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HomeMy WebLinkAboutUNITED ACROSS BORDERS FOUNDATIONQ O O CD Q N Q (D X z H 0 Q D Q N � O CD N o m w :3 W 0 LM C Vf m U m :E m � 0 o a; 3 m m m m Q O tN1 Q Q_ Q Q m Q CD cD O Q O Q rn O G D n�u Q c(D Ol A o 0O a 0 o { C � rn 3 �n rn rn 4 � C � rn rn O' n 0 c n O n' 0 G� 0 W z 0 �9 CD �z Q m rn 3 cD CD o 0 n vCDO 3 (D CD b- CD cA a - o ( o cnCO Q o ZI EilV 3 cn cn D _ 0 0 v cD CD CD cn rn 3 CD rn � Q m Q n mCD Q CCD m 3 O rt O I� &. a� 0 cn � r-r INSURANCE ON FILE A-2022-033-05 WORK MAY PROCEED UNTIL INSURANCE EXPIRES N-24.22 CLERK OFCOUAN DATE: It O 7 10ZZ, p'. C MO(i) AGREEMENT BETWEEN THE CITY OF SANTA ANA AND (Wunn UNITED ACROSS BORDERS FOUNDATION FOR USE OF 15'wKV) AMERICAN RESCUE PLAN ACT (ARPA) FUNDS This Agreement is hereby made and entered into this 1 st day of March, 2022, 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 United Across Borders Foundation, a California domestic nonprofit corporation ("CONTRACTOR"). RECITALS: A. The American Rescue Plan Act ("ARPA") was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. B. On July 20, 2021, the Santa Ana City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive Santa Ana Spending Plan, which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health. C. CONTRACTOR has been selected by the CITY to receive ARPA SLFRF Funds in order to provide food distribution and/or food supply programs, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). CONTRACTOR 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 ARPA's objectives to respond to, mitigate, and recover from this historic COVID-19 public health crisis. D. CONTRACTOR agrees that it will adhere to the tasks and services as indicated in Exhibit A 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 CONTRACTOR 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 CONTRACTOR: ARPA PROGRAM PROVISIONS A. Scope of Work. CONTRACTOR shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the tasks and services as described in the Scope of Work attached hereto as Exhibit A. CONTRACTOR'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 February 28, 2023 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement shall also cover any and all services provided by the CONTRACTOR to the CITY since the date the ARPA SLFRF Funds were awarded to the CITY. Additionally, the Term of this Agreement may be extended by a writing executed by the City Manager, or designee, and the City Attorney. C. Amount of Grant Funding. The total amount of funds provided for said program shall not exceed TWO HUNDRED EIGHTEEN THOUSAND FIVE HUNDRED SEVENTY-SIX dollars ($218 576 ("ARPA SLFRF Funds") during the Term of the Agreement. CONTRACTOR agrees to use said ARPA SLFRF Funds to administer said program as outlined in Exhibit A. D. Disbursement of Funds. Said ARPA SLFRF Funds shall be disbursed by CITY to CONTRACTOR pursuant to the terms found in the Fee Payment Schedule attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. CONTRACTOR 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 ARPA SLFRF Funds, or return the entire request to CONTRACTOR, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ARPA SLFRF Funding. The CITY reserves the right to reduce the amount of ARPA SLFRF Funds to CONTRACTOR, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ARPA SLFRF 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 CONTRACTOR'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 CONTRACTOR. (3) Reversion of Assets. CONTRACTOR agrees that any and all funds received under this Agreement shall be utilized during the Term of this Agreement, and that any and all funds remaining as of the end of the Term, which have not been utilized, shall be returned by CONTRACTOR to the CITY within thirty (30) days of the expiration or earlier termination of the Agreement. No expense of CONTRACTOR will be reimbursed by CITY if incurred after the end of the Term of the Agreement. E. Grant Program Requirements. (1) CONTRACTOR acknowledges that the source of funding for said program is the federal ARPA, and that payments from the ARPA SLFRF Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19, (2) CONTRACTOR acknowledges that ARPA provisions allow the use of ARPA SLFRF Funds to respond to, mitigate, and recover from the COVID-19 public health emergency, and will not use these funds for any other uses. (3) CONTRACTOR shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. F. Performance Monitoring. (1) CONTRACTOR shall submit program performance information as often as requested by CITY, but no less than the submission of monthly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate CONTRACTOR's management and operation of said program with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the CONTRACTOR 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 CONTRACTOR 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. CONTRACTOR shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine CONTRACTOR's conformity with the terms of this Agreement. If any services performed by CONTRACTOR are not in conformance with the terms of this Agreement, the CITY shall have the right to require CONTRACTOR to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge CONTRACTOR for any costs incurred by the CITY because of CONTRACTOR's failure to perform. (6) CONTRACTOR 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 CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to CONTRACTOR. G. Audit. (1) CONTRACTOR 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 ARPA regulations. (2) The books and accounts, files, and other records of CONTRACTOR, 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 ARPA SLFRF Funds provided to or for the account or benefit of CONTRACTOR. (3) CONTRACTOR 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 CONTRACTOR for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) CONTRACTOR agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. CONTRACTOR further 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, CONTRACTOR 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 ARPA SLFRF Funds of CONTRACTOR and all documents related to this Agreement shall be maintained and kept available at CONTRACTOR'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 CONTRACTOR does not make the above -referenced documents available within the City of Santa Ana, California, CONTRACTOR 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. CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) CONTRACTOR 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) CONTRACTOR 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 CONTRACTOR 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. CONTRACTOR'S OBLIGATIONS A. Representations and Warranties (1) Authority. CONTRACTOR is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. CONTRACTOR 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 CONTRACTOR has been fully authorized by all requisite actions on the part of CONTRACTOR. (2) Experience. CONTRACTOR is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, CONTRACTOR 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. (4) No Conflict. To the best of CONTRACTOR'S knowledge, CONTRACTOR'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 CONTRACTOR is a party or by which it is bound. (5) No Bankruptcy. CONTRACTOR is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. CONTRACTOR is not the subject of a current or threatened litigation that would or may materially affect CONTRACTOR'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in CONTRACTOR's proposal submitted to CITY, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. CONTRACTOR 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. CONTRACTOR agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. CONTRACTOR shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing CONTRACTOR's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. CONTRACTOR agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should CONTRACTOR fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 2.00.302 requirements. CONTRACTOR is not required to maintain separate depository accounts for ARPA SLFRF Funds; provided however, the CONTRACTOR must be able to account for receipt, obligation, distribution and expenditure of ARPA SLFRF Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. CONTRACTOR agrees that if CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to ARPA, and that distribution and expenditure of these ARPA SLFRF Funds shall be in accordance with ARPA 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 CONTRACTOR shall be returned to CITY, unless otherwise provided for in this Agreement. CONTRACTOR 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. CONTRACTOR must review and sign Exhibit D "Debarment', which is attached hereto and incorporated herein by this reference. CONTRACTOR 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 CONTRACTOR shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, CONTRACTOR 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, CONTRACTOR shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by CONTRACTOR, costs incurred and services rendered hereunder. I. Independent Contractor. CONTRACTOR 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. CONTRACTOR agrees that if CONTRACTOR violates any of the terms and conditions of this Agreement or any prior Agreement whereby ARPA SLFRF Funds were received by CONTRACTOR, or if CONTRACTOR reports inaccurately, or if on audit there is a disallowance of certain expenditures, CONTRACTOR agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If CONTRACTOR engaged in fraudulent activity to obtain and/orjustify distribution or expenditure of the ARPA SLFRF Funds granted hereunder, CONTRACTOR shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. CONTRACTOR shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ARPA SLFRF Funds under this Agreement. L. Prohibited Use. CONTRACTOR hereby certifies and agrees that it will not use ARPA SLFRF Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbying. CONTRACTOR 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. CONTRACTOR shall sign a certification to that effect in a form as set forth in Exhibit E, attached hereto and by this reference incorporated herein. CONTRACTOR 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 CONTRACTOR 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 E). N. Financial Interest. CONTRACTOR 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 CONTRACTOR. O. Labor Standards. The CONTRACTOR 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 CONTRACTOR agrees to comply with the 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 CONTRACTOR 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. CONTRACTOR shall make every effort to ensure that all projects funded wholly or in part by ARPA SLFRF Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (W/MBE) CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit F 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. CONTRACTOR shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by CONTRACTOR in CITY's audit of all ARPA SLFRF 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 CONTRACTOR against goals and performance standards required herein. The CONTRACTOR shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the CONTRACTOR estimates such goals will not be met, the CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR in writing of its determination specifying in full detail the objections that it has to the CONTRACTOR's performance. If action to correct such substandard performance is not taken by the CONTRACTOR 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. IV. GENERAL PROVISIONS A. Non -Discrimination. 1. CONTRACTOR agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, CONTRACTOR 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. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this nondiscrimination clause. 2. CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, CONTRACTOR 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. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this age discrimination clause. 5. CONTRACTOR 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. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, CONTRACTOR certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ARPA SLFRF Funds granted to the CITY, inclusive of the subject ARPA SLFRF Funds, shall serve as an officer of CONTRACTOR. Further, any conflict or potential conflict of interest of any officer of CONTRACTOR 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 CONTRACTOR to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If CONTRACTOR is a religious entity, CONTRACTOR hereby agrees that in connection with the provision of the services CONTRACTOR shall provide with ARPA SLFRF Funds, in accordance with 24 CFR 570.2000): 1. CONTRACTOR 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. CONTRACTOR shall not discriminate against any person applying for the services CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR. 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 CONTRACTOR, ARPA SLFRF Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the ARPA expenditure for rendering the services under said program. D. Prohibition of Nepotism. CONTRACTOR 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 CONTRACTOR. 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 Daisy Perez Assistant to the City Manager City Manager's Office 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO CONTRACTOR: United Across Borders Foundation Erika Robles Executive Director & President 2112 E 4th St, Unit 112 Santa Ana, CA 92705 714-888-8818 F. Assignability. None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR 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 CONTRACTOR pursuant to this Agreement. G. Indemnification/Hold Harmless. CONTRACTOR 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 CONTRACTOR, its officers, directors, employees, agents, subcontractors and suppliers arising out of CONTRACTOR's performance of this Agreement. H. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees, or subcontractors. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 (if program services includes transportation of youth, the limit shall be no less than $5,000,000) per accident for bodily injury and property damage. (Not required if an automobile is not required to fulfill services.) 3. Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 5. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by CONTRACTOR of Federal Laws governing the use of ARPA SLFRF Funds. In the event of such suspension or termination, CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, 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 CONTRACTOR, 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 forwhich 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 CONTRACTOR and/or failure of SUBRECIPENT to perform the work described in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(1) through 1(6), inclusive, CONTRACTOR agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of CONTRACTOR'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 ARPA SLFRF Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ARPA program 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 CONTRACTOR's authority to utilize funds, or may restrict CONTRACTOR'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, CONTRACTOR shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question CONTRACTOR'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 CONTRACTOR 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 CONTRACTOR 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 ARPA SLFRF 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 ARPA SLFRF Funds by CONTRACTOR 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 CONTRACTOR. 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 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. 0. Federal Award Identification Information. CONTRACTOR's pertinent Federal Award Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit C attached hereto and incorporated herein by this reference. P. 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 following page) A-2022-033-05 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: CONTRACTOR: L-IfRI KAI ROB VES President & Executive Director DUNS #: 086860761 CITY OF SANTA ANA K ISTINE RIDGE City Manager Exhibit A SCOPE OF WORK: 1. Proposal shall include details of food supply and/or food distribution services to be provided, the tasks to be accomplished, duration of the program (proposals may be up to two years) and the deliverables to be provided United Across Borders Foundation has developed a tried-and-true approach to setting up well - run and orderly food distribution operations. We work with a wide range of partners, including Amazon Fresh, Giving Children Hope, Fundacion Sahuayo, Albertsons, Abound Food Organization, Food Finders, and we continue to develop relationships with new grocery stores, food banks, and corporations. Our partners reach out to us when they have donations; we collect the donations, store and/or distribute them at events targeted at Santa Ana's most at - risk, low-income communities. For these events, we coordinate all outreach, staffing and organization, and provide participants with additional information about social services and support in their communities. With support from the Revive Santa Ana funds, we will immediately double, if not triple, our ability to collect, store, and deliver food throughout Santa Ana. During the pandemic, we held one to two food distribution events each month, typically serving between 350-500 families at each event. With the support of the Revive Santa Ana grant, we will host at least one event per week in low-income communities throughout Santa Ana. Our proposed program has a duration of one year. Our deliverables for the Revive Santa Ana grant will be as follows 1. Hold one to two large events per week, 10 to 18 events in the 12 month grant period in low-income Santa Ana communities. Based on our average event size of 400, we estimate serving a total of 17,000 families during our one-year time frame. Low-income communities will be identified using QCT data and relevant economic data from huduser.gov and justicemap.org. 2. Track our efforts by collecting data via pre -registration and registration while participants wait in line for their donated goods. Information will be collected both online and on paper, to accommodate the spectrum of capabilities of Santa Ana residents. 3. Track and count very low-income families and place them in our UABF Palanca Program. A family in the Palanca Program will be a family in dire need of our services and at great or imminent risk of malnutrition and/or eviction due to lack of income because of citizenship status, illness, disability, or other hardship as determined by UAB census data and/or registration form submitted. These families may opt into a food delivery program to either pick up items at smaller events for Palanca Program participants, or may opt to have them delivered through our Food Box Delivery program. We will engage at least 3,500 families/6,0000 residents be a part of our UABF Palanca Program. 4. We will identify and deliver meals to 1,500 seniors (over the age of 65), immunocompromised individuals, caretakers of people with disabilities who are living alone or unable to leave their home due to illness, lack of transportation, or difficulty with mobility. 5. We will provide diapers, formula, wipes or any other item that is donated from our sponsor Baby2Baby and serve 1000 infants per month or 12,000 infants at 1 year ending Over the years and particularly during the 2020-21 pandemic, we have developed relationships with various grocery stores, food banks, and corporations with surplus products. Our partners include Amazon Fresh, Northgate, Walmart, Giving Children Hope, and Food Finders. We are also in the process of establishing a partnership with the Second Harvest Bank as well as additional food donors. Our process for gathering donations, and the type and condition of donated products, varies from company to company. For example, Amazon Fresh reaches out to us when they have excess food that is fresh, not expired, and unopened, but for whatever reason was sent back or rejected by the consumer. We then go pick up the food, put it in storage or take it to a food distribution site. If we do not have storage but we have a place to do a food distribution, we distribute the goods right away. This in particular means meat, dairy, and other perishable products, which can be challenging to distribute rapidly Grant funding from Revive Santa Ana will allow us to buy a used forklift, and a large storage space, removing time pressures and ensuring that we can distribute all the donations we receive at locations where they will have the greatest positive impact. The tasks that will go in place for food distribution events are as follows: 1. Identify and map low-income communities in Santa Ana to target for food distribution events. 2. Partner with the City of Santa Ana, allied nonprofits, the Mexican consulate, and neighborhood leaders to help us secure locations, dates, and volunteers. 3. Collect food supply with our trucks on a continuous basis, including both scheduled pickups and the ability to provide short -notice pickups. 4. Deliver perishable food items to refrigerated storage location and non-perishable and other items to our other storage locations. 1. At each food distribution event, key leadership positions will be staffed by experienced Directors of Special Events named in our Organizational Structure Chart. These Directors will delegate staff and volunteers to the following roles: - Traffic Control Coordinator Guides traffic to parking areas and facilitates quick drop-off and pickup for participants of vendors. Food Vendor Coordinator - Works with food vendors to make sure proper food handling permits are used Artesania Vendor Coordinator - Works with merchandise vendors and tells them where to go Food Line Coordinator - Works with staff and volunteers to set up canopies and distribution areas, including separating products, coordinating storage and packaging. Attendees Coordinator - Works with volunteers to organize the line of participants, ensuring that it stays orderly and does not obstruct public sidewalks or other areas. Truck Unloading Coordinator - Works with a team to unload trucks and organize products for the Food Line Coordinator and their team. Event Coordinator - Coordinates among all coordinators to ensure areas are properly staffed, communication is clear, and the event is running smoothly. 2. Proposal shall include details of the target population UABF has a long history of serving undocumented residents, mixed status families, and immigrant communities in Santa Ana. We have provided food distribution events to low-income and working poor communities in the Logan, Townsend, Lacy, Minnie St, Myrtle, and Santa Anita neighborhoods, among others These communities have large proportions of members who work in low-income service industries and in agriculture, where workers are disproportionately undocumented, have precarious employment, experience low wages and discrimination, and lack benefits and safe working conditions. We are particularly targeting families who live in apartments and households with multiple families living in one home. Due to skyrocketing rents in recent years and the fact that Santa Ana has one of the highest rents and house prices of North Orange County cities, many residents must pay 60% or more of their income for their housing or "double up" with other families in a single unit, leading to overcrowding and its accompanying challenges.. High housing costs and low wages put families in precarious situations. Sometimes seniors have to choose between paying rent or paying for life saving medications, parents have to choose between paying rent and buying fresh foods, and college students and graduates must remain with their parents because they can't afford to rent on their own. By providing the basic needs of each family, a plate of fresh and healthy food on their table, it will help ease their burden. This then may allow young people to save for a car or for first -and -last months' rent to secure an apartment, allow families to pay their rent on time without the added stress or damage to their credit, and give seniors and disabled residents a much needed respite from their expenses. 3. Proposal shall include details of the unmet need To our knowledge, we are the largest organization providing food distributions focused in Santa Ana. We have nevertheless been unable to meet the needs of our community due to our lack of storage and delivery capacity. Through our social media engagement on Facebook, we are constantly receiving messages from communities in need asking us when our next event will be, if we could come to their side of town, if we will have more baby products like diapers and formula, and other requests for aid and support. During our events, to prevent having people wait in our long lines and not receive a groceries box, we often have to cut the lines off because of the demand being greater than the supply. With funding from Revive Santa Ana, we will to be able to meet unmet needs of 20 different neighborhoods in Santa Ana and serve thousands more people who need our services. As an example, the zip code 92707 was one of the hardest hit by the pandemic, with some of the highest rates of covid cases and deaths in all of California. Yet while benefits like stimulus checks and unemployment benefits have now ended, these communities are still trying to recover from the impacts of lost and disabled family members, health care costs, ongoing unemployment, and lost wages. or those who were undocumented, they had to face the economic downturn and health crisis largely without public assistance.. Many went through their savings while others fell into debt. Many residents opted to leave to another state or back to their homelands, contributing to the exodus of children from our schools. Some families lost their head of household, or another family member that contributed to the household costs. These communities need our continued support and we cannot leave them behind. 4. Proposal shall include details of collaborations with local organizations In our experience, the problems in our communities are intersectional, meaning that the challenges faced by different racial/ethnic, income, gender or other groups are overlapping and interconnected. In that understanding, we find it essential and imperative that we work with partners and allies in the community to provide services outside of our expertise or focus. - We partner with Latino Health Access to offer their "promotora" services to the community. UABF has worked with them and the OC Health Care Agency to provide free COVID tests and vaccines during our food distributions. - We partner with OCCCO PICO, a faith -based nonprofit that advocates for migrant rights. They bring education on issues affecting our Santa Ana residents as well as opportunities to get immigration help for free or at very low costs. - We partner with OC Trans Latina which represents the Iatinx trangender community in OC that is fighting for their rights to be respected and supported in their efforts to fight against discrimination and violence against themm. UABF also has partnered with the City of Santa Ana, Anaheim, La Habra, Fullerton, Buena Park, Orange, Costa Mesa during the pandemic to provide food, medical supplies, and other services to their respective residents. 5. Proposal shall include details of innovation in program/service delivery If our bid is approved, we will use the funds to expand, and doubling our capacities to serve more communities throughout Santa Ana. - The addition of additional infrastructure like a forklift and refrigerated storage will increase our ability to leverage existing donations. Freed from time pressures associated with perishable items like dairy or meat products, we will be able to distribute donations at the locations where they are most needed. Having a forklift will not only speed up our pickups and deliveries and reduce our need for manpower, but it will also enable us to do simultaneous deliveries and pickups at two different locations. - Our biggest innovation is the creation of our UABF Dispensa Delivery program. This will be a program similar to Meals on Wheels that will allow us to deliver food directly to hard hit community members that are part of Palanca program through individual food deliveries or localized, smaller food distributions that take less manpower than our larger events. Not only will the Palanca program help us target the communities and individuals most in need, but it specifically accommodates the needs of individuals who continue to be most affected by the pandemic (including seniors, immunocompromised people, disabled people, caregivers, and young families). EXHIBIT B Facility Expenses ($132,800) Storage Rental: $120,000 ($10,000 per month) Liability Insurance: $1,000 Utilities and maintenance: $11,800 Equipment Expenses ($25,000) Pallet Jack: $10,000 (one time) Walk-in Freezer, Self Contained: $15,000 (one time) Transportation Expenses ($19,600) Fuel Expense: $9,600 Truck Maintenance: $4,000 ($1,000 every 3 months) Truck Insurance: $6,000 (2 trucks, $250 per month) Supplies & Misc. Expenses ($14,820) Printing & Supplies: $3,000 Communications: $3,920 Uniforms: $1,000 Internal Food: $2,400 Park Rental Fees: $2,000 Canopies/Tables: $2,500 Personnel Expenses ($26,356) Payroll: $14,200 Consultant $5,000 Grant Writer: $2,000 Workers Comp: $350 Accountant $606 Food Safety Training $4,200 ($150 per person, 28 people) Total = $218,576 EXHIBIT B United Across Borders Foundation has requested that the allowable percentage of funds be given to UAB to be used as start-up costs for our efforts to secure a storage location, make necessary purchases to set up our new and expanded operations (new truck and forklift), and allow us to partially fund our staffing needs. We are requesting $43,715 up front. Reimbursement Schedule UAB will be provided with an upfront payment of a portion their grant award ($40,000) to cover start up costs. UAB will then submit quarterly reimbursement requests as indicated below and deduct 25% of the advance each quarter ($10,000) from their quarterly reimbursement request. UAB is to submit an invoice requesting reimbursement of program expenses, along with a report outlining all program outcomes and performance metrics to the City on a quarterly basis as follows Q1: March 1, 2022 - May 31, 2022 Reporting/Invoicing Due: June 30, 2022 Q2: June 1, 2022 - August 31, 2022 Reporting/Invoicing Due: September 30, 2022 Q3: September 1, 2022 - November 30, 2022 Reporting/Invoicing Due: December 31, 2022 Q4: December 1, 2022 - February 28, 2023 Reporting/Invoicing Due: March 31, 2023 0 2 � / k k ) 2 d \ / / - \ % 4 + \ 4 7 § t k � \ � /o 4 § k C 00 ■k f R0 \ E � \ \ 0 \ \k\ ®'o $ $ 2 / UO \ 1091 13 a, M C. D 0 4- bA V) 0 4-0 12 V) c) <00 r a: 0 U u00 .� LLJC w u c 2r_. ti x 2 w 4-1 LLJ 00 m M 2 I 0 c 0 r� a U. u d Q INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, ON 45201 Date: LIAR 12 2020 UNITED ACROSS BORDERS FOUNDATION 918 N CLEVELAND ST ORANGE, CA 92067 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 83-4655166 DLN.. 29053066321000 Contact- Person: EENJAMINL DAVIS ID#f 31465 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: June 30 Public Charity Statusa 170 (b) (1) (A) (vi) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption:. April 22, 2019. Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined You're exempt from federal income tax under Internal Revenue Code (SRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170, 'You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522, This letter could help resolve questions on your exempt status. Please keep it for your records, Organizations exempt under IRC Section 501(c)(3) are :further classified as either public charities or private foundations, We determined you're a public charity under the IRC Section listed at the top of this letter, if we indicated at the top of this letter that you're required to file porn, 990/990-EZ/990-.N, our records show you're required to file an annual information return (Form 990 or Form 990-Ez) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked, If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter, For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter 114221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements, Letter 947 State of California Secretary of State f„ Statement of information G918470 (Domestic Nonprofit, Credit Union and General Cooperative Corporations) FILED Filing Fee; $20,00. If this is an amendment, see Instructions. IMPORTANT— READ INSTRUCTIONS BEFORE COMPLETING THIS FORM In the office of the Secretary of State of the State Of California 1. CORPORATE NAME UNITED ACROSS BORDERS FOUNDATION SEP-06 2019 2. CALIFORNIA CORPORATE NUMBER C4268928 This Space for Filing Use Only Complete Principal Office Address (Do not abbreviate the name of the city. Item 3 cannot be a P.O. Box.) 3. STREETADDRESS OF PRINCIPAL OFFICE IN CALIFORNIA, IF ANY CITY STATE ZIP CODE 918 N CLEVELAND, ORANGE, CA 92867 4. MAILING ADDRESS OF THE CORPORATION CITY STATE ZIP CODE ERIKA ROBLES D18 N CLEVELAND, ORANGE, CA92867 Names and Complete Addresses of the Following Officers (The corporation must list these three Officers. A comparable title for the specific officer may be added; however, the preprinted titles on this form must not bealtered,) 5. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY STATE ZIP CODE ERIKA ROBLES 401 W LA VETA AVE APT, 121 ., ORANGE, CA 92866 0. SECRETARY ADDRESS CITY _ STATE ZIP CODE FRANCISCO JAVIER ROBLES 401 W LA VETA AVE APT,121 .,ORANGE, CA 92866 7, CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE ANDRE L ROBERSON 918 N CLEVELAND, ORANGE, OA 92867 Agent for Service of Process If the agent is an Individual, the agent must reside In California and Item 0 must be Completed with a California street address, a P,O. Box address Is not acceptable. IFthe agent Is another corporation, the agent must have on file with the California Secretary of State a certificate pursuant to California Corporations Code section 1505 and Item 9 must be left blank. 9. NAME OF AGENT FOR SERVICE OF PROCESS GLORIA CALOZO a. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY STATE ZIP CODE 1230 WEST VALENCIA DR APPT; B, FULLERTON, CA 92833 Common Interest Developments 10• L.._I Check here If the corporation Is an association formed to manage a common Interest development under the Davis -Stirling Common interest Development Act, (California Civil Code section 4000, at seq.) or under the Commercial and Industrial Common Interest Development Act, (California Civil Code section 6500, at seq.). The corporation must the a Slalemont by Common Interest Development Association (Farm ShCID) as required by California CIVII Code sections 6405(s) and 6760(a). Please sea instructions on the reverse side Of this form. 11. THE INFORMATION CONTAINED HEREIN IS TRUE AND CORRECT. 09/06/2019 ANDRE L ROBERSON CFO DATS TYPEIPRINT NAME OF PERSON COMPLETING FORM TITLE SIGNATURE 56100 (REV 0112010) APPROVED SY SECRETARY OP STATE Art 1 S-PB' .,' Secretary of State 1 601(c)(3) Articles of Incorporation of a t Nonprofit Public Benefit Corporation IMPORTANT— Read Instructions before completing this form. Filing Fee - $30.00 Copy Fees - First page $1.00; each attachment page $0,50; Certification Fee. $5.00 Note: A separate California Franchise Tax Board application is required to obtain tax exempt status. For more information, go to bttps:/Avww.ftb.ca.gov. z/ _«' ' FILEU SKretary of State SWO Of Cslifania APR 2 2 2019 This Space For Office Use Only 1. Corporate Name (Go to www.sos,00.gov/busfnessrbe/name-evoilabllily for general corporate name requirements and restrictions.) The name of the corporation is United Across Borders Foundation z, bus mass Addresses (Enter the complete business addresses, Item 2a cannotbe a P.O.Box or "in care or an Individual or entity.) a. Initial Street Address of Corporation -Ro not ontor a P.O. Box. 918 North Cleveland St, City (no abbrevlallons) Orange State CA I Zip Code - 92867 b. Initial Mailing Address of Corporation,if different than Item 2a City (no abbreviations) State .Zip Code 3. Service Of PrOaess (Must provide either Individual OR Corporation.) INDIVIDUAL, —Complete Items 3a and 3b only. Most include agent's full name and California street address a, California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix Gloria Colazo b- Street Address (if agentis not a corporation)- DO not enter a P.0, Box City (no abbreviations) Stale Zip Code 1230 West Valencia Drive, Suite B Fullerton CA 92g33 VVRCVI{H gllry"VGIupIC{tl llGni JF Vmy IIIGNUG UIG 11GnIG VI nIGIGgibicieu agent uorperanon. e. California Registered Corporate Agent's Name (if agent Is a corporation) -Do not complete Item 3a or 3b item Rat une or DOm boxes must be CneCKe(, 4. Purpose Statement Item 4b:.If "public' purposes is checked in Item 4a, or if you intend to apply for tax-exempt status in California, you must enter the specific purpose in Item 4b.) a. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. it is organized under the Nonprofit Public Benefit Corporation Law for: ��''✓�� public purposes. harltable purposes, b. The specific purpose of this corporation is io serve individuals & families in t�te poorest communitles In the world; feed -the hungry & fighto e ova ` b. Aaartlonai btatements (coo Instructions and Filing cps.) a-Thiscorporation is organized and operated exclusively for the purposes set forth In Article 4 hereof within the meaning of Internal Revenue Code section 501(c)(3). b. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or Intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. c. The property of this corporation Is irrevocably dedicated to the purposes In Article 4 hereof and no part of the net income or assets of this corporation shall ever inure to the benefit or any director, officer or member thereof or to the benefit of any private person. d. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational and/or religious purposes and which has established its tax-exempt status under Internal Revenue Code section 501(c)(3). o. meaa ano Sign tlel0W (This form must be signed by each incorporator 6271k-'a Signature See Instructions. Do not include a title.) Erika Robles Type or Print Name ARTS,PE-61inc)(3) (REV 0412010) 2018 California Sucrolary of Slate www40s.Ca.g0V1bus1ness/be EXHIBIT D APPENDIX ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR REVIVE: SANTA ANA FOOD SUPPLY/DISTRIBUTION PROGRAMS RFP NO.: 22.009A NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA CITY MANAGER'S OFFICE In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit, BIDDERS are cautioned that making a false certification may subjJyct the certiNp criminal prosecute. Organization Signed and Printed Name: ._- Title Dale �- -2 22_ City of Santa Ana RFP 22-009A Page 42 EXHIBIT E ATTACHMENT 3-2; NON�LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR. REVIVE: SANTA ANA FOOD SUPPLY/DISTRIBUTION PROGRAMS RFP NO.: 22.009A The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that; 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 anyfedetal 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 federal grant, the making of any federal loan, the entering into of any cooperative agreotnent, and the extension, continuation, renewal, amendment, or modification of any federal contract, 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 any officer or employee of any federal 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, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities", 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 falls 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, The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts; which exceed $100,000 and that all such sub recipients shoo ll'ceify an disclose accordingly organization tJ�f i � C %�% uv illr��l G°�,X w �' C?or) Signed Signed and Printed Name; Title Date City of Santa Ana RFP 22-009A Page 43 Certification Regarding Lobbying Certification for Contracts,., Grants Loans, and Cooperative Anreeinents 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, tisclosure 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 CONTRACTORS 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. .. a - 1 r .. :14 I .� .. .. City or 5ants Ana RFP 22-009A Page 37 EXHIBIT F Drug; Free Workplace Policy Aelmowledgement i realize that the unlawful manufacture, distribution, dispensation, ;possession, or use of controlled substances is prohibited on United Across Borders Foundation premises, and violation of this policy can subject me to disciplinary action, up to and including termination. I acknowledge that I can be asked to take a drug test at any time. I have received a copy of this agency's policy regarding the maintenance of a drug free workplace. MilArm, N Armando Vidals Director of Special & Cultural Events �L Isaias Monreal Director of Special Events DaterL?1-1-A00a 2509 w Transit PI, Anaheim, CA I % ID U 83-d655166-501(c)(3) I www,uabfoundation.org 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). PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE The Contractor shall insert In the space provided below the sites) 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); Gity of 8ante Ana RF'P 22-gg9A Page 41 M AC40)?"® Ca CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYY ) 03/02/2022 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 SfafeFarm SHELLY PADILLA 2424 N GRAND AVE SUITE B 's SANTA ANA, CA 92705 CONTACT SHELLY PADILLA NAME: gHONN E 714-543-5858 AIC Ne: 714-486-2682 E-MAIL ADOREss. SHELLY@SHELLYPADILLA.COM INSURER S AFFORDING COVERAGE NAIC 0 INSURERA: Slate Farm Fire and Casualty Company 25143 INSURED UNITED ACROSS BORDERS FOUNDATION 2509 W TRANSIT PL ANAHEIM, CA 92804 INSURER B INSURER C: INSURERD: INSURER E: INSURER F : CnvcRAC-ES CERTIFICATE NUMBER: REVISION NUMBER: y 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 LTR rypE OF INSURANCE ADDL SUBR POLICY NUMBER M.OIL DDfYYVY MMLDDIYYYY1 LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR 92-G9-D454-1 04/29/2021 04/29/2022 EACH OCCURRENCE $ 2,000,100 DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL aADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO-JECT ❑ LOC X POLICY OTHER: GENERAL AGGREGATE $ 4000 000 PRODUCTS - COMP/OPAGG $ AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 7111826-BO2-75 02/02/2022 02/02/2023 COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $100,000 BODILY INJURY (Par accident) $300,000 PROPERTY DAMAGE Peraccident $100,000 $ UMBRELLA LIAB EXC ESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE _ $ AGGREGATE _$ DIED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICER/MEMBER EXCLUDED9 FY-1 (Mandatory in NEI If yes, describe under DESCRIPTION OF OPERATIONS below N/A 92J7J3421 03/04/2022 03/04/2023 STATUTE ERPERH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE- POLICY LIMIT $1 00O 000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana Risk Management Divisions its Officers, Officials, Employees, and Volunteers 20 Civic. Center Plaza Santa Ana, Ca 92702 CITY OF SANTA ANA RISK MANAGMENT DIVISION SANTA ANA, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /I @ 1988-2015 ACORD ACORD 25 (2016103) The ACORD name and logo are registe d marks of ACID Risk ManwheatDMe[aA REVIEWED&APPRgOqVm Sr. Risk Management Sperlalut CG Policy No. 92 G9D454 I 6406—FB8A CMP-4787 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 G9D454 1 Named Insured: UNITED ACROSS BORDERS FOUNDATION 2509 W TRANSIT PL ANAHEIM CA 92804-2264 Name And Address Of Person Or Organization: CITY OF SANTA ANA RISK MANAGEMENT DIVISION 20 CIVIC CENTER PLZ SANTA ANA CA 92701 4058 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 1006225 137715.1 11-19-2013 O, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. s RiekManag�'rnadAtWelon REVIEWED&APPROVEDBy: RN(Management specwlst CG Policy No. 92 G9D454 I 6406—FB8A CMP-4860.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4860.1 ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 G9D454 1 Named Insured: UNITED ACROSS BORDERS FOUNDATION 2509 W TRANSIT PL ANAHEIM CA 92804-2264 Name And Address Of Additional Insured Person Or Organization: CITY OF SANTA ANA RISK MANAGEMENT DIVISION 20 CIVIC CENTER PLZ SANTA ANA CA 92701 4058 SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", or "personal and advertis- ing injury' caused, in whole or in part, by: a. Premises And Ongoing Operations Your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations; or b. Products —Completed Operations "Your work" performed for that additional insured and included in the "products - completed operations hazard". However, Paragraph 1. above is subject to the following: a. The insurance afforded to the additional insured only applies to the extent permit- ted bylaw; b. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the con- tract or agreement to provide for such ad- ditional insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You are required by contract or agreement to provide for such addi- tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or "suit' is tendered to us. ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED eM Miele ManagtmentDlvislon REVIEWED 41U A m 44 a � �la.�taAecuada Risk Management Specialist 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit' brought for damages for which you are provided coverage. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 3. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 4. With respect to the insurance afforded to the additional insured, the following Is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: The additional insured must: a. See to it that we are notified as soon as practicable of an "occurrence" or an of- fense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occur- rence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and :ytrlas>xr>ci CMP-4860.1 Page 2 of 2 (3) The nature and location of any injury or damage arising out of the 'occur- rence" or offense; b. Tender the defense and indemnity of any claim or "suit' to us and to all other insur- ers who may have insurance potentially available to the additional insured: and c. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II — LIABILITY. 5. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II — LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: a. This insurance is primary to and will not seek contribution from any other insur- ance available to the additional insured, provided that the additional insured is a named insured under such other insur- ance. b. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. O, Copyright, State Farm Mutual Automobile Insurance Company, 2013 1007042 148020 08-26-2014 Includes copyrighted material of Insurance Services Office, Inc., with its permission. �„ RIakTMnagemartDfuis[an OF REVIEWED&APPROVm BY: 3 �f�ta fiuuaate� 19— � ) Risk Management Specialist Stateft State Farm Specialty Products CERTIFICATE OF INSURANCE ISSUE DATE: March 30, 2022 Producer THIS CERTIFICATE IS ISSUED AS A MATTER OF Araceli Padilla INFORMATION ONLY AND CONFERS NO RIGHTS UPON ARACELI PADILLA STATE FARM AGENCY THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES 2424 N Grand Ave Ste B NOT AMEND, EXTEND OR ALTER THE COVERAGE, Santa Ana, CA 92705-8757 TERMS, EXCLUSIONS AND CONDITIONS AFFORDED BY Producer Code #: 756406 THE POLICIES BELOW. INSURER AFFORDING COVERAGE Producer Fax #.: (714) 486-2682 State Farm Fire and Casualty Company BLOOMINGTON, IL Insured UNITED ACROSS BORDERS FOUNDATION 2509 W Transit PI Anaheim, CA 92705 COVERAGES 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 POLICY(IES) DESCRIBED HEREIN IS SUBJECT TO ALL THE COVERAGE, TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY NUMBER POLICY EFFECTIVE DATE POLICY EXPIRATION DATE PS0000007041200 March 16, 2022 March 16, 2023 TYPE OF INSURANCE LIMIT OF LIABILITY Not -For -Profit Organization Liability Policy Including Employment $1,000,000 - Limit of Liability in the Practices Liability Coverage Aggregate CANCELLATION CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED CITY OF SANTA ANA RISK MANAGMENT DIVISION SANTA ANA, CA 92702 TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZ D EPRESE TIVE CERT(Rev1) (08/11) m RlekManag mentlAbi n ReAEWEDqq& APPROVED �BY.." t /�B.�S41 auA4 Risk Management Speci list ACORU® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/26/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT SHELLY PADILLA NAME: Sfa h'"' rg SHELLY PADILLA A/CONNo Ext : 714-543-5858 FVC No): 714-486-2682 2424 N GRAND AVE SUITE B E-MAIL SHELLY@SHELLYPADILLA.COM INSURER(S) AFFORDING COVERAGE NAIC # SANTA ANA, CA 92705 INSURERA: State Farm Fire and Casualty Company 25143 INSURED INSURER B INSURERC: UNITED ACROSS BORDERS FOUNDATION INSURERD: 2509 W TRANSIT PL INSURER ANAHEIM, CA 92804 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YWY POLICY EXP MM/DD/YWY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE1:1 OCCUR DA PREM SESOEa oNcurrDence $ 300,000 MED EXP (Any one person) $ 5,000 92-G9-D454-1 04/29/2022 04/29/2023 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY ❑PRO JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Eaaident cc $ 1,000,000 X BODILY INJURY (Per person) $ - - -- - - - -- - ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS 711 1826-B02-75 02/02/2022 02/02/2023 BODILY INJURY (Per accident) $. - -- - - - -- - PROPERTY DAMAGE Per accident $ ; HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTN ER/EXECUTIVE OFFICE R/MEMBER EXCLUDED? Y I (Mandatory in NH) N / A 92J7J3421 03/04/2022 03/04/2023 PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1 000 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana Risk Management Divisions its Officers, Officials, Employees, and Volunteers 20 Civic Center Plaza Santa Ana, Ca 92702 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SANTA ANA RISK MANAGMENT DIVISION AUTHORIZED REPRESENTATIVE SANTA ANA, CA 92702 y°s T D B N­ REVIEWED&RPPROVEY: © 1988-2015 ACORD I °( ', e Aeevaa ACORD 25 (2016/03) The ACORD name and logo are registe d marks of ACORD Risk Management Specialist CG PolicyNo. 92 G9D454 1 6406—FB8A CMP-4787 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 G9D454 1 Named Insured: UNITED ACROSS BORDERS FOUNDATION 2509 W TRANSIT PL ANAHEIM CA 92804-2264 Name And Address Of Person Or Organization: CITY OF SANTA ANA RISK MANAGEMENT DIVISION 20 CIVIC CENTER PLZ SANTA ANA CA 92701 4058 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 1006225 137715.1 11-19-2013 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Ride Muagment DlMsian ZW REVIEWED & APPROVED BY. e eevu'� Risk Management Specialist CG Policy No. 92 G9D454 1 6406—FB8A CMP-4860.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4860.1 ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 G9D454 1 Named Insured: UNITED ACROSS BORDERS FOUNDATION 2509 W TRANSIT PL ANAHEIM CA 92804-2264 Name And Address Of Additional Insured Person Or Organization: CITY OF SANTA ANA RISK MANAGEMENT DIVISION 20 CIVIC CENTER PLZ SANTA ANA CA 92701 4058 1. SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", or "personal and advertis- ing injury" caused, in whole or in part, by: a. Premises And Ongoing Operations Your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations; or b. Products -Completed Operations "Your work" performed for that additional insured and included in the "products - completed operations hazard". However, Paragraph 1. above is subject to the following: a. The insurance afforded to the additional insured only applies to the extent permit- ted by law; b. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the con- tract or agreement to provide for such ad- ditional insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You are required by contract or agreement to provide for such addi- tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or "suit" is tendered to us. ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED Risk Muagment Division ZREVIEWED & APPROVED BY. e Aeevulo '�--'Risk Management Specialist CMP-4860.1 Page 2 of 2 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 3. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: 5. a. Required by the contract or agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 4. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: The additional insured must: a. See to it that we are notified as soon as practicable of an "occurrence" or an of- fense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occur- rence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and CMP-4860.1 (3) The nature and location of any injury or damage arising out of the "occur- rence" or offense; b. Tender the defense and indemnity of any claim or "suit" to us and to all other insur- ers who may have insurance potentially available to the additional insured; and c. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II — LIABILITY. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II — LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: a. This insurance is primary to and will not seek contribution from any other insur- ance available to the additional insured, provided that the additional insured is a named insured under such other insur- ance. b. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. iI1111 EPMEF-TINIKIYII►Z:~S►ZlyG! Risk Muagment DlMsian iW REVIEWED & APPROVED BY. e eev'� Risk Management Specialist StateAmm 104. State Farm Specialty Products CERTIFICATE OF INSURANCE ISSUE DATE: March 30, 2022 Producer THIS CERTIFICATE IS ISSUED AS A MATTER OF Araceli Padilla INFORMATION ONLY AND CONFERS NO RIGHTS UPON ARACELI PADILLA STATE FARM AGENCY THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES 2424 N Grand Ave Ste B NOT AMEND, EXTEND OR ALTER THE COVERAGE, Santa Ana, CA 92705-8757 TERMS, EXCLUSIONS AND CONDITIONS AFFORDED BY Producer Code #: 756406 THE POLICIES BELOW. Producer Fax #.: (714) 486-2682 INSURER AFFORDING COVERAGE State Farm Fire and Casualty Company Insured UNITED ACROSS BORDERS FOUNDATION BLOOMINGTON, IL 2509 W Transit PI Anaheim, CA 92705 COVERAGES 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 POLICY(IES) DESCRIBED HEREIN IS SUBJECT TO ALL THE COVERAGE, TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY NUMBER POLICY EFFECTIVE DATE POLICY EXPIRATION DATE PS0000007041200 March 16, 2022 March 16, 2023 TYPE OF INSURANCE LIMIT OF LIABILITY Not -For -Profit Organization Liability Policy Including Employment $1,000,000 - Limit of Liability in the Practices Liability Coverage Aggregate CANCELLATION CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED CITY OF SANTA ANA TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL RISK MANAGMENT DIVISION IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON SANTA ANA, CA 92702 THE INSURER, ITS AGENTS OR REPRESENTATIVES. .. AUTHORIZ D EPRESE TIVE CERT(Rev1) (08/11) ,µ.o��M Ride Division E o N Q` REVIEWED & APPROVED BY: e '�--'Risk Management Specialist State Farm Fire and Casualty Company A Stock Company with Home Offices in Bloomington, Illinois Herein called the Insurer DECLARATIONS PAGE NOT -FOR -PROFIT ORGANIZATION LIABILITY POLICY INCLUDING EMPLOYMENT PRACTICES LIABILITY COVERAGE Policy No: PS0000007041200 Renewal of Policy No: NOTICE: THIS IS A CLAIMS -MADE POLICY. THIS POLICY, SUBJECT TO ITS TERMS, APPLIES ONLY TO CLAIMS FIRST MADE DURING THE POLICY PERIOD OR ANY EXTENDED REPORTING PERIOD THAT MAY APPLY. This Declarations Page along with the completed and signed Application including attachments, and the Policy Form and Endorsements listed in Item 6., shall constitute the contract between the Insureds and the Insurer. Item 1. Parent Organization: UNITED ACROSS BORDERS FOUNDATION Address: 2509 W Transit PI Anaheim, CA 92705 Item 2. Policy Period: Effective Date: March 16, 2022 Expiration Date: March 16, 2023 (12:01 A.M. Standard Time at the Address stated in Item 1.) Item 3. Limit of Liability: $1,000,000 Item 4. Retention: $2,500 Item 5. Premium: $3,617.00 PSNP1000(07/01) in the Aggregate. each Claim. RAMwuganadDiMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist Item 6. Policy Form and endorsements made part of this Policy at the time of issuance: PSNP1001(01/01) Not -For -Profit Organization Liability Policy Including Employment Practices Liability Coverage PS1039-01(01/15) Certified Acts of Terrorism Endorsement PS1041 (01/15) Policyholder Disclosure Notice of Terrorism Insurance Coverage PS1044 (02/2 1 ) U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC") Advisory Notice To Policyholders PS1045 02/21 Trade Or Economic Sanctions PSNP1026CA 06/03 Endorsement ( )L California Amendatory Item 7. Notices to the Insurer - All notices to the Insurer pertaining to this Policy must be sent to: State Farm Specialty Products 222 South Riverside Plaza, Suite 2400 Chicago, IL 60606 Date of Issue: March 30, 2022 y Authorized RepresentaQe PSNP1000(07/01) Risk Divisian E o N,`P' REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist NOT -FOR -PROFIT ORGANIZATION LIABILITY POLICY INCLUDING EMPLOYMENT PRACTICES LIABILITY COVERAGE NOTICE: THIS IS A CLAIMS -MADE POLICY. THIS POLICY, SUBJECT TO ITS TERMS, APPLIES ONLY TO CLAIMS FIRST MADE DURING THE POLICY PERIOD OR ANY EXTENDED REPORTING PERIOD THAT MAY APPLY. The Insurer and the Insureds, subject to all of the terms of this Policy, agree as follows: INSURING CLAUSE A. The Insurer will pay on behalf of the Insureds Loss and Defense Costs resulting from any Claim first made against any of them during the Policy Period or Extended Reporting Period, if applicable, including any Claim for Personal Injury, Discrimination Against a Third Party or a Wrongful Employment Practice. B. The Insurer has the right and duty to defend any Claim to which this insurance applies, even if the allegations of the Claim are groundless, false or fraudulent. In addition to the Limit of Liability, the Insurer will pay Defense Costs resulting from any Claim to which this insurance applies. The Insurer is not obligated to defend any Claim or to pay Loss or Defense Costs after the Limit of Liability has been exhausted by payment of Loss. II. DEFINITIONS A. "Application" means: (1) the application for this Policy, a copy of which is attached hereto; and (2) the application(s), including any material submitted therewith for all previous policies issued by the Insurer or its affiliates providing continuous coverage until the Effective Date of this Policy together with any material submitted with the application for this Policy, all of which will be retained on file and deemed attached to this Policy as if physically attached hereto. B. "Claim" means: (1) any written demand received by any Insured seeking money or other relief for a Wrongful Act; or (2) notice of any judicial or administrative proceeding received by any Insured seeking to hold such Insured responsible for a Wrongful Act, including any appeal therefrom. C. "Defense Costs" means reasonable and necessary legal fees and expenses incurred by any attorney designated by the Insurer to defend the Insureds, and all other fees, costs, costs of attachment or similar bonds (but without any obligation by the Insurer to apply for or furnish such bonds), pre -judgment and post -judgment interest and expenses incurred by the Insurer resulting from the investigation, adjustment, defense and appeal of a Claim, but does not mean salaries, wages, overhead or benefits expenses of the Insureds. PSNP1001 (01/01) RAMougemadDiMsian E o N Q` REVIEWED & APPROVED BY: e '�--'Risk Management Specialist D. "Discrimination" means actual or alleged: (1) failure to hire or employ an applicant; (2) failure to promote or reinstate, or any demotion of or termination of any employee of the Organization; (3) taking of any adverse or differential employment decision because of race, color, creed, national origin, gender, sexual orientation or preference, marital status, sex, religion, age, military service, disability or handicap, pregnancy, or any other basis prohibited by federal, state, or local laws; or (4) taking of any adverse or differential employment decision based upon the exercise of a right pursuant to any workers' compensation, disability benefits, social security, unemployment compensation, COBRA, ERISA, Family Medical Leave Act, or any similar law for the protection of employees. E. "Discrimination Against a Third Party" means any actual or alleged discrimination by any Insured against, or any actual or alleged sexual harassment by any Insured of, any person who at the time of such discrimination or harassment was neither an employee of the Organization nor an applicant for employment with the Organization. F. "Employment Termination" means the notification to an employee that such employee is no longer to be employed by the Organization, whether such notification is effective immediately or in the future. Employment Termination also includes actual or alleged constructive discharge, breach of an implied agreement to continue employment or breach of a written employment agreement. G. "Harassment" means actual or alleged: (1) unwelcome sexual advances, requests for sexual favors, or other conduct of a sexual nature directed to an employee of the Organization when: (a) submission to such conduct is made either explicitly or implicitly a term or condition of such employee's employment; (b) submission to or rejection of such conduct by an individual is used as a basis for employment decisions effecting such employee; or (c) such conduct has the purpose or effect of unreasonably interfering with such employee's work performance or creating an intimidating, hostile, or offensive work environment. (2) conduct of a non -sexual nature directed toward an employee of the Organization that creates a work environment that has the purpose or effect of unreasonably interfering with such employee's work performance or that creates an intimidating, hostile, or offensive work environment. H. "Individual Insured" or "Individual Insureds" means individually or collectively as the case may be: (1) any persons who were, now are, or shall be directors, trustees, officers, employees, committee members or volunteers of the Organization including their estates, heirs, legal representatives or assigns in the event of their death, incapacity or bankruptcy; or PSNP1001 (01/01) RAMuaigmadDlMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist (2) any lawful spouse (whether such status is derived by reason of statutory or common law as recognized by the applicable jurisdiction) of any person identified in (1) above, but only in respect to a Claim arising solely out of his or her capacity as a spouse where such Claim seeks damages from the marital property, community property, jointly held property, or property transferred from any person identified in (1) above; provided, however, no coverage will be afforded under this Policy for any Wrongful Act of any spouse of any person identified in (1) above. "Insured" or "Insureds" means, individually or collectively as the case may be, the Organization and the Individual Insureds. "Insurer" means the insurer or insurers identified in the Declarations Page. K. "Interrelated Wrongful Acts" means Wrongful Acts that are logically or causally connected by reason of any common fact, circumstance, situation, transaction, event, or decision or series of facts, circumstances, situations, transactions, events or decisions. L. "Loss" means the amount that the Insureds become legally obligated to pay as damages or settlements, including but not limited to back pay and front pay. Loss also includes punitive or exemplary damages if insurable under the law pursuant to which this Policy is construed. Loss does not include: (1) civil or criminal fines, penalties imposed by law, or taxes; (2) that portion of any multiplied damage award that exceeds the amount multiplied; (3) compensation earned in the course of employment but not paid by the Organization; (4) any damages, costs, or expenses incurred by the Organization in making physical changes, modifications, alterations, or improvements as part of an accommodation of any disabled person pursuant to the Americans With Disabilities Act of 1990 (ADA) or any similar federal, state, or local law; (5) any liability or costs incurred in connection with any educational, sensitivity, or other program, policy or seminar relating to a Claim alleging a Wrongful Employment Practice; or (6) matters deemed uninsurable under the law pursuant to which this Policy will be construed. M. "Organization" means the Parent Organization and any Subsidiary. N. "Parent Organization" means the entity named in Item 1. of the Declarations Page. O. "Personal Injury" means any actual or alleged libel, slander, or other defamation, invasion of privacy, false arrest, wrongful detention or imprisonment, malicious prosecution, wrongful entry or eviction, infringement of copyright or trademark, trade dress, trade name, service mark, service name or other unauthorized use of title or slogan, or plagiarism or misappropriation of ideas. P. "Policy Period" means the period from the Effective Date of this Policy to the Policy Expiration Date set forth in Item 2. of the Declarations Page, or its earlier cancellation or termination date, if any. PSNP1001 (01/01) RA Muagment Dasian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist Q. "Subsidiary" means: (1) any not -for -profit entity that the Parent Organization and/or one or more of its Subsidiaries owns or controls the right to elect or appoint more than 50% of such entity's directors or trustees; and (2) any for -profit entity that the Insurer, at its sole discretion, agrees by written endorsement to provide coverage upon such terms, or additional premium charge as the Insurer may require. R. "Wrongful Act" means any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty by the Organization or by the Individual Insureds in the discharge of their duties solely in their capacity as Individual Insureds, including any Personal Injury, Wrongful Employment Practice or Discrimination Against a Third Party, or any matter asserted against the Individual Insureds solely by reason of their being Individual Insureds. Wrongful Act also means any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty, including any Personal Injury, Wrongful Employment Practice or Discrimination Against a Third Party, by Individual Insureds while acting in their capacity as a director, trustee, trustee emeritus, or officer of any not - for -profit entity under Section 501(c)3 of the Internal Revenue Code of 1986 (as amended) other than the Organization, or any other corporation or other organization listed by endorsement to this Policy, but only when such Individual Insureds are acting in such capacity on the appointment, or at the specific written direction, of the Organization. S. "Wrongful Employment Practice" means any: (1) Employment Termination by any Insured; (2) Discrimination by any Insured; (3) Harassment by any Insured; (4) employment -related decision by any Insured actually or allegedly in retaliation for any employee's exercise of any right pursuant to any law for the protection of such employee; or (5) negligent hiring, supervision, promotion or retention by any Insured when alleged by a current, former, or prospective employee of the Organization; including any of the following when employment -related: libel, slander, or other defamation; invasion of privacy; mental anguish; infliction of emotional distress; loss of consortium. III. EXCLUSIONS A. The Insurer will not defend any Claim or pay Loss or Defense Costs resulting from any Claim based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving: (1) any actual or alleged bodily injury, sickness, mental anguish, emotional distress, disease or death of any person, or damage to or destruction of any tangible property including loss of use thereof; provided, however, this Exclusion will not apply to mental anguish or emotional distress alleged in any Claim for Personal Iniurv. Discrimination Against a Third Party or Wrongful Employ Risk Divisian E ° REVIEWED & APPROVED BY. PSNP1001 (01/01)�Aeevaa 'Maw Rfsk Management Specialist (2) any Wrongful Act or any fact, circumstance or situation that has been the subject of any notice given to any insurance carrier or its authorized agent prior to the Effective Date of this Policy, or any other Wrongful Act whenever occurring, that, together with a Wrongful Act that has been the subject of such notice, would constitute Interrelated Wrongful Acts; (3) actual or alleged contractual liability of any Insured under any oral, written, or implied contract or agreement other than an employment contract in connection with an Employment Termination by any Insured; provided, however, this Exclusion will not apply to liability that would have attached in the absence of such contract or agreement; or (4) the actual, alleged or threatened discharge, dispersal or release of any Pollutant; or the creation of an injurious condition involving any Pollutant; or the existence of any Pollutant on any property; or the cleanup, removal, testing, monitoring, containment, treatment, detoxification or neutralization of any Pollutant. This Exclusion is effective whether or not the pollution was sudden, accidental, gradual, intended, expected or preventable or whether or not any Insured caused or contributed to the pollution. "Pollutant" means any solid, liquid, gaseous or thermal irritant or contaminant, including, but not limited to: (a) smoke, vapor, soot, fumes, acids, alkalis, chemicals, lead, mold, or asbestos; (b) hazardous, toxic or radioactive matter or nuclear radiation; (c) waste, which includes material to be recycled, reconditioned or reclaimed; or (d) any other pollutant as defined by applicable federal, state or local statutes, regulations, rulings or ordinances; (5) (a) any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (or any amendments thereto and any rules or regulations promulgated thereunder) or any similar provisions of any federal, state or local law; or any other pension, profit sharing or employee benefit program established in whole or in part for the benefit of any Individual Insured, or other employee benefit plan or program pursuant to a trust or other agreement for the benefit of any Individual Insured; (b) any governmentally mandated insurance program concerning workers' compensation, unemployment compensation, disability benefits, or social security; or (c) the Comprehensive Omnibus Budget Reconciliation Act (COBRA), the Occupational Safety and Health Act of 1970 (OSHA) or any similar state or local law; however, this Exclusion will not apply to any Claim alleging any employment - related decision by any Insured actually or allegedly in retaliation for such claimant's exercise of a right pursuant to any such benefit plans or laws. B. The Insurer will not defend any Claim or pay Loss or Defense Costs resulting from any Claim: (1) in which a final adjudication adverse to any of the Insureds establishes that such Insured committed a dishonest, fraudulent or criminal act or omission. or committed a Wrongful Act with actual knowledge of its i,,, RISIE DRR810R intent to cause damage; eo RElAEWED&APPROVED BY.- PSNP1001 (01/01) Aeevaa '�--'Risk Management Specialist (2) based upon or attributable to any of the Insureds gaining in fact any profit, remuneration, or advantage to which such Insured was not legally entitled; or (3) made against any Subsidiary or its Individual Insureds based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving: (a) any Wrongful Act occurring prior to the date the entity became a Subsidiary; or (b) any Wrongful Act occurring subsequent to the date the entity became a Subsidiary that, together with a Wrongful Act occurring prior to the date the entity became a Subsidiary, would constitute Interrelated Wrongful Acts; or (c) any Wrongful Act occurring subsequent to the date the entity ceased to be a Subsidiary; or (4) by, at the behest of, or on behalf of the Organization; provided, however, this Exclusion will not apply to any derivative action brought totally independently of, and without the solicitation, assistance, participation or intervention of, any of the Insureds. Any fact pertaining to or knowledge possessed by any Individual Insured will not be imputed to any other Individual Insured for the purposes of determining the applicability of Exclusions B. (1) and B. (2). IV. LIMIT OF LIABILITY AND RETENTION A. A Retention in the amount shown in Item 4. of the Declarations Page will be paid by the Insureds for each Claim as determined under Clause VII.B.. The Insureds will pay the Retention amount for Loss or Defense Costs or a combination of the two, whichever first becomes due, before the Insurer will be obligated to make payments under this Policy. B. After payment of the Retention, the Insurer will pay: (1) Loss resulting from each Claim up to the Limit of Liability in each Policy Period. The amount shown in Item 3. of the Declarations Page will be the maximum aggregate Limit of Liability of the Insurer in each Policy Period for all Loss resulting from all Claims made against the Insureds during such Policy Period, regardless of the number of Claims, the number of Wrongful Acts, the number of persons or entities bringing Claims, or the number of persons or entities who are Insureds; and (2) Defense Costs resulting from a Claim. Defense Costs paid by the Insurer will not reduce the Limit of Liability in any Policy Period. However, the Insurer will not be obligated to defend any Claim or to pay Loss or Defense Costs in any Policy Period after the Limit of Liability has been exhausted by payment of Loss. V. SETTLEMENTS AND COOPERATION A. The Insurer has the right to negotiate the settlement of any Claim, as it deems expedient, whether within or above the Retention, but will settle the Claim only with the Insured's consent. If the Insureds refuse to consent to any settlement recommended by the Insurer, the Insureds will thereafter be obligated to negotiate or defend such Claim independently of the Insurer. Subject to the Limit of Liability, the Insurer's liability for such Claim is limited to the amount in excess of the Retention that the Insurer would have contributed to the settlement had the Insureds consented to settlement plus Defense Costs covered by the Policy incurred up to the date of si Risk Mougmad Division E ° REVIEWED & APPROVED BY. PSNP1001 (01/01)�Aeevaa '�--'Rfsk Management Specialist The Insureds further agree to submit any Claim to mediation or binding or non -binding arbitration upon the Insurer's request. If the Insureds refuse to submit any Claim to mediation or binding or non -binding arbitration, the Insureds will thereafter be obligated to negotiate or defend such Claim independently of the Insurer. The Insurer's liability for such Claim is limited to the Defense Costs covered by the Policy incurred up to the date of such refusal to submit such Claim to mediation or binding or non -binding arbitration. The Insureds shall not, except at personal cost, make any payment, admit any liability, settle any Claim, assume any obligation, or incur any expense without the Insurer's written consent. The Insureds shall not demand or agree to arbitration of any Claim without the written consent of the Insurer. B. The Insureds agree to cooperate with the Insurer, and provide such assistance and information as the Insurer may reasonably request. Upon the Insurer's request, the Insureds shall submit to examination and interrogation by a representative of the Insurer, under oath if required, and shall attend hearings, depositions and trials and shall assist in the conduct of suits, including but not limited to effecting settlement, securing and giving evidence, obtaining the attendance of witnesses, giving written statements to the Insurer's representatives and meeting with such representatives for the purpose of investigation and/or defense, all of the above without charge to the Insurer. The Insureds further agree not to take any action that may increase the Insurer's exposure for Loss or Defense Costs. The Insureds shall execute all papers required and shall do everything that may be necessary to secure and preserve any rights of indemnity, contribution or apportionment that the Insureds may have, including the execution of such documents as are necessary to enable the Insurer to bring suit in their name, and shall provide all other assistance and cooperation that the Insurer may reasonably require. VI. NOTIFICATION A. If during the Policy Period or the Extended Reporting Period, if applicable, any Claim is made, the Insureds will, as a condition precedent to their rights under this Policy, give the Insurer written notice of any such Claim as soon as practicable. In no event will notice of any Claim given to the Insurer more than sixty (60) days after the end of the Policy Period or the Extended Reporting Period, if applicable, be considered notice as soon as practicable under this Policy. B. If during the Policy Period or the Extended Reporting Period, if applicable, the Insureds first become aware of a specific Wrongful Act and give written notice to the Insurer as soon as practicable of: (1) the specific Wrongful Act; (2) the identity of the potential claimant; (3) any consequences that may result or have resulted; and (4) the circumstances by which the Insureds first became aware thereof, then any Claim subsequently made arising out of such Wrongful Act will be deemed for the purposes of this Policy to have been made at the time such written notice was given. VII. GENERAL CONDITIONS A. Representations Clause: The Insureds represent that the particulars and Application are accurate and complete. PSNP1001 (01/01) statemei Risk Muagment DlMsian E REVIEWED & APPROVED BY: e Aeevaa '�--'Risk Management Specialist The Insureds agree that those particulars and statements are representations that the person or persons who signed the Application made to the Insurer on behalf of all Insureds; that the Application is deemed to be incorporated into and forms a part of this Policy; that those representations were a material inducement to the Insurer to issue this Policy; that the Insurer issued this Policy in reliance upon those representations; and that this Policy embodies all agreements existing between the Insureds and the Insurer or any of its agents relating to this insurance. In the event that any representation in the Application is untrue, this Policy will be void and of no effect whatsoever, but only with respect to: (1) any Insured who had knowledge or information that a representation was untrue; and (2) the Organization, if the person or persons who signed the Application had knowledge or information that a representation was untrue. B. Interrelationship and Date of Claim Clause: More than one Claim involving the same Wrongful Act or Interrelated Wrongful Acts of one or more of the Insureds will be deemed to constitute a single Claim and such single Claim will be deemed to have been made at the earlier of the following times: (1) the time the earliest of any Claim within such single Claim was first made; or (2) the earliest time that notice was given under any policy of insurance of any Wrongful Act, or any fact, circumstance, situation, event or transaction that underlies any Claim within such single Claim. C. Cancel lation/Nonrenewal Clause: (1) The Insureds give the Parent Organization the exclusive power and authority to cancel this Policy on their behalf. The Parent Organization may cancel this Policy by surrendering it to the Insurer, or by mailing written notice to the Insurer stating when thereafter such cancellation will be effective. The effective date of cancellation stated in the notice will become the end of the Policy Period. Delivery of such written notice will be equivalent to mailing. (2) This Policy may be canceled by the Insurer only for non-payment of the premium. If the Insurer cancels for non-payment of the premium, the Insurer will mail written notice to the Parent Organization stating when, not less than ten (10) days thereafter, such cancellation will be effective. The mailing of any cancellation notice will be sufficient notice and the effective date of cancellation stated in the notice will be the end of the Policy Period. Delivery of such written notice by the Insurer will be equivalent to mailing. If the foregoing notice is in conflict with any governing law or regulation, then it will be amended to afford the minimum notice period permitted by law. (3) If the Parent Organization or the Insurer cancels this Policy, the Insurer will retain the pro rats proportion of the premium. Payment or tender of any unearned premium by the Insurer will not be a condition precedent to the effectiveness of cancellation, but such payment will be made as soon as practicable. (4) If the Insurer decides not to renew this Policy, the Insurer shall provide written notice to the Parent Organization at least 60 days prior to the end of the Policv Period. The notice shall include the reason for such non-r Risk Division E ° REVIEWED & APPROVED BY. PSNP1001 (01/01)�Aeevaa '�--'Rfsk Management Specialist D. Organization Authorization Clause: The Insureds agree that the Parent Organization will act on their behalf with respect to the giving of all notices to the Insurer and the receiving of notices from the Insurer. The Parent Organization will also act for the Insureds for the payment of the premiums and the receiving of any return premiums that may become due under this Policy. Vill. EXTENDED REPORTING PERIOD A. If the Insurer refuses to renew or the Parent Organization cancels or chooses not to renew this Policy, then the Parent Organization has the right, upon payment of an additional premium calculated at the percentage, set forth below, of the annual premium, to an extension of the coverage granted by this Policy with respect to any Claim first made against the Insureds during the selected period. The extension of coverage will (1) commence immediately upon the end of the Policy Period, and (2) apply only to a Claim based upon a Wrongful Act committed before the end of the Policy Period. This extension period is called the "Extended Reporting Period". Extended Reporting Period Option Percentage of Annual Premium One Year 50% Two Years 90% Three Years 125% B. The quotation of a different premium and/or Retention and/or Limit of Liability and/or terms and conditions for renewal does not constitute a refusal to renew for the purpose of this provision. C. As a condition precedent to the right to purchase the Extended Reporting Period, the total premium for this Policy must have been paid. The right to purchase the Extended Reporting Period will terminate unless written notice is received by the Insurer within thirty (30) days after the end of the Policy Period, with full payment of the premium for the Extended Reporting Period. If the Insurer does not receive proper notice and premium payment, the Parent Organization will not be able to exercise the right to purchase the Extended Reporting Period. D. If the Extended Reporting Period is purchased, the entire premium is deemed earned at its commencement and the Extended Reporting Period may not be cancelled. E. The purchase of the Extended Reporting Period will not in any way increase the Limit of Liability in the Declarations Page, and the Limit of Liability for the Extended Reporting Period will be part of and not in addition to the Limit of Liability as stated in Item 3. of the Declarations Page. IX. CHANGE IN CONTROL OF PARENT ORGANIZATION If during the Policy Period: (1) the Parent Organization is acquired by, merged into, or substantially all of its assets are consolidated into any other entity; or (2) any other organization, person or entity, or group of persons or entities, acting in concert acquires; (a) the ability to control the Parent Organization's managerial decisions, or (b) the right to elect or appoint more than 50% of the Parent Organization's directors or trustees; then coverage under this Policy will continue for the balance of the Policy Period, but will only apply to a Claim based upon a Wrongful Act committed prior to any of the event above. RAMwugemadDiMsian E ° REVIEWED & APPROVED BY. PSNP1001 (01/01)�Aeevaa 'Maw- Rfsk Management Specialist The Parent Organization will provide written notice of the events listed in item (1) or (2) above as soon as practicable. The Insurer, at its sole discretion, may offer alternative coverage options upon receipt of any additional underwriting information required and the Insured's payment of any additional premium required by the Insurer. X. SUBROGATION If the Insurer makes any payments under this Policy, the Insurer is subrogated to the extent of such payment to all of the Insureds' rights of recovery against any person or entity. The Insureds shall execute all papers required and will do everything that may be necessary to secure and preserve such rights, including the execution of such documents as are necessary to enable the Insurer effectively to sue in their name. The Insureds must also provide all other assistance and cooperation that the Insurer may reasonably require. Any recoveries will be applied as follows: (1) first, to the Insurer up to the amount the Insurer has paid for Loss and Defense Costs; (2) then to the Insured as recovery of Retention amounts paid as Loss and Defense Costs. XI. ACTION AGAINST INSURER The Insureds may not sue the Insurer unless, as a condition precedent, the Insureds have fully complied with all of the terms of this Policy. The amount of the Insureds' obligation to pay must also have been fully and finally determined either by judgment against them after actual trial or by written agreement between them, the claimant and the Insurer. Any person or organization or their legal representative who has secured such judgment or written agreement will be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. Nothing contained in this Policy will give any person or organization any right to join the Insurer as a party to any Claim against the Insureds to determine their liability. The Insurer will not be impleaded by the Insureds or their legal representative in any Claim. XII. OTHER INSURANCE If any Claim is insured under any other valid and collectible policy(ies), prior or current, then this Policy will cover such Claim, subject to its limitations, conditions, provisions and other terms, only to the extent that the amount of Loss or Defense Costs is in excess of the amount of such other insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limit of Liability provided by this Policy. XIII. CHANGES Notice to any agent or knowledge possessed by any agent or other person acting on behalf of the Insurer will not waive or change any part of this Policy or estop the Insurer from asserting any right under this Policy. The terms of this Policy will not be waived or changed except by written endorsement or rider issued by the Insurer to form a part of this Policy. XIV. ASSIGNMENT OF INTEREST Assignment of interest under this Policy will not bind the Insurer without its consent. XV. TERRITORY Coverage under this Policy extends to a Wrongful Act committed anywhere in the world, provided that the Claim is first brought in the United States of America (including its territories and possessions), Puerto Rico or Canada. PSNP1001 (01/01) Risk Divisian E o N,`P' REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist XVI. ENTIRE AGREEMENT The Insureds agree that this Policy embodies all agreements existing between them and the Insurer or any of its agents relating to this insurance. XVII. NOTICES TO THE INSURER All notices to the Insurer provided for in this Policy will be given pursuant to the provisions specified in Item 7. of the Declarations Page. IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested, but this Policy will not be valid unless countersigned by a duly authorized representative of the Insurer, to the extent required by applicable law. , Michael L. Tipsord"' President PSNP1001 (01/01) nne . YowV, Secretary RAManagrmadDl iaian E o N Q` REVIEWED & APPROVED BY: e '�--'Risk Management Specialist ENDORSEMENT Issued to: UNITED ACROSS BORDERS FOUNDATION Policy Number: PS0000007041200 Endorsement number: (applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy) CERTIFIED ACTS OF TERRORISM ENDORSEMENT In consideration of the premium paid, it is hereby understood and agreed that, with respect to any claim otherwise covered hereunder, this policy shall not exclude any claim based upon, arising out of, or in any way involving any Certified Act of Terrorism. Certified Act of Terrorism means an act that is certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance of Act. The federal Terrorism Risk Insurance of Act sets forth the following criteria for a Certified Act of Terrorism: 1. The act resulted in insured losses in excess of $5 million in the aggregate attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a Calendar Year and the Company has met the Company's deductible under the Terrorism Risk Insurance Act, the Company shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such cases insured losses up to that amount are subject to pro rats allocation in accordance with the procedures established by the Secretary of Treasury. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Policy and takes effect on the effective date indicated below. Effective date of this endorsement: March 16, 2022 PS1039-01 (01/15) Ride Muagment DlMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist In accordance with the Terrorism Risk Insurance Reauthorization Act of 2015, this disclosure is part of your policy. POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE Coverage for acts of terrorism is not excluded from your current policy. However your policy does contain other exclusions which may be applicable, such as an exclusion for nuclear hazard. You are hereby notified that under the Terrorism Risk Insurance Act, as amended in 2015, the definition of act of terrorism has changed. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act that is certified by the Secretary of the Treasury —in consultation with the Secretary of Homeland Security, and the Attorney General of the United States —to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Under this policy, any covered losses resulting from certified acts of terrorism may be partially reimbursed by the United States Government under a formula established by the Terrorism Risk Insurance Act, as amended. Under the formula, the United States Government generally reimburses 85% through 2015; 84% beginning on January 1, 2016; 83% beginning on January 1, 2017; 82% beginning on January 1, 2018; 81 % beginning on January 1, 2019 and 80% beginning on January 1, 2020 of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The Terrorism Risk Insurance Act, as amended, contains a $100 billion cap that limits U.S. Government reimbursement as well as insurers' liability for losses resulting from certified acts of terrorism when the amount of such losses exceeds $100 billion in any one calendar year. If the aggregate insured losses for all insurers exceed $100 billion, your coverage may be reduced. There is no separate premium charged to cover insured losses caused by terrorism. Your insurance policy establishes the coverage that exists for insured losses. This notice does not expand coverage beyond that described in your policy. THIS IS YOUR NOTIFICATION THAT UNDER THE TERRORISM RISK INSURANCE ACT, AS AMENDED, ANY LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM UNDER YOUR POLICY MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT AND MAY BE SUBJECT TO A $100 BILLION CAP THAT MAY REDUCE YOUR COVERAGE. PS1041 (01/15) Risk Divisian E o N,`P' REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations Page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web site — https://www.treasury.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. PS1044 (02/21) RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist ENDORSEMENT Issued to: UNITED ACROSS BORDERS FOUNDATION Policy Number: PS0000007041200 Endorsement number: (applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy) TRADE OR ECONOMIC SANCTIONS The following is added to this policy: Trade Or Economic Sanctions This insurance does not provide any coverage, and we (the Insurer) shall not make payment of any claim or provide any benefit hereunder, to the extent that the provision of such coverage, payment of such claim, or provision of such benefit would expose us (the Insurer) to a violation of any applicable trade or economic sanctions, laws, or regulations, including but not limited to, those administered and enforced by the United States Treasury Department's Office of Foreign Assets Control (OFAC). All other terms and conditions remain unchanged. PS1045 (02/21) RAMuaigmadDlMsian iREVIEWED & APPROVED BY. e eev Risk Management Specialist ENDORSEMENT Issued to: UNITED ACROSS BORDERS FOUNDATION Policy Number: PS0000007041200 Endorsement number: (applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy) CALIFORNIA AMENDATORY ENDORSEMENT 1. Clause II. DEFINITIONS L. is deleted and replaced by the following: L. "Loss" means the amount that the Insureds become legally obligated to pay as damages or settlements, including but not limited to back pay and front pay. Loss does not include: (1) civil or criminal fines, penalties imposed by law or taxes; (2) that portion of any multiplied damage award that exceeds the amount multiplied; (3) compensation earned in the course of employment but not paid by the Organization; (4) any damages, costs or expenses incurred by the Organization in making physical changes, modifications, alterations or improvements as part of an accommodation of any disabled person pursuant to the Americans With Disabilities Act of 1990 (ADA) or any similar federal, state or local law; (5) any liability or costs incurred in connection with any educational, sensitivity or other program, policy or seminar relating to a Claim alleging a Wrongful Employment Practice; (6) punitive or exemplary damages; or (7) matters deemed uninsurable under the law pursuant to which this Policy will be construed. 2. Clause VII. GENERAL CONDITIONS C. (2) and (4) are deleted and replaced by the following: C. Cancellation/Nonrenewal Clause: (2) This Policy may be canceled by the Insurer only for non-payment of the premium. If the Insurer cancels for non-payment of the premium, the Insurer will mail written notice to the Parent Organization, and to the agent of record, stating when, not less than ten (10) days thereafter, such cancellation will be effective. PSNP1026CA (06/03) The mailing of any cancellation notice will be sufficient notice and the effective date of cancellation stated in the notice will be the end of the Policy Period. The notice of cancellation will include the reason(s) for cancellation. Delivery of such written notice by the Insurer will be equivalent to mailing. RAMougemadDiMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist (4) If the Insurer decides not to renew this Policy, conditions renewal upon a reduction of the Limit of Liability, eliminates coverages, increases the Retention, or increases the rate upon which the premium is based more than 25%, the Insurer shall provide written notice to the Parent Organization, and to the agent of record, at least 60 days, but not more than 120 days, prior to the end of the Policy Period. The notice shall include the reason for such non -renewal. 3. Clause XI. ACTION AGAINST INSURER is deleted and replaced by the following: The Insureds may not sue the Insurer unless, as a condition precedent, the Insureds have fully complied with all of the terms of this Policy. The amount of the Insureds' obligation to pay must also have been fully and finally determined either by judgment against them after actual trial or by written agreement between them, the claimant and the Insurer. Any person or organization or their legal representative who has secured such judgment or written agreement will be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. Nothing contained in this Policy will give any person or organization any right to join the Insurer as a party to any Claim against the Insureds to determine their liability. The Insurer will not be impleaded by the Insureds or their legal representative in any Claim. To the extent that coverage is provided under this Policy, bankruptcy or insolvency of any Insured or any Insured's estate will not relieve the Insurer of any of its obligations under this Policy. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Policy and takes effect on the effective date indicated below. Effective date of this endorsement: March 16, 2022 If this endorsement is issued as part of the Policy on the Effective Date shown in the Declarations Page, then the countersignature on the Declarations Page also applies to this endorsement. If this endorsement is not issued with the Policy or takes effect after the Effective Date of the Policy, an Authorized Representative of the Insurer must countersign in the space below to validate the endorsement. PSNP1026CA (06/03) By: Authorized Representativ RAMwuigmadDlMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist