ERA2 Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. LobbyinQ. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in Exhibit F, attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit F). N. Financial Interest. SUBRECIPIENT agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who.exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. O. Labor Standards. The SUBRECIPIENT agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The SUBRECIPIENT agrees to comply with the DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. P. Equal Employment Opportunities. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by ERA2 Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (W/MBE)_ SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian - Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. Drug Free Workplace. SUBRECIPIENT agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit G attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements Cost Principles and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. III. CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's audit of all ERA2 Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations CITY shall monitor the performance of SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be 10 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 responsible to accomplish the project expectations asset forth in Exhibit A, and report such results to the CITY. If the SUBRECIPIENT estimates .such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non- compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections that it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. 1V. GENERAL PROVISIONS A. Non -Discrimination. 1. SUBRECIPIENT agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. 2. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. 11 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 5. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. B. C.onflict of hterest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, SUBRECiPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ERA2 Funds granted to the CITY, inclusive of the subject ERA2 Funds, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with ERA2 Funds, in accordance with 24 CFR 570.2000): 1. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United. States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, ERA2 Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said 12 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 program, where the cost constitutes in dollar terms only an incidental portion of the ERA2 expenditure for rendering the services under said program. D. Prohibition of Nepotism. SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in- law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term"administrative capacity" means having selection, hiring, supervisor or management responsibilities. E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Steven Mendoza Executive Director Community Development Agency 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Families Forward 8 Thomas Irvine, CA 92618 Tel: (949) 552-2727 F. Assignability. None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. G. Indemnification/Hold Harmless. SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. H. Insurance. 13 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self-insurance and CITY. Governmental entities may provide proof of self-insurance. (a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. (b) SUBRECIPIENT shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring prior to the expiration of this Agreement. (i) Certificates shall list the City as a Certificate Holder as follows: City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92701 2. Automobile Liability Coverage. SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non - owned automobiles used by SUBRECIPIENT employees or participants in performance of this Agreement, or, in the event that SUBRECIPIENT will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, SUBRECIPIENT shall secure and maintain on file from all such employees, participants, or agents as self -certification of automobile insurance coverage. Governmental -entities may provide proof of self-insurance. 3. Workers' Compensation. If SUBRECIPIENT is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., SUBRECIPIENT shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries 14 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. 4. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. SUBRECIPIENT understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. I. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement maybe suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of ERA2 Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 3. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in .whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibit A or failure to meet the project expectations set forth in Exhibit A.. 6. The grant of funds under this Agreement maybe terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ERA2 program for any term subject to this Agreement. 15 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 7. In the event this Agreement is terminated as set forth in subparagraphs I(1) through I(6), inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. J. Limitation of Funds. The United States of America may in the future place programmatic or fiscal limitations on the use of ERA2 Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ERA2 funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of SUBRECIPIENT's authority to disburse funds, or may restrict SUBRECIPIENT's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ERA2 Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ERA2 Funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to SUBRECIPIIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. L. Laws Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of MO DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D035EOA68A7 this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. O. Federal Award Identification Information. SUBRECIPIENT's pertinent Federal Award Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for the ERA2, are included in Exhibit D attached hereto and incorporated herein by this reference. Miscellaneous Provisions. 1. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. (Signatures on followingpage) 17 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. APPROVED AS TO FORM: SONIA R. CARVALHO RECOMMENDED FOR APPROVAL: STEVEN MENDOZA Executive Director Community Development Agency In CITY OF SANTA ANA KRISTINE RIDGE City Manager SUBRECIPIENT: FoMU �yn.a by: aa�InA& AivuA 9- Madelynn Himeise Chief Executive Officer DUNS #: 61-00-93825 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 EXHIBIT A SCOPE OF WORK 19 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 Name of Organization Name of Funded Program Performance Goal City of Santa Ana ERA2 Scope of Work August 1, 2021 - March 31, 2022 Families Forward CARES for Tenants Unduplicated Participants anticipated to be served during the 8-month Schedule of Performance. 298 TOTAL I I 98 Santa Ana Participants 1 100%1 1 2981 Low Income Participants I 100% Schedule of Performance (estimated) Month 1: AUG 1 - AUG 31 Month 2: SEP 1 - SEP 30 Month 3: OCT 1 - OCT 31 Month 4: NOV 1 - NOV 30 Month 5: DEC 1 - DEC 31 Month 6: JAN 1 - JAN 31 Month 7: FEB 1 - FEB 28 Month 8: MAR 1 - MAR 31 Program and Funding Description Unduplicated Administrative Participants Costs 38 38 37 37 37 37 37 37 298 $ 15,341.59 $ 15,341.59 $ 16,341.59 $ 15,341.59 $ 15,341.59 $ 15,341.59 $ 15,341.59 $ 15,341.59 $ 122,732.70 Families at risk of homelessness due to a financial crisis because of COVID-19 are eligible for a one-time payment of 100% of their rental arrears/past due rent owed since April 1, 2020, payable to their landlord on their behalf or directly to the family if the landlord refuses to participate. -Families Forward will prioritize new applicants according to Area Median Income (AMI), with 50%AMI resident applications being reviewed first. -Families Forward will administer $1,490,325.60 in direct financial assistance for approximately 298 families. The total assistance available per household is equal to 100% of their rental arrears/past due rent owed since April 1, 2020, up to a maximum of 15 months. The number of 298 families to be assisted assumes that the average rental arrears per family equals $5,000 per household. The total number of families assisted will vary according to the total amount of past due rent approved per household. -Families Forward will assist households with rental arrears/past due rent due to the COVID-19 global pandemic up to the maximum amount of $1,490,325.60 in direct financial assistance by providing a one-time payment for past due rent. -Direct assistance may only be approved in compliance with Section 3201(a) of the American Rescue Plan Act of 2021, the Department of Treasury's Frequently Asked Questions, and the CARES for Tenants Program Guidelines and Frequently Asked Questions established for the Program. Eligibility Criteria: -Santa Ana resident with an obligation to pay rent -Household income below 80% of the area median income (with a priority for residents with income below 50% of the Area Median Income) -A household member that has a reduction of income or other financial hardship due to COVID-19 -At risk of experiencing homelessness or housing instability Program Details: -Residents will apply online via the Neighborly Software application portal available on the City of Santa Ana's website following the CARES for Tenants Program Guidelines and Frequently Asked Questions. -Families Forward will determine the eligibility of applicants for the program, including: application review; eligibility verification; collection of required supporting documentation; communication/coordination with the applicant; coordination with the applicant's landlord for the tenant's lease/sublease agreement, past due rent C:171mild"A DocuSlgn Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D035EOA68A1 amount, and rent ledger; general determination of eligibility of the applicant. -Families Forward is responsible to ensure that each tenant is qualified and determined eligible in compliance with Section 3201(a) of the American Rescue Plan Act of 2021, the Department of Treasury's Frequently Asked Questions, and the CARES for Tenants Program Guidelines and Frequently Asked Questions established for the Program. -After the family is determined eligible, Families Forward will approve the applicant for assistance in the Neighborly Software application portal and the City will send the approved application information to the United Way of Orange County who will act as the payor and make payment to the tenant's landlord on behalf of the tenant after all required landlord documentation/information is received. The United Way of Orange County will make payment to the tenant if the landlord refuses to participate in the program. -Families Forward will submit invoices for reimbursement of administrative expenses on a monthly basis -ERAP funding will generally be used for administrative expenses for Families Forward to determine the eligibility of tenants for $1,490,325.60 in direct financial assistance. Reporting Details: -Families Forward will provide weekly updates (performance reports) to the City and will ensure that all applicant information is correct, complete and curent for all applications assigned to them in Neighborly Software. -Families Forward will monitor the payment approvals such that no more than $1,490,325.60 in direct financial assistance is approved for eligible tenants. Any additional payments approved by Families Forward beyond $1,490,325.60 in direct financial assistance will be charged back to Families Forward as an administrative expense. EXHIBIT A DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D635EOA68A1 EXHIBIT B COMPENSATION/PAYMENT 20 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 Organization Name Families Forward Program Name CARES for Tenants PROGRAM BUDGET EXPENDITURES Enter budget categories and projected expenditures for the proposed program: Expenditures Funded By Expenditures Total Santa Ana Funded By Program Organization Category ERAP Other Sources Budget Budget Administrative costs attributable to providing Direct Financial Assistance $122,732 $122,732 $ 122,732 $0 $ $0 $ - $o $ $o $ $ $o $ - TOTAL BUDGET $122,732 $0 $122,732_L $122,732 PROGRAM RESOURCES LIST ALL OTHER PROGRAM RESOURCES Funding Source Total must equal Program Budget Total listed above. FUNDING SOURCE AMOUNT Santa Ana ERAP $ 122,732 TOTAL $ 122,732 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 ERA2 BUDGET LINE ITEMS ADMINISTRATIVE STAFF Position Title Annual Salary & Benefits ERAP Funds Requested Description Application review; eligibility verification; collection of required supporting documentation; Administrative costs communication/coordination with the applicant; attributable to approving $ 122,732 coordination with the applicant's landlord for the families for Direct Financial tenant's lease/sublease agreement, past due rent Assistance amount, and rent ledger; general determination of eligibility of the applicant; and administrative fee to staff the program PROGRAM STAFF Position Title Annual Salary & Benefits ERAP Funds Requested Description CONTRACTUAL/PROFESSIONAL SERVICES Type of Service Contract Amount ERAP Funds Requested Description OTHER LINE ITEMS Line Item Program Amount ERAP Funds Requested Description EXHIBIT B-1 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 EXHIBIT C PROJECT SCHEDULE (Estimated) Month 1: AUG 1 - AUG 31 Month 2: SEP 1 - SEP 30 Month 3: OCT 1 - OCT 31 Month 4: NOV 1 - NOV 30 Month 5: DEC 1 - DEC 31 Month 6: JAN 1 - JAN 31 Month 7: FEB 1 -FEB 28 Month 8: MAR 1 -MAR 31 21 Unduplicated Participants 38 38 37 37 37 37 37 37 298 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EDA68A1 EXHIBIT D FAIN INFORMATION A. CONTRACTOR Name: Families Forward B. CONTRACTOR'S Unique 61-00-93825 Identifier (D-U-N-S): Federal Award C. Identification Number (FAIN): D. Federal Award Date: May 10, 2021 E Subaward Period of August 1, 2021— March 31, 2022 Performance: Total Amount of Federal F. Funds Obligated by the $1,613,058.30 Action: Total Amount of Federal G. Funds Obligated to the $1,613,058.30 CONTRACTOR: H. Total Amount of the $14,026,593 Federal Award: I Federal Award Project Department of Treasury Emergency Rental Assistance Description: Program J. Federal Awarding Agency: U.S. Department of the Treasury K. Name of PTE: L. Contact Information for the Judson Brown, Housing Division Manager Awarding Official: Phone Number: (714) 667-2241 E-mail Address: jbrowngsanta-ana.org M. CFDA Number: 21.023 CFDA Name: Department of Treasury Emergency Rental Assistance Program N. Whether Award is R&D: No O' Indirect Cost Rate for the N/A Federal Award: 22 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 EXHIBIT E DEBARMENT Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Re ig ster (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Madelynn Hirneise Name and Title of Authorized Representative by: CEO (tVtWst, 8/2/2021 Date 23 DocuSlgn Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D035EOA68A1 INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms 'covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debaned, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non -Procurement Programs. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 24 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in 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. 25 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 EXHIBIT F LOBBYING Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Families Forward Grantee/Contactor Organization madelynn Hirneise I IUp t l_ F16FGFA F Name of Certifying Officer Signature Program Title ffivl. sfl 8/2/2021 Date NEO DocuSign Envelope ID: 7EADADA5-BFAB-4D41-862F-4DO35EOA68A1 SUBRECIPIENT warrants the following 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. 27 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 EXHIBIT G DRUG -FREE WORKPLACE Certification Regarding Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (e) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; m DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (1). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Families Forward Organization Docusigned by: � (VIVItI ISt 8/2/2021 E15Authorized Signature Date 29 DocuSign Envelope ID; 7EAOADA5-BFAB-4D41-862F-4D036EOA68A1 PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Name: Hadelynn Hirneise The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): 8 Thomas Irvine, CA 92618 2030 N. East 1st street Santa Ana, CA 92705 30 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 EXHIBIT H U.S. DEPARTMENT OF THE TREASURY EMERGENCY RENTAL ASSISTANCE (ERA2) AGREEMENT 31 DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 OMB Approved No.: 1505-0270 U.S. DEPARTMENT OF THE TREASURY Expiration Date: 10/31/2021 EMERGENCY RENTAL ASSISTANCE Eligible grantee name and address: DUNS Number: 083153247 City of Santa Ana Taxpayer Identification Number: 956000785 20 Civic Center Plaza Assistance Listing Number and Title: 21.023-Emergency Rental Assistance Santa Ana, California, 92701_0000 Program Section 3201(a) of the American Rescue Plan Act of 2021, Pub. L. No. 117-2 (March 11, 2021), authorizes the Department of the Treasury ("Treasury") to make payments to certain eligible grantees to be used to provide emergency rental assistance. The eligible grantee hereby agrees, as a condition to receiving such payment from Treasury, to the terms attached hereto. —nocuSigned by: Authorized Representative Signature (above) [To be signed by chief executive officer if recipient is a local government.] Authorized Representative Name: Authorized Representative Title: Date Signed: U.S. Department of the Treasury: Name of Authorized Representative: Jacob Lelberiluil Title: Counselor to the Secretary Date: 5./13±2021 Kristine City Manager 5/10/2021 PAPERWORK REDUCTION ACT NOTICE: The information collected will be used for the U,S. Governmentto process requests for support. The estimated burden associated with this collection of information is 15 minutes per response. Comments concerning the accuracy ofthis burden estimate and suggestions for reducing this burden should be directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1500 Pennsylvania Ave., N.W., Washington, D.C. 20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by OMB. PRIVACY ACT STATEMENT AUTHORITY: Solicitation of this information is authorized by the American Rescue Plan Act of 2021, Tine III, Pub. L. No. 117-2. PURPOSEXreasury is required by the American Rescue Plan Act of 202l to identify eligible gmntees/recipients to provide emergency rental assistance to individuals who qualify for relief under the Act. Eligible grantees/recipients are state, local, and territorial governments which identify households requiring relief according to requirements contained in the Act. Treasury maintains contact information for authorized representatives and contact persons for the purpose of communicating with eligible grantees regarding issues related to implementation of the Act. .ROUTINE USES:The information you furnish may be shared in accordance with the routine uses outlined in the Treasury's system of records notice, Treasury .017 - Correspondence and Contact Information, which can be found at 81 FR 78266 (Nov. 7, 2016). DISCLOSURE: Disclosure of this information to Treasury is required in order to comply with the requirements the American Rescue Plan Act of 2021. Disclosure ofthis information is voluntary, however, gmntees/recipients that do not disclose contact information will be unable to communicate with Treasury on issues related to their obligations under the Act and this may affect the status of their award. DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4DO35EOA68A1 OMB Approved No.: 1505-0270 U.S. DEPARTMENT OF THE TREASURY Expiration Date: 10/31/2021 EMERGENCY RENTAL ASSISTANCE AWARD TERMS AND CONDITIONS 1. Use of Funds. Recipient understands and agrees that the funds disbursed under this award may only be used for the purposes set forth in subsection (d) of section 3201 of the American Rescue Plan Act of 2021, Pub. L. No. 117-2 (March 11, 2021) ("Section 3201") and any guidance issued by Treasury regarding the Emergency Rental Assistance program established under Section 3201 (the "Guidance"). 2. Reallocation of Funds. Recipient understands and agrees that any funds allocated by Treasury to Recipient that are not disbursed to Recipient in accordance with Section 3201(c)(2) as a subsequent payment will be reallocated by Treasury to other eligible recipients under Section 3201(e). Such reallocation of funds shall be made in the manner and by the date, which shall be no sooner than March 31, 2022, as may be set by Treasury. Recipient agrees to obligate at least fifty (50) percent of the total amount of funds allocated by Treasury to Recipient under Section 3201 to be eligible to receive reallocated funds under Section 3201(e). 3. Assistance to Eligible Households. Recipient agrees to permit eligible households (as defined in Section 3201(i)(2)) to submit applications for financial assistance directly to Recipient, and to receive financial assistance directly from Recipient, under programs established by Recipient using funds disbursed under this award. Recipient may make payments to a landlord or utility provider on behalf of an eligible household, but if the landlord or utility provider does not agree to accept such payment after Recipient makes reasonable efforts to obtain its cooperation, Recipient must make such payments directly to the eligible household for the purpose of making payments to the landlord or utility provider. _ 4. Period of Performance. The period of performance for this award begins on the date hereof and ends on September 30, 2025. Recipient shall not incur any obligations to be paid with the funding from this award after such period of performance ends. 5. Administrative costs. a. Recipient may use funds provided to the Recipient to cover both direct and indirect costs. b. The total of all administrative costs, whether direct or indirect costs, may not exceed 15 percent of the total amount of the total award. 6. Renorting.Recipient agrees to comply with any reporting obligations established by Treasury as related to this award. Recipient acknowledges that any such information required to be reported pursuant to this section may be publicly disclosed. 7. Maintenance of and Access to Records. a. Recipient shall maintain records and financial documents sufficient to support compliance with Section 3201 and the Guidance. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Recipient in order to conduct audits or other investigations. c. Records shall be maintained by Recipient for a period of five (5) years after the period of performance. 8. Cost Sharing.Cost sharing or matching funds are not required to be provided by Recipient, _ 9. Compliance with Applicable Law and Regulations. a. Recipient agrees to comply with the requirements of Section 3201 and the Guidance. Recipient also agrees to comply with - all other applicable federal statutes, regulations, and executive orders, and Recipient shall provide for such compliance in any agreements it enters into with other parties relating to this award. b. Federal regulations applicable to this award include, without limitation, the following: i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F — Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25 and pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. DocuSlgn Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D035EOA68A1 iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.P.R. Part 170 is hereby incorporated by reference. iv. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180 including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury's implementing regulation at 31 C.F.R. Part 19. v. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. vi. Governmentwide Requirements for Drug -Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21. c, Statutes and regulations prohibiting discrimination applicable to this award, include, without limitation, the following: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d or seq.) and Treasury's implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the grounds of race, color, or national origin under programs or activities receiving federal financial assistance; ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving or benefitting from federal financial assistance; iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.) and Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. 10. False Statements. Recipient understands that false statements or claims made in connection with this award is a violation of federal criminal law and may result in fines, imprisonment, debarment from participating in federal awards or contracts, and/or any other remedy available by law. 11. Conflicts of Interest. Recipient understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c), and that such conflict of interest policy is applicable to each activity funded under this award. Recipients and subrecipients must disclose in writing to Treasury or the pass -through agency, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112. 12. Publications. Any publications produced with finds from this award must display the following language: "This project [is being] [was] supported, in whole or in part, by federal award number [enter project FAIN] awarded to [name of Recipient] by the U.S. Department of the Treasury." 13. Debts Owed the Federal Government. a. Any funds paid to Recipient (1) in excess of the amount to which Recipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused shall constitute a debt to the federal government. b. Any debts determined to be owed the federal government must be paid promptly by Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury's initial written demand for payment, unless other satisfactory arrangements have been made. Interest, penalties, and administrative charges shall be charged on delinquent debts in accordance with 31 U.S.C. § 3717 and 31 C.F.R. § 901.9. Treasury will refer any debt that is more than 180 days delinquent to Treasury's Bureau of the Fiscal Service for debt collection services. DocuSign Envelope ID: 7EAOADA5-BFAB-4D41-862F-4D035EOA68A1 c. Penalties on any debts shall accrue at a rate of not more than 6 percent per year or such other higher rate as authorized by law. Administrative charges, that is, the costs of processing and handling a delinquent debt, shall be determined by Treasury. 14. Disclaimer. a. The United States expressly disclaims any and all responsibility or liability to Recipient or third persons for the actions of Recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any contract, or subcontract under this award. b. The acceptance of this award by Recipient does not in any way constitute an agency relationship between the United States and Recipient. 15. Protections for Whistleblowers. a. In accordance with 41 U.S.C. § 4712, Recipient may not discharge, demote, or otherwise discriminate against an employee as a reprisal for disclosing information to any of the list of persons or entities provided below that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. b. The list of persons and entities referenced in the paragraph above includes the following: i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General; _ iii. The Government Accountability Office; iv. A Treasury employee responsible for contract or grant oversight or management; v. An authorized official of the Department of Justice or other law enforcement agency; vi. A court or grand jury; and/or vii. A management official or other employee of Recipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct. c. Recipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce. 16. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 8, 1997), Recipient should and should encourage its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles. 17. Reducing Text Messaging While Driving, Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 1, 2009), Recipient should encourage its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and Recipient should establish workplace safety policies to decrease accidents caused by distracted drivers. Digs ally ngned by Francine IF Francine R. Villareal vpiereal Dire: 2021.07.121OA3:55 erao .�� I-AMii-oR-01 RTONG DAT3012OA'YVY) 6/3012021 CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER License # OM10410 �RAJACT ArmstronglRobitaillelRiegle Business and Insurance Solutions Roosevelt, Suite 200 Irvine, CA 92620 A/No, Ext): (948) 381-77, C 00 jacNo:(949)487.6151830 A�AIL . arrinfo@aleragroup.com INSURERS AFFORDING COVERAGE NAIC H INSURER A:Philadelphia lndemnit Ins Co 18058 INSURED INSURER a: COm West Insurance Company 12177 INSURER C : Families Forward INSURER D : 8 Thomas Irvine, CA 92618 INSURER E: INSURER F : COVFRAGFS CFRTIFICATF KIHMRFR• DFVlclnhl hlllnnman- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR LTRp TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X PHPK2293752 711/2021 7/1/2022 EACH OCCURRENCE $ 1,000,000 'AMAGET0,RENamrOen $ 100,000 $ 20,000 GEN'L MED EXP (Any onePerson) PERSONAL &ADV INJUW�310001000 00 AGGREGATE LIMIT APPLIES PER: POLICY jE� � LOC GENERAL AGGREGATE00 PRODUCTS-COMPIOP00OTHER, SEXUALABUSE000A AUTOMOBILE LIABILITY ANY AUTO SCHEDULED AUTEOpS ONLY AUTOS ONLY NOTN005 ONLY PHPK2293752 711/2021 7/1/2022 COMBINED SINGLE LIMI000Ea accident BODILY INJURY Per eOWNED BORDILY INJURY Par accWOS PPe�a ExRd nt AMAGE$ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PHUB774554 711/2021 711/2022 EACH OCCURRENCE $ 4,000,000 AGGREGATE 41000,000 DEC X RETENTION$ 10,000 B WORKERS COMPENSATION NABTIIOIN YIN ANY PROPRIETORIPARTNEIREXECUTIVE ❑ OFFICERIMEMBER EXCLUDED' andstory In ) DESCRIPTIrose ibe under ON OF OPERATIONS below NIA WCV550516100 71112021 711/2022 X STATUTE 'ER"_ E.L. EACH ACCIDENT 1000000 E.L. DISEASE - EA EMPLOYEE 1,000,000 1 E.L. DISEASE -POLICY LIMIT 1,000,000 A Professional (E&O) PHPK2293752 711/2021 711/2022 Occurrence 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management Division ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE .c �Auamll.(,�,hpyp� Division IY IN R EWEDD&&AAPP ovEDBY:. ACORD 25 (2016103) 91988-2015 ACORD C �Vacnubhy_ p4Adhd: a P V The ACORD name and logo are registered marks of ACORD L� RhkMznngemeriPAnalyst Policy Number: LDHPK2293752 P I-GLD-H S (10/ 11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft - Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 - 5 Medical Payments — Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment — Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement — Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended - 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured —Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured — Vendor Included 8 Additional Insured —Franchisor Included 9 Additional Insured — When Required by Contract Included 9 Additional Insured —Owners, Lessees, or Contractors Included 9 Additional Insured— State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its pe z Rielrhia n can © 2011 Philadelphia Indemnity Insurance Company s &E%Aew o&AP RP cveaev: Rak 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 11 Bodily Injury— includes Mental Anguish Included 11 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage' resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its pe RiskMamgetnentDmsion © 2011 Philadelphia Indemnity Insurance Company k RE\AeNED&APPROVED BY. Aacssa.e.. I/" Risk Management: Analyst 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 g.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) (it) 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 We&ManagrnutD wston © 2011 Philadelphia Indemnity Insurance Company RmAEwED&PPPR❑vm Br: F04�ow P. V Risk Management Analyst PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation' means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its pal wsknta �g„�REDu lon © 2011 Philadelphia Indemnity Insurance Company �I REMEWM$APPROV®aP: Rink M.itiaemeetAnalgst 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 I — 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 1— 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 �„ Riskmroutatl adDivialm ©2011 Philadelphia Indemnity Insurance Company REmEWED & APPROVED BY.' s 41 • t t£ as, k` - � Risk Management 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 If —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 © 2011 Philadelphia Indemnity Insurance Company r i,g P.iekManagnnentWelan REVIEWED & APPRavm By. 9L�i�a�1 Fn t c.c P, VZ" Risk Management 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 Rkk Management Division REVIEWED&APPROVED BY: F46mi c R; Vt" l RuicemmngenlentAnztrst " a� 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 © 2011 Philadelphia Indemnity Insurance Company ZAPPROVM RE MEDar.F RM ManAna(ysf 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 (IQ 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 L 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 u,",, R1@kAtanegon dD[vWm © 2011 Philadelphia Indemnity Insurance Company �l' Rtnewao&APPROVED BY: ----'' RWs MinagemwtAnalyst PI-GILD-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 pei a , RAMamganaiDtvte[on © 2011 Philadelphia Indemnity Insurance Company gREVIEWED&rAPPROVED BY.' Rk k.Management 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 14.1c. 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 pei © 2011 Philadelphia Indemnity Insurance Company �OMp @. RA ManR m rA DMdm 4 REVIEWED&APPRovmay: a : F44t.4� Z llt" Risl(M.anagement Analyst r'• 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 pei © 2011 Philadelphia Indemnity Insurance Company RenEWEo�&APPa�ovm8v ^' Risk Management:Anaiyst 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 (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. 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 CG 20 0104 13 © Insurance Services Office, Inc., 2012 ".V,� R1AManeg*nientDhds1m REVIEWED &ppAPPRovm 8r. .�,iAe&f�Gt-f�F R�k Management An$ysG WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 03 13 C (Ed. 7-09) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be $ 500 Schedule Any person or organization that you perform work for that is liable for an injury, covered by this policy, that prior to the injury has written contract requiring a waiver of our right to recover from them. Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date Issued unless otherwise stated. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2021 Policy No.WCV 5505161 Endorsement No. 000 Insured FAMILIES FORWARD, INC. Insurance Company COMPWEST INSURANCE COMPANY Countersigned by WC990313C (Ed. 7-09) �yJ�aenxa RldeMsnapLmentDNleloe i?r ° REVIEWED&rAPPPLR�ovm By. Risk Manaroeeiern Analyst 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. ., RirlcManeg-enO lion Page 1 of 1 REVIEWED 6 APPRovm By: 9)2014 Philadelphia Consolidated Holding Corp. e } Fnae€4,4 P, VWAVd RKk Management Analyst.