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HomeMy WebLinkAboutPAUL MCNEFF KIDSINGERS 34~' AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Sr. Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions. --------- ---------------------------------------------------- The agreement with ~~~1/ _ ~ No. -aoolo-o9a-d~ was completed on ~ ~ a O p ~ ,and final payment has been made. Department Signature: Date: Revised 8-7-03 City of Santa Ana Clerk of the Council INSURANCE ON FILE A-2006-092-022 WORK MAY PROCEED UNTIL INSURANCE EXPIRES sios CLERKCLERK O/ F Cp~ NQC L AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DATE: AUG O 9 ZQ~6 KIDSINGERS FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement, is hereby made and entered into this 1st day of July, 2006, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("CITY") and Kidsingers, a California nonprofit corporation ("SUBRECIPIENT"). WITNESSETH Recitals: A. The CITY, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Program, desires to enter this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seg. ("CDBG REGS"); and B. CITY has applied for and received CDBG funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended ("ACT"); and C. The SUBRECIPIENT is a private nonprofit agency that has been selected by the CITY to receive CDBG funds and administer such financial assistance; and to provide the services described in Exhibit A, in accordance with the schedule of performance included therein, hereinafter referred to as "said program". SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives (24 CFR Part 570.208). D. SUBRECIPIENT agrees that it will adhere to the performance measurements and outcomes as indicated on Exhibit B-1 (Outcome Tracking). Failure to follow the measurements and meet the stated outcomes 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 awazded to SUBRECIPIENT pursuant to this Agreement. E. The CITY and SUBRECIPIENT have duly executed this Agreement for the expenditure of such funds; and WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: 5/OS I. SUBRECIPIENT'S OBLIGATIONS A. Non-Profit Status - Renresentations and Warranties (a) Authority. SUBRECIPIENT is a duly organized and existing non-profit corporation in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (b) Experience. SUBRECIPIENT is a qualified provider of the services to be provided hereunder. (c) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (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. (d) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (f) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT' S performance under this Agreement. (g) Application Veracity. All provisions of and information provided in SUBRECIPIENT'S application for funding submitted to CITY including any exhibits are true and conect in all material respects. (h) No Pending Investigation SUBRECIPIENT is not aware 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, that would relate to affect performance of the Agreement or provision of services hereunder. B. Amount of Grant and Ouarterly Disbursement. The amount granted to SUBRECIPIENT is $ 13,000("CDBG FUNDS"), and such funds shall be expended by SUBRECIPIENT on or before June 30, 2007. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis (October, January, April and July) subject to and upon receipt and approval of a complete quarterly activity report from SUBRECIPIENT, with the final sios payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applicable funding year, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including but not limited to obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. C. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT hereunder. D. Allowable Costs. SUBRECIPIENT agrees to complete said program on or before June 3Q 2007 and to use said funds to pay for necessary and reasonable costs allowable under the federal law and regulations to operate said program. Said amounts shall include, but not be limited to, wages, administrative costs, and employee benefits comparable to other similarly situated employees. Other allowable program costs are detailed in the Budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Agreement. E. Licensine. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. F. Zonine• SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good-faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. G. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable OMB Circular A-I10 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be able to 3 5/OS account for receipt, obligation and expenditure of CDBG FUNDS pursuant to applicable OMB Circulaz A-110 requirements. H. Audit Report Reuirements. SUBRECIPIENT agrees that if SUBRECIPIENT receives Three Hundred Thousand Dollars ($300,000.00) or more in federal funds, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by October 1 of the yeaz following the program yeaz in which this Agreement is executed. I. Record Keenin enorting. SUBRECIPIENT shall keep and maintain complete and adequate records and reports to assist CITY in meeting and maintaining its record keeping responsibilities under the CDBG REGS, including the following: (1) Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUBRECIPIENT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification. d. Documentation of all CDBG FUNDS received from CITY. e. Documentation of expenses as identified in the Budget Proposal, including evidence of incurring the expense, invoices for goods or services, copies of any and all contracts or documentation pertaining to costs for subcontractors, plus all other invoices for which CDBG FUNDS were expended, and any payments therefor. f. Any such other related records as CITY shall reasonably require or as required to be maintained pursuant to the CDBG REGS. (2) Reports (i) Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECIPIENT shall submit both: an original invoice and true copies of invoices, receipts, agreements, copies of any and all contracts or documentation pertaining to costs for subcontractors or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. 5/OS (ii) Quarterly Activity Report: SUBRECIPIENT agrees to keep monthly records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIENT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, the number of female heads of households assisted, new program information and year-to- date program statistics on expenditures, caseload and activities. J. Access to Records. CITY and the United State Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining SUBRECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and/or their representatives shall also schedule on-site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder is conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/Reauired Length of Record Keepine. All accounting records, reports, and evidence pertaining to all costs, expenses and the CDBG FUNDS of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years after completion of an audit in conformity with the CDBG REGS's. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above-referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. L. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program aze received by CITY pursuant to the ACT as amended and that expenditures of these funds shall be in accordance with the ACT 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. Program income received by SUBRECIPIENT shall be returned to CITY unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. M. Standine. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Boazd and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. 5 5/OS N. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. O. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. P. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby CDBG funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or jusfify expenditure of the CDBG funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained/spent under fraudulent circumstances. Q. Eauipment. SUBRECIPIENT agrees to maintain a record for each item of non- expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non-expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts. S. LobbvinQ. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in "Exhibit C," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of 6 5/OS 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 (see C-1). T. Financial Interest. SUBRECIPIENT agrees that except for the use of CDBG funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to CDBG activities assisted under the terms of this Agreement, or who aze in a position to participate in adecision-making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from aCDBG-assisted activity of SUBRECIPIENT, either for themselves or those with whom they have family or business ties, during their tenure or for one yeaz 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 agencies, or the SUBRECIPIENT. U. Davis-Bacon Act. All laborers and mechanics employed by contractors or subcontractors in the performance of construction work, including alterations and repairs, in excess of $2,000.00, financed in whole or in part with federal funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis-Bacon Act, as amended, 40 U.S.C. sections 276a - 276a-5. Any such construction contract shall include and comply with the required contract provisions and rules set forth in 29 C.F.R. §5.5. Further, the payroll reports (along with the "Statement of Compliance") and basic records are required to be maintained and submitted, or made available, pursuant to 29 C.F.R. §5.5(a)(3). No payment, advance, grant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a certificafion by the contractor that the contractor and its subcontractors have complied with the provisions of 29 C.F.R. §5.5. A breach of the contract clauses in 29 C.F.R. §5.5 may be grounds for termination of the contract, and for debarment as a contractor/subcontractor, as provided in 29 C.F.R. §5.12. Labor standards interviews/investigations shall be made as necessary to assure compliance [29 C.F.R. §5.6(a)(3)]. V. Drug Free Workplace. SUBRECIPIENT certifies that it has established the following drug-free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. 2. As an employee working in conjunction with a federally funded program, the employees of SUBRECIPIENT will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of SUBRECIPIENT and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 5/OS 3. The CITY and the United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4. Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. II. CITY'S OBLIGATIONS A. Payment of Funds. Upon execution of this Agreement by SUBRECIPIENT, CITY shall pay to SUBRECIPIENT from CDBG funds, when, if and to the extent received from HUD, for CITY's 2006-07 CDBG program year amounts expended by SUBRECIPIENT in canying out said program for fiscal year 2006-07 pursuant to this Agreement up to a maximum aggregate payment of Thirteen Thousand Dollars ($ 13,000) in installments determined by CITY. Payments shall be made to SUBRECIPIENT through the submission of invoices on a quarterly basis (October, January, April and July) in a form prescribed by CITY, detailing such expenses. CITY shall pay such invoices within thirty (30) days after receipt thereof provided CITY is satisfied that such expenses have been incurred and documented within the scope and provisions of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. B. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's annual audit of all CDBG FUNDS in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. Common Rule: Pursuant to CFR 85.40(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. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each applicable project. E. Performance Monitorine: CITY shall monitor the performance of the SUBRECIPIENT against goals and performance standards required herein. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the SUBRECIPIENT within a reasonable period of time after being notified by the CITY, contract suspension or termination procedures will be initiated. 8 sios III. NONDISCRIMINATION SUBRECIPIENT agrees that no person on the ground of race, age, color, national origin, religion or sex will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with CDBG funds. IV. CONFLICT OF INTEREST Pursuant to the conflict of interest requirements set forth in 24 CFR 576.57 and OMB Circulars I-102 and A-110, SUBRECIPIENT agrees that no officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its boazd of directors and list of officers. V. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with CDBG funds, in accordance with 24 CFR 570.200(j): A. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. D. Where the services to be provided under said program aze rendered on property owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor repairs to such property which aze directly related to the cost of rendering the services under said 9 5/OS program, where the cost constitutes in dollar terms only an incidental portion of the CDBG expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in- law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VII. 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: TO SUBRECIPIENT: VIII. ASSIGNABILITY City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana,Califomia 92702-1988 Paul McNeff Director Kidsingers 3947 E. La Palma Avenue Anaheim, CA 92807 None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. 10 5/OS IX. HOLD HARMLESS SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. X. INSURANCE A. In accordance with the provisions of Section 3300 of the Labor Code, if SUBRECIPIENT has any employees it is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing performance of this Agreement, SUBRECIPIENT agrees to obtain and maintain employer's liability insurance with limits not less than $1,000,000 per accident. If SUBRECIPIENT has no employees, nor workers' compensation coverage, it must execute a Declaration available from the CITY, and update as is necessary. B. SUBRECIPIENT shall undertake self-insurance, or shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. SUBRECIPIENT shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (b) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT shall transfer to CITY any CDBG funds on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of CDBG funds. [24 CFR 570.503(b)(8).] 11 5/OS B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: 1. Used, where CITY has given written approval, to meet one of the national objectives stated in 24 CFR 570.208 until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by CITY; or 2. If not used in accordance with subpazagraph A above, SUBRECIPIENT shall pay to CITY an amount equal to the cun•ent fair market value of the property less any portion of the value attributable to the expenditure of non-CDBG funds for acquisition of, or improvement to, the property. Such payment is program income to CITY. C. Subject to the obligations set forth herein, title to equipment acquired under the teens of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 1. Items of equipment with a current per unit fair mazket value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CITY. 2. Items of equipment with a current fair mazket per unit value of $5,000.00 or more may be retained or sold and CITY shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by CITY's share of federal funds used to acquire the equipment, in accordance with 24 CFR 85.32(e)(2). D. SUBRECIPIENT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instmment or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in pazagraph "XII. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. 12 5/OS XII. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 24 CFR 85.43, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declaze a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (I) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The grant of funds under this Agreement may be ternnated for convenience in accordance with 24 CFR 85.44. E. The grant of funds under this Agreement may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. In the event this Agreement is terminated as set forth in subparagraphs XILA. through XILE., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. XIII. LIMITATION OF FUND5 The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, 13 5/OS reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de-scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. 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 CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement aclmowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parry, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and constmed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XVI. VALIDITY 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. XVII. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall 14 5/OS 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. b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. 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. 15 5/OS IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. ATTE~ST~ ~ ~ CITY OF SANTA ANA 7~ti"-~-c-°~a PATRICIA E. HEALY DAV N. REAM Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney "- y: LISA E. STORCK Assistant City Attorney SUBRECIPIENT: DATE: Title: Director Tax ID: 33-0634602 16 City of Santa Ana Community Development Block Grant Scope of Work Name of Organization- KidSingers Name of Funded Program- KidSineers Annual Accomplishment Goal I. Total number of unduplicated clients (Santa Ana and Non-Santa Ana Residents) anticipated to be served by the funded program, named above, during the 12-month contract period. 131 PERSONS II. Number of only unduplicated Santa Ana residents to be served by the funded program, named above, during the 12-month contract period. 124PERSONS Program and Funding Description III. Description of Work - In the space below, describe the program to be funded during the 12-month contract period. KidSingers is an inner-city, after-school youth chorus of 131 kids between the ages of 8-18. Comprised of four choruses which reheazse simultaneously, KidSingers teaches kids how to sing and perform through intensive 2 1/2 hour rehearsals on Tuesday afternoons from 3:30 - 6:OOp at First Presbyterian Church Santa Ana. This is a donated venue. Seven to eight performances are given each season at a variety of venues including Nixon Library, Disneyland, Festival of Children/South Coast Plaza, Plotkin Gallery, St. Annual Spring Concert a[ St. Joseph Auditorium, Angel Stadium to name a few. During the rehearsal sessions, kids learn how to use their voices properly through appropriate singing techique and also leazn dynamic performance techniques which enables the group to thoroughly engage an audience with KidSingers positive messages through song. KidSingers also offers a college scholarship program to all KidSingers in grades 7 - 12. Since the inception of this program four years ago, KidSingers has awazded $24,000 in college scholarships which aze forwarded to the KidSinger college of choice upon their graduation from high school. Additionally, pazent classes meet once a month about a variety of topics including, immigration issues, pazenting skills, scholarship searches, college placement for their kids and sundry other beneScial topics. IV. Activities funded by this grant -How will CDBG funds be used for the funded program? Narratively describe the budget for the funded program illustrated in Exhibit B and B-1. $10,000 of CDBG monies will be used to partially fund the salary for our Program Manager. Our Program Manager is the only full time, from line position in KidSingers' staff. 100% or her time is spent in managing all aspects of the KidSingers' program including reheazsal, performances, Adopt-A-KidSinger sponsorship program, parent and volunteer training ,scholarship program, all data base entry and record keeping. $3,000 of CDBG monies will be used to partially fund KidSingers' Contract Instructors. Instructors are also front line individuals who teach our youth proper singing technique, how to sing in harmony, how to use performance techniques that really engage an audience and music theory. Exhibit A Page 1 of 2 Schedule of Performance Estimate the number of only unduplicated Santa Ana residents to be served by the funded program during the 12-month contract period per quarter. (How many new Santa Ana clients will be served each quarter.) Quarter 1: Julyl -September 30 124Persons Quarter 2: Octoberl -December 31 OPersons Quarter 3: January 1 -March 31 OPersons Quarter 4: April 1 -June 30 OPersons 124Tota1 number of unduplicated Santa Ana residents to be served. (Must equal the number for II above.) Schedule of Invoicing Estimate the amount of grant funds to be requested during the 12-month contract period on a quarterly basis. Quarter 1: Julyl -September 30 $5 000 Quarter 2: Octoberl -December 31 $5 Quarter 3: January 1 -March 31 $3 Quarter 4: April 1 -June 30 $ $13,OOOTota1 Grant (Must equal the Total Program Budget indicated on Exhibit B.) Exhibit A Page 2 of 2 CITY OF SANA ANA Community Development Block Grant Outcome Tracking IMPORTANT: The City of Santa Ana is in the process of incorporating the new HUD Performance Outcome Tracking guidelines, therefore this section is subject to change in order to be compliant with HUD regulations. If the situation should occur that the current tracking system is not sufficient to meet HUD regulations an amendment to this contract will be needed. IRStruct-Dns: From the list of activities below select the activity that best describes the purpose of the program that will be funded in Sscal year 06-07 by these grant funds. Two activities have multiple outcomes, therefore if"Senior Services" or "Youth Services" is selected, please select the one outcome that best describes the purpose of the funded program. ONLY if none of the activities listed adequately describe the funded program, please select that last activity "Low- and Moderate Income Services". Fulfillment Tracking HUD Objective to be fulCdled HUD Outcome to be fulfilled ifiustrated by HUD Indicator Suitable Creating Specific Outcome Activity/Program Outcome Tracking Goal Living Decent Economic Availability/ Affordability Sus[ainabili Indicator # Environment Housing pporlunitie Accessibility (Please see page 4 of 4 for desc J tiCrime Services rack the reduction iv educe response timem spouse time and the minus crimes in the Ciry'e umber of criminal Low-and Moderate-Income ^ apprchrnded as eresult. area by at leest3 minutes suiting in the apprehrnsion f 1,500 criminals thaz may X thmwise escape, ""•5-year goal to be hicved by FY 09/10 air Housing Serviws Provide fair housing smicc 1. Provide fair housing and ongoingaulysis of owseling, education and hnpcdimenLS m fair housing. foroemrnt smicee to ,ono sanm a~a nnasennlaa. r~ X X L "•'S-Year goal m be bieved by FY 09/10 . Mnuelly a sass actions to livumtc impediments to f ' r1 Bing. ~ ~ L mcleseness Prevention Track assisted individuals 0 % of assisted individuals hOrctained their hcusingm nd households will rclain tilitias [or et leest6montbs hair housing murili4ies for ^ Her a eistance was id d t least 6 movMs aflm X V A A 1 / 1 T v e . seielance is provided. mmgrncy Sheber 'Track individuals who 50 % of ived support services individualsTouxholds that 4hat were IiNced to one or re provided with emergency ~ ~ Ol ^ oroadditicrtal euppon i / halter will trensiticnro ' V A ~r !1 erv ce and or appropriate nterim housing (i.e., I Dosing. nsitional housmg). 1 ravsitioval Housing Track homeless individuals 5 % ofhomeless individuals who panicipated in anicipa[ing N transitional transitional housing program oueing program will be v ^ that were placed in laced in permanent housing. L1 L ant housing. upportive Services rack individuals who 0%o(individunla/families ivN suPWn services vwg auPWrtsmvices E at were liNredmone or ill be liNcedmone ar more are ~ditionel supPart d&tionel suppOn service X V A service and/m appropriate dint appropriate homing. housing. Exhibit A-1 Page 1 of 4 FulFdlment illustrated by Trackin ROD Ob'ective to be tut©led HOD Outcomes to be talfdled HUD Indicator Suitable Creating SpeciSc Outoome Aetiviry/Program Outcome Tracking Goal Living Deceut Eoonomic Availability/ Affordability Sustainabili Indicator # Environment Housing pporluni[ic Accessibility (Please see page 4 of 4 for desc.) mr Services 1. Track assisted srnia 1, g0 % ofassisted senior citizens mat remained itizens will remain ^ independem for et least 1 independem for at least I raae,aervic~wac a ara~amia~aro X X L vided. ovidW. . Track swum retaining . 90% Cf seniors receiving ferrdls mat was IiNed m fenals will be link d ro the ^ the services sought smites sought X ~ /~ L wner-0ecupied umber of owners assisted hyeical safely and comfort casing Rehabilitation mrehabilimte their primary ill be improvW for low sidence for the following d Moderete income c ca4gories: , ouseholds by improving ^ Extremely Low Ivwmc omen to a level that meets -Very Low Income exceeds HUD housing X X Moderete Income uelity standards. Special Needs Categories Large Pamilice rail Elderly Services Tmek nail elderly 0°o of frail elderly individuals tbat were liNcN individuals will be linkedm ^ m the smites sougbt. the services sought p !1 X isebledSmices Track disables persons Suppon independrntliving whose indepcndwtliving f 90% of disabled persons ^ was supported by City funds. ssistN by City funds. ~r A X ices for Mrntally 111 Track individuals assisted 100°0 of individuals assisted im Ciry resources tout ware im City resoureus will be ^ rovided an entry point into vided an entry point inw e regional mortal hcalm arc sye4m and IiNred to at he regional mental health are system and IiNced ro at X X least one additional mortal east one additional mrnml hrnlm supponivesmice, ealrh supponivesmice. es far Substance Track how many individuals rovide rntry inm me ddictcd im substarce addiction in egional recovery system for em provided an wiry into 5 individuals wim me regimul recovery system substance addition and link ^ end'Mred to additional em 10 additional smites. "•* X X 5-yeargoel toM chiewd by FY 09/10 oum Services 1. Track improvement in 1. For educatiorvbesed pre-test posttest scmes. ograms, improve pre-test ^ osr-rest scores by 50 % ~r A X ® .Track number of inai~iaaala e,voaea m me .Provide opportunities far xpoanre m me r e ans. ant ans. X X 2 3. Tmck childreNyoum 3. 90°o of childreNyoum ^ caking referrnle that were seeking referrals will be linked tome smites sought linked m the smites caught. X X L and Moderate- rack program participants % of program participants ome Smias et were Indeed to smices ill be IinkM to smites annghr. ngnt X X 2 Exhibit A-1 Page 2 of 4 Description of Outcome Tracking System: Please describe your organization's outcome tracking system that will enable you to fulfill the outcome selected above. At the end of each season, KidSingers does an end-of-season Internal Impact Survey. KidSingers, their teachers and parents are all polled as to how the program has impacted their KidSingers and if the program is accomplishing what it says it would do. 95% of the evaluations come back with reinforcing information which documents what their children aze accomplishing. These accomplishments include: 1) All have gained in their singing and perfomtance skills 2) They have learned music in English, French, Latin, Spanish and German 3) Their musical knowledge has improved 4) Their self-esteem, self-confidence and academics have grown 5) They've performed in a variety of performance venues 6) The've learned how to work together as a team 7) They've learned respect for other cultures 8) They've gained in their family unity 9) They've been involved in a aanstmctive after-school program which has prevented destmctive behavior In the 2004-2005 season a more exhaustive Evaluation was done by UCI Center for Statistical Consulting finding the similar results as KidSingers' surveys. Evaluating administrator, Dr. Anita Ianucci states, "The most striking finding from the KidSingers After School Program evaluation was [he significant increase in the students' self-esteem, as measured by a standazd psychological instrument, especially for participants from larger households. Additionally, most of the participants (about 85%) said that KidSingers helped them to become more confident about themselves and helped them to learn to respect people from other cultures. About two-thirds reported feeling more confident speaking in class because of KidSingers. Virtually all students reported having learned new music, perfomed music in front of a live audience, made new friends and visited new places because of KidSingers." Exhibit A-1 Page 3 of 4 Specific Outcome Indicators 2) Public service activities Number of persons assisted: • with new access to a service • with improved access to a service • where activity was used to meet a quality standard or measurably improved quality, report the number that no longer only have access to substandard service 9) Owner occupied units rehabilitated or improved Total number of units: Number occupied by elderly Number of units brought from substandard to standard condition (HQS or local code) Number qualified as Energy Star Number of units brought into compliance with lead safe housing rule (24 CFR part 35) Number of units made accessible for persons with disabilities 12) Number of homeless persons given overnight shelter 13) Number of beds created in overnight shelter or other emergency housing 14) Homelessness Prevention Number of households that received emergency financial assistance to prevent homelessness Number of households that received emergency legal assistance to prevent homelessness Exhibit A-1 Page 4 of 4 Organization Name Program Name Program Year 2006-2007 Final Budget u~ac~....en. ~xpena¢ures Expenses Funded by Expenses Funded Total Program Total Organizational Cate o Santa Ana CDBG b Other Sources Bud et Bud et Administrative Staff Salaries & Benefits $ - $ 17,300 $ 17,300 $ 17,300 Program Staff Salaries & Benefits $ 10,000 $ 129,000 $ 139,000 $ 139,000 Contractual/Professional , "" ~ ~ Services: List below ~i: ' ,., . „ . ' 1 instructor $ 3,000 $ 39,000 $ 42,000 $ 42,000 2 $ _ 3 $ _ Office Su lies $ 5,000 $ 5,000 $ 5,000 Rent $ 8,000 $ 8,000 $ 8,000 Communications $ _ Utilities $ 1,500 $ 1,500 $ 1,500 Insurance $ 5,000 $ 5,000 $ 5,000 Other.List below !; _~, : : ' '` ,i ,, ,. ~ 1 Fundraising $ 24,000 $ 24,000 $ 24,000 2 Marketing $ 32,850 $ 32,850 $ 32,850 3 Capital Exp $ 15,500 $ 15,500 $ 15.500 TOtal $ 13,000 $ 277,150 $ 290.150 $ 290150 LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED FOR 06-07 (Total Funds for Program must equal Total Program Budget above) Srn ~rce n..,.., ,..+ Santa Ana CDBG $ 13,000 Ado t-A-KidSin er Pro ram $ 52,000 Grants/Awards $ 92,000 Benefit $ 56,000 General Donations $ 77,150 Total Funds for Program $ 290,150 txhiblt 8 Page 1 of 1 2006-2007 Funded Personnel Name of Organization: Name of Program ADMINISTRATIVE STAFF Position Title Annual Salary Annual Benefits Total Compensation CDBG Funds Requested for this position % of time spent on funded ro ram Of this time percent of time serving Santa Ana % of Total Compensation Eligible $ 0% $ - 0% $ 0% $ 0% $ - 0% $ 0% $ - 0% $ - 0% $ - 0% Total Amount Re uested $ Must equal amount indicated on Exhbit B PROGRAM STAFF Position Title Annual Salary Annual Benefits Total Compensation CDBG Funds Requested for this position % of time spent on funded ro ram Of this time percent of time serving Santa Ana % of Total Compensation Eligible Pro am Mana er $ 35,000 $ 4 300 $ 39 300 $ 10 000 100% 100% 100% $ - 0% $ - 0% $ - 0% $ - 0% $ 0% $ 0% $ - 0% $ - 0% Total Amount Re uested $ 10 000 must equal amount indicated on Exhbit B CONTRACTUAL/PROFESSIONAL SERVICES Position Title Annual Contract Amount Annual Benefits Total Compensation CDBG Funds Requested for this position % of time spent on funded ro ram Of this time percent of time serving Santa Ana % of Total Compensation Eligible Instructor $ 42,000 $ 42,000 $ 3,000 95% 95% 90% $ - 0% $ - 0% $ - 0% $ - 0% $ - 0% $ - 0% $ 0% $ 0% Total Amount Re uested $ 3 000 must equat amount indicated on Exhbit B ***Please note for personnel whose time is not directly traced to serving Santa Ana and instead a percentage is used please confirm the percentage is accwate prior to requesting reimbursement. Exhibit B- I Page 1 of I Certification Regarding Lobbying Certification for Contracts. Grants Loans and Coonerative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Grantee/Contactor Paul McNeff Program uate EXHIBIT C Page 1 of 2 SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis-Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. EXHIBIT C Page 2 of 2 .lu1-19-06 09:46A Anaheim,CA 714 632 9115 ACORDBI CERTIFICATE OF LIABI LITY INSURANCE PRODUCER TH CERTIFICATE IS ISSUED As A Armstrong/Robitaille BUSflnsSv ONLY AND CONFERS NO RIOHrs U 535 N. Brand Blvd., 70th Floor HOLDER. THIS CERTIFICATE DDSs ALTER THE COVERAGE AFFORDS Glendale, CA 9121/3 818 662'4200 INSURERS AFFORDING COVERAGE INSUNED msuNFNA: Charity First KidSingers 947 E L P l INSVRER B. "REVISED" . a a ma AvenuB 3 A h i WSURFR c na o m.CA 92607 INSURCR0. INGIINLH 4: fDVFRAFCS. •.• ..... ~.u~~ NAIC # THE POUC1ES or WsuRnNCF 1 LSTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEU ABtTIE FUN THE voucv ^uaou Irvolcn I! c. No Iwr~,:;TnNlnlv.; ANY rsr gtnltl"MLNI, TERM oR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WO H NESPEOT fU WHICIi I I Its CEN I IF Icn i I_ MnY Dr rsurn l-~R MAY PERTAIN, THE NNSURANCE AFFORDED 8V THE LOLICIES uESDItIULU Hu<LAN e; a7nJCCT TO AI I TIIF TrRMR, P xC1 u..^,IDNS JJJf) foNniT i.O N:; pc :;U,:I PcN.ICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REWCEA BY PAID CLAIMS. Y EFFECTPIE POLICY EXPNATpM LTR TYPF OF WSI11fIJICE POLICY NWLBER PATE MMILIpf/Y PATE NWROfIY LIMITB V A /Y pENERAL LIABLfIY 66D4'19X472f O5 O6A~/05 O6f1f/O6 [A(lll UIGIIRkCNCC Sf DOO OOO X COMM[RCmL tiENEHAL L1AWUlr DAMA~E ID RENTED gf 00 OOO GI AIMS MARE ~ OCCUR MCU CkP lb n lu yonal,7 35 000 ... _..._- VtHSGNAL3/W'/IFJUHY St OOO BOO GENERAL AI~REGATE 31,000.ODO _ GCNi AGGREGATfi LIMIT AFM1A ms HFH. PRnDUCiS-r. C•HPIUP ACG 51 000000 roLgY rF° Loc IWT OMp En.E LIwEILIrr LUWLINlU'olNGlb LIMIT ANT Pdll C) IG :wc~dmtll ALL OWNCD AUTOS BODILY INJUkY € 5CH6UULEU AUI U5 (Pwrpwmml HIRED AUTOS flOlTllvwnler t NON uWNFD AUTOS (PwronbFMl PROPERTY DAMAGE (VOrOKtlllllt) c GARAGE LIABILITY AUTO' ONLY L'A .10pIDCNT 4 ANY AUTO UIIILH 111/,N f'A AtiU S ... AUTO UN V' AG-_ i ELCE83NMBRELLA LIABILITY LACII UGGUHNCNL'C $ OCDtq ^r.I AIMAMMF Anr1RFC.ATF 3 _.- $ 11HIIIB:IINIH T RR[NTIUN 3 3 YYORIIERB COMPENW,TION ANO ' WL'aTA fU_ GTH EMPLOYERS LIABILITY ANY PROPRIETORA'ARTMERA:XEUUPVE E.L. lAOH nl1:lULN1 $ - -- DFfN:FRRAFMRFRF%CI IIDFpT C.L. DISCASC CA CMPLCYCC F R yPP. MV:RY, ulMwr -- EYEGIKHHUVIEIUNBDEbw EL. UINCASC RL'UCY LIIA:T 4 OTHER DESCRIPnON GF DPEMTIONS ILOCATN)NS IVEINCLEEfEXCLUSN)NS ADDED BYENDORSENENTl SPECNL PROYISWNS "' ° "' ` ' Miscellaneous Coverage -Insurance Carrier - Pd.M 660419X472705 Name of Insurer: Travelers Proporty Casually Co. of America - - ~~ ---°- (See Atfachod DBSCriptions) "" ~`'I" '" Clty of Santa Ana, Attn. Frank Hernandez,CDBG Mgmt. Aitlo PO Box 1968 Santa Ana, CA 92782 ACORD Z5 (20071081 7 nr 3 Nec~R~s~~YUNCamn -_ . ~...~y ........o .... .....«a....e........-... BNOOLDANY OF TNF. ABOVE DEBCHIBED POLICIES BE CANCELLED BEFORE THE EXI'IHA IIUN DATE THEREOF.THE ISSUING INSURER PALL ENRFAVpR TD MAIL ~D DAYS WRITTEN IIDL ICE TD THE GERTIFIGATE MULUEH NAMED TU TIIC LEFT, DUT FAIL VRE TD Dn SD SHALL IMPOSE NO OBLIW TqN OR LIABILITY OF qNT RIHU b'YUN THE IHSUHLH. ITF gGENT4,)R avcol I T98F P.02 WTE IMWDU/VVYV1 NOT AMEND, EXTEND OR b BY THE POLICIES BELOW. C' ~ . IJul-19-06 09r47A Anaheim,CA 714 632 9115 P.03 DESCRIPTIONS (Continued from Page 7) I! Certificate holder is named ac additional Insured ac respects operatipns ', of the named insured. ~, z /~.__.___, ~.. 25.3 55fi3~ Jv1-19-06 09:47A Anaheim,CA 714 632 9115 P_04 POLICY NUMBER: 66D419X472105 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREfULLY- ADDITIONAL INSURED ~ DESIGNATED PERSON or ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization City of Santa Ana, Attn. Frank Hernandez,CT)AG Mgmt. Aide PU T30x 1988 Santa Ana, CA 92702 (If no entry appcears above, information required to complete this endorsement will he shown in the L)eclaretions as applicable to this endorsement.) WHU IS AN INStJRFD (Section II) is amended to includo as an insured the person or organization shown in tha Schedule, but only with respect to liability arising out of your operations or premises owned by or rented to you. Certificate holder- is named as additional insured as respec*_s operations of the named insured. { y1 F„ ._. ._at iJ 1`.. Jj v.. CG 20 26 11 65 CllentA:lOt_. KIL JGER ACORD CERTIFICATE OF LIABI LITY INSURANCE °"'E'"°"°°"Y"' ~ 11/28/20D6 PRODUCER THIS CERTO-KATE IS ISSUED AS A MATTER OF INFORMATION ArmsVonglRoWtailk Fu111014 680 Langsdort Drive 9100 - ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFlCATE DOES NOTAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICES BELOW. P.O. Box 34009 Fullerton, CA 92834.9409 WSURFJ23 AFFORDWG COVERAGE NAIC N INSURED INSURERA: Tnvelere Property Casualty Ins CO 36161 KId3ingers wsuREq e: 3947 E. La Palma Avenue WsuRER C: Anaheim, CA 92807 INSUREq IX INSURER E COVERAGES THE POIJGES Of INSURANCE LISTED BELOW HOVE BEEN ISSUED TO THE WSURED NAMED ABOVE FOR THE POLICY PER100INDICAT~D. NOTWITHSTANDING PNY REOUIREMINT, TERM OR CONDITION OF ANY CON[RACT OR OTHER DOCLM[B?T WITH RESPECT TO WHCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSLRANCE AFFORDED BY THE POLICIES DESCRIBED FEREMJ IS SUBJECT TO ALL THE TERMS, E%CLU510N5 AND CONDITIONS OF SUCH - POLIG6. AGGREGATE UMTIS SHOWN MAY HAVE BEEN REDUCED BY PAN) CLAIMS LTR TYPE OF INSURANCE PDDDY MUYlER P UMTIE A GENERALDABIfIT 880419X472106 06111/08 06/11J07 EACHOCCUMBICE s10 X00'0 X COMMERCNL GENERAL LNBaJIY °"""6E¢c~E MgEN~ 6100 000 cuaJSMADE QX ocwR uEOExPWryw»P.aoNt f6000 P6440NAL8ADV ElJIIRY fi D00 ODO GENERALAGGREGATE i1 OOO DOO GENL AGGREGATE LaNrAPPLE:B PER: PIaxN1Ci8-coLwroP AGG 31000 DDD POLICY Pte' LOC AUT DAN1mLIIwuTr CONBWED SaxuE LraT f ANY AUTO (6 iNtlanl) ALL O`MED AUTOS BODILY WIkTY f SCNEDVLEDAVIOS IPAl PlNAA) HWEDAU703 GODLY INJURY f NONOWNEOAUTOS (P»~) ~N~ f (Pa aeddRA GARAGE LIABILITY AUfOONLY-EA ACCDENT f ANY AUTO OTHER THAN EAACC f AVID ONLY: AGG S E%CESSAIMBRELLA LIABIInY EACH OCCURRENCE f OCCUR ~CW/IS MADE AGGREGATE f f D®IR:TIBLE f RETENIDN f f woRxEascga+ENSAT10N Alai R ' EMPLO TY Fi' RM WC STATLL OnL YE LIABLLJ S ANY PROPRETOR+PARTNERIEXECVTNE EL EACH ACCIDENT f O F EPMEL6ER IXCLUOEDT FnnIL ~ E.L DISEASE-EA EMPLOYE f y , y SPECW PRp/13 p l e . RN EL q" SE •POLICY LFYT f OTHER Assistaut i[y gttorne DESCRIPTION OF OPERATNxq / LOCATIONS f VENGLFAI tiXCLIlSDNS ADDED BY PJNORSEYENII NECIAL PRWISNxIS City of Santa Ana, 20 Civic Center Plaza ,Santa Ana California 92701; Its (Ses Attached Descriptions) City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (20Dt108) 1 of 3 9S3583781N7340989 iANy OF THE AEDVE DESCRBED POLICIES ~ CANCELLED DEFDRE THE DCPIRATDN FREDF, THE ISSUIMO UI9URERWILL ENDEAVOR ID YAIL .JTD_ DAYS WRRTEN ro THE CERTIFlLAT! HOIDER NAMED roTNE LEPT, BIrt FJ%LURE ro 00 SOSWLLL ND OBI.IGIITDN OR LIAINIRY OF ANY MIND VFOM TIE WSIXLER, rrs AGENTS OR vecrrT C• IMPORTANT If the certificate hokter is an ADDITIONAL INSURED, the policy(fes) must be erxiorsed. A statement on this certificate does not confer rights to the cerNicate holder u qeu of such endorsement(s). If SUBROGATION IS WANED, sub)ect to the terms and conditions of the polky, certain polkJes may requke an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not consttiute a contract between Ne issuing usurer(s), authorized representaCwe or producer, and the certificate holder, nor dose k alflrmathrely or riegatNey amend, extend or aker the coverage afforded by Ule potiries listed thereon. ncwcu -ssm R~~1 2 Of3 /5358378/M340989 DESCRIPTIONS (Continued from Page 1) officers, employees, agents,vdunteore and representatives aro additional Insured for General liaWlity arising from operations of named insured. See attached pdicy form CG DO Ot 10 01 and GN 01 88 Ot 96. AMS 25.3 (20e1roa) 3 013 #53583T8/M340989 POLICY NUMBER: X-660-419X4721 -TIL-06 COMMERCIAL GENERAL LIA81LfrY ISSUE DATE: o3-t 7-06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHARITY FIRST-AMENDMENT OF COVERAGE- WHO IS AN INSURED This endorsement modMles Insurance provided under the following: COMMERCIAL GENERAL LlABILfrY COVERAGE PART SCHEDULE i Name Of Perron Or Organizatlon (Additional Insured): Designst(on Of Premises (Pert Leased to You) as per schedule on ft le WHO IS AN INSURED (Section ll) la emended to Include as an insured: A. Your members and volurreers but ordy with reaped to thek IIabIIRy for your activities or aC- Wltiae they perform on your bettnlh B. Your trt~tees or members of cite boaro of gover- nors wh~e acting wRhin the scope of their duties as such on your behalf, and C. Person(s) or orgardzation(s), whether or rwt Shown {n the Schedule above, but oNy with respell to their liabglty arising out of. t. Theirflnanctel control over you; 2. Their requiremeMS for certain performance placed upon you, as a non-profit organiza- GN of 8e 01 88 lion, M cor>,skleration for funding or financial contributbrts you receNe from them; 3. The ownership, maintenance or use of chat part of a premLses leased to you; or 4. "Yourwork"forthatlnsured by or for you Ae respects Part C.3. above, this Insurance does not appy to: (a) Structural aheratbne, new construction or demolftkm operatbna performed by or on behalf of the person{s) or organiza- tbn(s); or (b) Any "occurrence' whk;h takes place after you cease to be a tenant in that premises. Copyright, Trevelers Indemnity Comparry. Page 1 of i COMMERCIAL GENERAL LIABILITY i COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy resVid coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you' and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the comparry providing this insurance. T e word 'insured" means any person or ova con qualifying a5 such unde~ecbon~o Is An Ins-ur~- Other wads and phrases that appear in quotetlon marks have spedal meaning. Refer to Section V - Definttbns. secTtoNl-covERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY t~ .~ .~ ~~ .~ w~ _~ _~ o~ "~ 00 o~ ~~ 1. Insuring Agreement a. We will pay those sums chat the insured be- comes legaly obligated to pay as damages because of 'bodily Injury' or "property dam- age" Ww~ich this insurance applies. We wiM have the rglM and duty to defend the insured against any "suit" seeking those damages. However, vac w01 have no dory to defend the insured against any 'suit" seeking damages for "bodiy injury" or 'property damage" la which th6 insurerrce duos not apply. We may, at our discretion, investigate any "occurrence" and settle any daim or "suit" that may result. Brit (1) The amount we wgl pay for damages is limited as described in Section III - Limits Of Insurance; and {2) Our right and duty to deferM ends when the have used up the applicable limtt of insurance in the payment of judgments or settlements under Coverages A or 8 or medical expenses under Coverege C. No other obligation or gabitlty to pay sums or perform ads or services is wvered unless expliatry provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: {1) The "bodily injury" or "property damage' L5 caused by an 'occurrence" that takes place in the "coverage territory'; {2) The "bodily injury' or "property damage' occurs during the policy period; and (7) Prior to the policy period, no insured listed under Paragraph 1. of Section II - Who is An insured and no "employee' authodzed Dy you to glue or receive no- tice of an "occurrence" or daim, knew that the "bodiy injury" or "Pr'opertY dmn- age" had occurred, in whole or in part. It such a listed Insured or authorized "em- ployee" knew, prior to the policy period, that the 'bodiy injury" or "property dam- age" occurred, then any continuation, change or resumption of such "bodily in- jury" or "property damage" during or after the policy period wig be deemed to have been known prior to the poNcy period. e. "BOdiry injury' or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oo- tarred by any insured listed under Paragraph 1. of Section 11 -Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or daim,in- cludes any continuation, change or resump- tlon of that "bodiy injury" or "property damage" after the end of the poficy period. d. "Bodily Injury" or "property damage" wiw be deemed to have been known to have oo- tuned at the earUest time when any Insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee' au[hodzed by you to give or receive ratite of an "occur- rence" Ot daim: {1) Reports all, or any part, of the "bodiy in- jury" or 'property damage" to us or any other insurer, (2) Receives a written or verbal demand ar daim Tor damages because of the "bodily injury" or "property damage"; or {3) Becomes aware by any other means that 'bodily Injury" or "property damage" has occurred or has begun to occur. CG D0 01 10 01 ®ISO PropeNes Inc., 2000 oo.n. Page 1 of 10 COMMERCIAL GENERAL LIAB{L1TY e. Damages because of "bodgy injury" indude damages dakrred by any person or orgardza- tion for care, bss of services or death resuk- ing at any time from the'body injury". 2. Exelusbns This Insurance does not apply to: a. Expected Or Intended Injury "BadRy injury" or "property damage" expeded • or intended irom the starMpoint of the in- sured. This exdusion does not appy to "txxi- kY injury resuking tram the use of reasonable force to preted persons or property. b. Cotttractual L.iabitity "Body injury" or "property damage' for which the insured Is obNpated to pay damages by reason of the assranptiort of tiaWky in a con- trail or agreement. Ttds exdusbn does not appy to Ifabllky for damages: (1) That the insured would have in the ab• sense of the contrect or agreement; or (2) Assumed in a centred or agreement that is ~ "insured rAMred', provided the "body blunt or "property damage" oc- curs subsequent to the exerxrtion of the contrail or agreement. Sdey for the pur- poses of tiail8ty assumed in an 'insured contrail", reasvnat»e etlamay fees and necessary litigation expenses lncurfed by or for a party other than an (nsrred are deemed to be damages because of "bod- ly Injury" or "property damage", provided: {a) Liabiky to such party for, or for the cost of, that partys detense has also been assumed fn the same insured centred"; and (b) Such attorney fees and lilipakon ex- penses are for defense of that party against a civi or eketnaWe dispute resolution proceedrg in which dam- ages to which this insurence applies are aNeged. c. Liquor uability "Bodiy Injury" ar "property damage" for which any insured may be held kable by reason of (1 } Causing or contributing to the irrtoxicakon of any person; (2) Tho famishing of akxrholic beverages to e person under the legal drinking ago or under the influence of alcohol; or (s) Any statute, ordinance or regWalion relat- ing to the sale, gift, distribution or use of • alcoholic beverages. This exdusion applies any if you are hr the business of manutailudng, dlsNbuiing, sell- ing, serving or famishing ak:ohoflc beverages. d. Workers' Compensation And SimHar Lays Any obligation of the insured under a workers' compensation, disability benefRS or unem- ployment compensation law or arty simNar law. e. Fxnpbyer's Li~ility "BodNy Injury" to: (1) An "employee" of the insured arising out of and in the cwurse of: (a) Employment by the insured; or (b) PeAortrring duties related to the con- dud of the insured's business; ar (2) The spouse, child, parent, brother ar sis- ter of that "employee" as a consequence of Paragraph (1) above. This exduslon applies: (1 } Whdlrer the insured may be IiaWe as an employer ar in any other capaaly; amt (2} To any oblgation to share damages wkh or repay someone else who must pay damages because of the injury. This eucdusion does not apply to Ifabd'dy as- surned by the insured under an neared con- tred". f. Pollution (1} "Bod~r injury" or "property damage" aris- ing out of the adual, afleged or threat- ened discharge, dispersal, seepage, mi- gregon, release or escape of "poAutants": (a) At or from any premises, eke or bca- tion which La or was at any time owned or occupied by, or rented or loaned to, any insured. However, itds subparagraph does not appy to: (i! "Bodily injury ~ sustained within a Iwildtrg and caused by smoke, fumes, vapor or soot from equip- mentused to heat that building; (ii) `Bodily InNrY or "property dam- age" tar which you may be held . liable, H you are a cartreilor ant the owner or lessee of such Page 2 of 18 O ISO l'ropadbs Inc., 2000 CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY prerrdses, site or location has •bodfly injury" or 'property dam- been added to your policy as an age' arises out of the intentional addtional Insured with respect to discharge, dispersal or release of your ongoing operations per- the fuels, lubricants ar other op- fomred for that additional insured erating fluids, or if such fuels, lu- at that premises, site or location bricants or other operating fluids and such premises, site or iota- are brought on or to the prem- tion is not and never was owned ices, site or location with the in- or occupied by, or rented or tent that they be Discharged, dis loaned to, any insured, other than parsed or released az part of the that additional insured; or operations berg performed by (Iii} "Bodily injury" or "property dam- such insured, contractor or sub- age"arising out of heat, smoke or contractor, fumes from a "hostile fire": pi) "Bod0y injury' or "Property dam- (b} Ai or from any premises, site or Iota- age" sustained within a building lion which is or was at any time used and caused by the release of by or for any insured or dhers for the 8~. fumes or vapors from ma- handling, storage, disposal, process terials brought into that twilding in ing ar treatment of waste; connection with operations being (c) Which are ar were at any time trams- Pertortned by you or on your be- ported, handled, stored, treated, dis- half by a tbrlttador or sutx»n- posed of, or processed as waste by ~«' or orfor. (Iii} "BOd0y Injury" or "property dam- (i} Any insured; or age" arising out of heat, smoke or fumes from a "hosgle tire' (ii} Any person or organization for whom you may be le alty re- . (e) Al or from any premises, site or bca- g spotrsible; or lion on which an insured or an cerF (d) At or from any premises, site or loco- tredors or subcontractors working di- redly or indirectly on any insured's ~ lion on wAid1 any Insured or any corr- behaN are pertorming operations if ~ traders or subcadradors working df- the Operations are to test for, monitor, ~ ractly or hdirecgy an any insured's dean up, remove, contain, treat, de- •~ .behalf are pertomrng operations if th " ` tordfy or neutralize, or in any way re- e pollutaMS are brought on or to th i spond io, or assess the effects of, e prem ses, site a location in con- "polluteMS". ,~ nedion with such operations by such insured. contractor or subcordrador. (p} Any bss, cost or expense arising out of ~ However, this subparagraph does not any: ~ apply to: {a) Request, demand, order or statutory (i) "Bodily injury" or "property dam- or regulatory requirement that any 1o- age' arising out of the escape of ~~ or others test for, monflor, fuels, lubricants or dher operat- dean up, remove, contain, treat, de- °= ing finds which are needed to foxily or neuValize, or in any way re- perform the normal elechical, hy- spond to, or assess the eRects of, " " °~, tlreulic or mechanical functions pollutants ; or ° = necessary for ttre operation of (b) Ciaim or "sud• by or on behalf of a "mobae equipmerd" or its parts, if 9ovemmeMal authority for damages such fuels, lulxicards or other because of testing for, monitoring, ,_~ opershng flubs escape from a Gearing up, removing, containing, veNde part designed to hold, store or receive them. This ex- treating, tletoxifying ar neutralizing, or in any way responding to, or assess cepl'ron does not apply if the ing the effects of, •polutants". CG 00 Ot 10 01 m ISO Properties Inc., 2000 Page 3 of 16 COMMERCIAL GENERAL UABILRY However, this paragraph does not apply !o lability for damages because of "prop- erly damage' that the Insured would have in the absence of such request demand, order or statutory or regulatory require- ment, or wch da6n or "soft" by or on Ue- haH of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury' or "property damage` arising out of the ownership, maintenance, use or en- trustmant to others of arty arcraft, "auto' or watercraR owned or operated by or renied or baned to any Insured. Use inductee operation and "loading orunloading'. This exclusion applies even if the dams against any .insured allege neglgence or other wrongdoing in the supervision. hirirp, employment, trelning or monRoring of others by that insured; N the "occurrence" which caused the "bodly injury" or 'property darn- age" imroNed the ownership, maintenance, use or erdnrstrnent to others of any aircreft. "auto" or watercraft that is owned or opereted by or rented or loaned to any insured. This exduslon does not appy ta: (1) A waterorefl while ashore on premises you own or rent; (2) A watertxaR you do not own Utat is: (a) Less than 28 Poet long; and (b) Not being used to carry persons or properly for a charge; (~} Paridng an 'auto" on, or on the ways next to, premises You own or rent, provided the "auto" is not owned by or rented or loaned to you orthe insured; {4) LiabilNy assumed under any insured con- tract" for the ownership, maintenance or use of aircraft or walenxall: or (8) "BodOy injury" or "property damage" aris- irg out of the operation of arty of the . equipment lsted m Paragaph L(2) or f.(3) of the deflnition of "motile equip- ment'. h. Mobite Equipment "Bodily injury" or "property damage" arising out ot: (t) The transportation of "motile equlpmenC by an "auto" owned or operated by or reread or loaned to any insured; or Page 4 of f8 tb ISO Pro {2} The use of "mobile equipment" in, or while in practice for, or wnle being pro- pared tor, any prearranged raring, speed, demditfon, or stunting actNAy. i. War "Bodily injury" or "property damage" due la war, whether or not dedared, or arty ad or condhion incidem to war. War Indude5 Gvl war, insurrection, rebellion or revotulion. Ttds exdusion apples only to liabilllyy assumed urtd~ a contract or agreement. 1 Danwge To Property "Property damage" to: (t) Property you own. rem, or occupy. induct- ing arty costs or expenses incurred by you, or any other person, organaation or errtily, for repair, replacement, enhance- rtreM, restoration or rnamtenance of such property for any reason, inducting preven- tion of injury to a person or damage to another•s property; (2) Promises you sal, give away or abandon, if the 'property damage" arises cut of any part of those premises; (3) Properly loaned to you: (4} Personal property In the care, custody or control of the insured; (5} That particular part of real properly on which you or any contrectors or subcon- tractors working directly or indirectly on your behalf are perfomrfng operations, N the "gopetty damage",arises out of those ~: or {e) That partcuar part of any property that must be restored, repaired or replaced trecause "your work° was Incorrecty per- formed On k. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" {other than damage by fire) to .premises, inducting the contents of such premises, rented io you for a period of 7 or fewer consecutNe days. A separate liml of insurance apples to Damage To Prerrises Rented To You as described in Section Ill - Umits Of Insurance. paragraph (2) of th(s exclusion does not apply if the premises are "your work" and were hover oxupied, rented or held for rental by you. parties Inc., 200D CO 00 01 10 Ot COMMERCIAL GENERAL LIABILITY . Paragraphs {3), (4), (5) and (e) of this exclu- sion do hat apply to Ilabhity assumed under a sidetrack agreement. Paragraph {6) of this exclusion does not apply to "property damage" included in the "prod- ucts-completed operations hazard'. k. Damage 7o Your Product "Property damage" to "your product" arising out of it or any pan of it. 1. Damage To Your Work .~ "sue .~ o= ~~ ~_ .~ -~ -'~~ ._ "Property damage" to 'your work" arLsirrg out of it or any pan of k and included in the "products-completed operations hazard". This exclusion does not apply U the damaged work or ttre work out of which the damage arises was performed an your behaU by a subcordractor. m. Damage To Impaired Properly Or Property Not Physically inured 'Property damage" to "impaired property' or properly that has not been physicagy injured, arising out of (1) A defect, defidency, inadequacy or dan- gerous condnion in "your product" or "your work"; or (2) A delay or iatlure by you or anyone aping on'your behalf to pertorm a corMract or agreementn in acwrdance with its terms. Th's exclusion does not apply to the loss of use of other property arising out of sudden end aotddenlal physical Injury to your prod- uct" or "your work' after R has been put to its intended use. n. Reeall Of Products, Work Or Impaired Properly Damages da6ned for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrewral, recall, inspection, repair, rr~ placement, adjustment, removal or disposal of (1} "Your product"; (2} "Your work"; or (3) `Impaired property": it such product, work, or property is wrthdrewn or n;ca0ed from the market or from use by any person or organization treceuse of a known or suspected defect, deficlency, fo- adequacy or dangerous condition in it. o. Personal And AdveRistng Injury "Body injury" arising out of "personal and advertising injury". Exclusions e. through n. do not apply to damage 6y fire to premises while rented to you or tempo- rarity occupied by you with pemession of the owner. A separate limit of insurance .applies to this coverage as descdhed in Section UI -Limits Of insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We wiq pay those sums that itte insured be- comes legapy obligated to pay as damages because of "personal and advertising injury to whidt this insurance applies. We will have the right and duty to defend the Insured against any 'suit" seeking those damages. However, we will tutee no duty to defend the insured against any "suit` seeking damages for "personal and advertising injury to which this insurance does not apply. We may, at our discretion, Investigate any offense and settle any claim or "suU" that may resuN. But: (1} The amount we will pay for damages is IimUed as described in Section III - Lkrets Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable IkrrII of insurance in the payment of judgrrrerrts or settlements under Coverages A or B or medical expenses under Coverage C. No other obigaifon or lialxlify to pay sums or perform ads or services is covered untess exptidtiy provided for under Supplementary Payments - Coverages A and B. b• Ties inscance applies to "personal and ad- venisirg injury caused by an offense arising out of your business but onlyn the offense was committed in the "coverage territory" dur- ingthe pdicy period. 2. EXdUaIOnS This insurance does not apply to: a. Knowing Violation Of Rights Of Another 'Personal and advertising injury" caused by or al the dired'ron of the insured with the knowledge that the ad would violate the rights of another and would inNct "personal and advertising Injury". CG 00 01 1001 ®ISO Properties Inc., 2000 page 5 of 16 069N9 COMMERCIAL GENERAL UABIUTY b. Material Pr~lished With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, 'd done by or at the drcedion of the insured wish knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertlsing injury" arlsirq out of oral or wdlterr publication of material whose fast pubpcation took place before the begin- ning of the popsy period. d. Criminal Acts "Personal arW advertising injury" arising out of a cximinat act cwnrnpied by or at the direc- tion of the insured. e. Contractuall.iagility "Personal and advertsing injury" forwhich the iruured has assumed pebilily h a contrail or agreement This exclusion does not apply to liabipty for damages that the insured would have in the absence of the conbad or agreement. f. Breaeh Of Contract "Personal and advertising injury" arising out of a breads of Cordrad, mccepl an imp9ed contrail io use anothet's advertising idea in your "advr.AisemeM". g. Oualiiy Or Performance Of Goods - Fail- ure To Conform To Staterrrents "Personal and advertising injury" arising out of the failure of goods, products or Services to coMonn with arty statement of quapty or per- formance made in your "advertlsement". h. wrong Description of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or seMces stated in your "adver- tisement". i. Intringematt Of Copyright, Patent, Trade- mark Or Trade Secret "Personal and edveAistrg injury" aris'ug out of the lnhinpement of cepyrigM, patent, trademark, trade secret or other IMelleclual property rights. However, this exclusion does not apply to in- fringement, in your "adverikemerri", of copy- rigM, trade dress or slogan. j. Insureds to Media And Internet Typs Busi- . nesaes "Personal and adverOslrg injury" commiped by an insured whose business fs: (7) Advedising, broadcasting, publisMng or telecasting; (z) Designing or determining content of web sites forothers; or (3) An Intemei search, access, content or service provider. However, this exclusion does not apply to Paragraphs t1.a, b, and e. of "persona- and advergsirrg injury" urxler the Degnltlons Sea lion. Forthe purposes of this exclusion, the pladng of frames, borders or prrks, or adverpsing, for you or others anywhere on the IMerrret, is not by itseH, considered the business of adverbs- irq, broarkasgrip, puWshing or telecasting. ' k. Electronic Chatrooms Or Bultetln Boards "Personal and advertlstrp injury" arising out of an electronic dratroom or bulletin board the insured hosts, owns, or over width the in- sured exerdses control. 1. lhrauUwcized Use Of Anotfier's Name Or Product "Personal and advertsing injury' arising out of the unauthorized use of another's name or prodrril in your e•fnap address, domain name or nr~atag, or arty other sknpar teillcs is mis- lead another's potential customers. m. Poqutlon "Personal and advertising krjury" arising out of the actual, apeged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. n. PopuBon-Related Any loss, cost or expense arlsirg out of any: (1) Request, demand or onter that any in- sured or others test for, monpor, clean up, remove, contain, treat, detoudfy or neutral- ize, Of in any way respond to, or assess the eReds of, "pollutants"; or (z) Claim or suh by or on behalf of a govem- mental authority for damages because of testing for, monitoring, cleaning up, re- moving, containing, treating. detoxiiyirg or neutraizing, Orin any way responding Page 8 of 18 O ISO Propedies Inc., 2000 CG 00 01 1D 01 • ~J • to, or assessing the effects of, 'poput- ards". COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We wlll pay medical expenses as described below for "bodily Injury' caused by an accF dent: (1) On premises you own or rent; (2) On ways next to premises you own or rent or (3) Because of your operations; provided that: (1) The accident takes place in the `coverage terriory" and during the policy period; (2) The expenses are incurred and reported to us wthin one year of the date of the accident;-and (3) The injured person submits to examina- tion, at our expense, by physiclans of our choice as often as we reasonabry require. b. We wi make these payments regardless of farrlL These payments w81 not exceed the ap~ pficade NrnN of insurance. We wiN pay rea- sonable expenses for. (1) First aid administered at the time of an accident (2j Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funerel servioes. 2 Exclusions We wiN not pay expenses for bodily injury": a. Any Insured To any insured, except `volunteer wodc- ers`. b. Hired Person To a person hired to do work for or on behaR of airy insured or a tenant of any insured. e. Injury On Normally Occupied Premises To a person injured on that part of prem- ises you own or rent that the person rlor mapy occupies. COMMERCIAL GEt~RAL LIABILITY d. Workers Compensation And Similar Laws To a person. whether or not an "em- ployee' of any insured, K benefits for the "bodiy injury" are payable or must be provided under a workers' compensation or disabiNty benefits law or a simNar law. e. Athletics Activities To a person Injured while taking part in athletics. L Products-Completed Operations Haz- ard included within the "products-completed operations hazanl". g. Coverage A Exclusions F~rduded under Coverage A h. War Due to war, whether or not declared, or any act or condkbn inrtident to war. War includes CIvN war, insurrection, rebeNbn or revolution. SUPPtFAIEMARY PAYMENTS -COVERAGES A AND B 1. We wdl pay, with respell to any claim we investi- gate or settle, or any "suR" against an Insured we defend: a. AN expenses we incur. b. Up to 3250 for cost of baY bonds required be- puse of acddents or traffic taw violations arising out of the use of any vetiide to which the Bodily Injury L.iabiity Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, twt only for bond mounts within the applicable limit of insurance. We do not have to furnish these bonds. d. AN reasonable expenses inwrred by ttie in- sured at our request to assist us in the imes• tigation or defense of the claim or 'sutt", In- cluding actual bss of comings up to S25D a day because of time off from work. e. AN costs taxed against the insured in the "suit"- f. Prejudgment interest awarded against the in• cured on that pert of the judgment we pay. If we make an offer to pay the applicable IimN of insurance, we wiN not pay any prejudgment CG 00 01 10 01 O ISO Properties Inc., 2000 ooeear Page 7 of 18 COMMERCIAL GENERAL LIABILITY interest based on that period of Tune after the offer. g. AY Interest on the full amount M any judgment that accrues after enby of the Judgment and before we have paid, offered to pay, or de- posited in wort the part of the judgment that is wRhin the applicable limit of insurance. -These payments witi not reduce the irruls of in- surance. 2. M we defend an insured agakut a "suit" and an indemnitee of the Ensured is also named as a party to the "soh', we wit defend chat IndemnRee H alt of the following conditions are met: a. The "suit" against Ote irdemnitee seeks dam- ages for which the Insured has assunmad the lability of the indemnkee In a wntred or agroemeM that IS en 9rtsured wnb'act"; b. This insurance applies to such Ilablkty as- sumed by the insured; c. The obngation to defend, or the wst of the defense of, that indemrtiee, has also been assumed by the insured in the same 'insured wntracl"; d. The allegations in the "suit" and the irlforrtta- tion we know about the "owurrarrce" are such that no wnflid appears to exW between the interests of the insured and the interests of the indemn0ee; e. The irdemnRee and the Ensured ask us to wndurl and control the defense of that <tF demnitee against such "suk" and .agree that we can assign the same wunsel to defend the Insured and the Mdemnitee; and f. The indemnitee: {1) Agrees in writing to: {a) Cooperate wfah us in the investiga- tion, settlement or defense of the "suA"; (b) Immedalely send us copies of arty demands, notices, summonses or le- gal papers received in wmedlon with the "suit": (c) Ndify any other insurer whose wv- erage is available to the krderrufitee; and {d) Cooperate with us with rasped to w- o-dinaiirg other appticel>ae insurance available to the kldemnUee; and (2) Provides us with written euttwrtzation to: (a) Obtain records and other information related to the "soft"; and (b) Conduct and wrttroi the defense of the indemnitee in such "soil". So long as the above conditions are met, attor- n~ys"fees incurred by us Gt the defense of that irdernnilee, necessary litigation expenses in- sured by us and necessary litigation expenses incrxred by the Irdernru'tee at our roquest witi be- pald es Supplementary Payments. Notwithstand- ing Ne provisions of Paragraph 2b.(2) O( Section I - Coverage A -Bodily Injury And Property Damage LiabrTay, such peyrnents will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the YmHs of insurance. Our obfgation to defend an insured's indemntee and to pay for altomeys" fees and necessary INi- gMion expenses as Supplementary Peyrtwnts ends when: a. We have used up the applcable IimR of in- surance in the payment of judgments or set- tlements; or b. The wnditions set forth above, ar the terms of the agreement described in Paragraph f. above, are no ranger met. SECTION 8-WHO IS AN INSURED 1. ff you are designated in the Declarations as: a. An individual, you end your spouse are insur- eds, but onry wkh respell to the wndud of a business o(which you are fhe sole owner. b. A partnership or Joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but ony wkh respell to the wndud of your business. c. A knifed liability wrtffrarry, you are an in- sured. Your members are also insureds, but only with respect to the wndud of your busF ness. Your managers are insureds, but ony w7h respell to their duties as your managers. d An organ-vsiion other than a partnership, joint venture or limited liabiity tympany, you are an insured. Your "execuWe officers" and dl- redors are insureds, but only with rasped to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liahidy as stockhokiers- e. A trust, You are an insured. Your trustees are . also kuwreds, but only with respect to their duties a5 trustees. Page 80(18 O ISO Properties Ina, 2000 CG t10 Ot 10 Ot COMMERCIAL GENERAL LIABILITY ~~ -~ ~~ "~ r1 Z. Each of the fdbwinp is also an insured: a. Your 'Vdunteer workers" ony whie pertomr Ing duties related to the conduct of your busi- ness, or your "employees", other than either your "executive officers" (if you are an organi- zation other than a partnership, pint venture or limited liability company) or your managers (if you are a Wnited Iiat>aily company), but only for ads within the scope of their em- ployment by you or while perfomdnp duties related to the CAnrlud of your business. How- ever, none of these "employees" er'VoluMeer workers" are insureds for. (1) "Bodily injury" or "personal and advertis- ing Injury": (a) To you, to your partners or members (if you are a partnership w Jdni ven- ture), to your members {if you are a limied Aability company), to a co- "empbyee" while in the course of his w her employment or pertormirtg du- ties related to the oondud of your business, w to your other 'Volunteer workers" while pertomting duties ra laced to the conduct of your business; (b) To the spouse, child, parent, brother w sister of that co-"employee' or 'vdurtteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is arty obiiga0on io share damages wfth w repay soma one else who must pay damages be- cause oftha injury described in Para greptu {1)(a) w (b} above; w (d) Arising out of tds or her providng or facing to provide professional heakh care services. {Z) "Property damage" to property (a) Owned, occupied orused bY, {b) Rented to, in the care, autody w control of, or over which pbysigl con- trol is being exerdsed for any pur- P~ by you, any of your "employees", 'lrolunteer workers', any partner w member (if you are a partnership or joint venture), or any member (if you are a limited liabiily com- DanY)- 6. Any person (other than your "employee' or "volunteer wwke~, w any organization while acting as your real estate manager. e. Any person or organization having proper temporary custody of your property if you die, but onry: (1) Vlfittr respell la liability arising out of the maintenance or use of that property, and (Z) Usti your legal representative has been appointed. d. Your legal representative H you die, but only with respell to duties as such. That represen- tative wii have all your rights and duties un- der this Coverage Part. 3. Wilh respell to "mobile equipment" repislered in your name under any motor vehicle registration law, any person Ls an insured while driving such equipment along a public highway with your per- mission. Arty other person or organization re- sponsible for the conduct of such person k also an insured, but ally with rasped to iaNlity arising out of the operatbn of the equipment, and only H no other insurance of any kind is avaiatNe to that person or organization for this IfabiRty. However, no person or organization is an insuretl with re• sped fe: a. "Bodily injury" to a co-"employee" of the perv son driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an in- sured under this provision. 4. Any organization you newly aoqulre or form, other than a paMarship, joird venture or funded (ability comparry, and over whidl you maintain ownerstup or majodty interest, wit quaify as a Named In- sured if there is no other similar Insurance avai- able tothat organiza0an. However. a. Coverage under this provision is afforded only unti the 90th day. after you acquire or form the organization or the end of the policy pe- riod, whichever is earlier, b. Coverage A does nd apply to 'bodily injury" or 'property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to 'personal and advertising injury' arising out of an otferrse committed before you acquired w formed the organaation. CQ 00 01 10 01 ~ ISO Properties Inc., 2000 ooeaae Page 9 of 18 COMMERCIAL GENERAL UABtUTY No person or organlza0on is an insured with respell to the conduct of arty wrreM or pest partnership, joim venture or WNted Naalay eomparry chat is rat shown as a Named Insured in the Declaretions. SECTION W -LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Dedaretions and the rules below fa the rtwst we w01 pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c.. Persems or organizations making claims or brirrging'suits". 2. The General Aggregate Limit is the most we wilt pay for the sum o>: a. Medical expenses under Coverage C; b. Damages under Coverage A, except dam- ages because of "bod0y injurer' or 'property damage' included in the "produdscompleted operations hazard`, and c. Damages under Coverage B. 9. The ProductsCOmpleted Operetlorrs Agpregata Linn is the most we will pay under Coverage A for damages because of "bodily injury` and "prop- erty damage" inducted in the "products-complded operations hazartt'. 4. Subject to 2. above, the Personal and Advertiswtg Injury Limit Is the most wa will pay under Cover- age 8 for the sum of ell damages because of a1 `personal and advertlsing Injury" sustained by arty one person or organization. S. Subject to i M 3. BbeYe, whk;hever eppUes, the Each Occurrence Limit is the most we wi0 pay fw the sum of•. a Damages under Coverage A; and b. Medlcai expenses under Coverage C because of al "badNy Inju7 and "ProPertY dam- age" arising out of arry one'oocrrrence•. 6. Subject >o S. above, the Damage To Premises Rerted To You Lkrrit fs the most we will pay un- der Coverage A for damages because of "prop' arty damage" to any one premises, while rented to you, or in the, case of damago by fire, while rented to you or tsmpOrartly occupied by you with permission of the ovmer. 7. Subject to S. above, the Medicel Expense Limit is the rtast we will pay under Coverage C for aN medical expenses bepuse of "bodiy injury' sus tamed by any one person. The Limits of Insurance of this Coverage Part apply separately to earn consecuWe annual period and to arty remaining period of less than 12 nxxrths, starting wkh the beginning of the po0cy period shown in the Dedaretions, unless the policy period Is extended after Issuance for an additional period of loss than 12 months. In that case, the addiional period will be deemed part of the last preceding period for purposes of detertnining the Limits of Insurance. SECTION IV - COMMERCULL GENERAL LIABILITY COND171ON3 1. Bankruptcy Bankruptcy or insolvertey of the insured or of the insured's estate wi0 not receve us of our odiga- tlons under this Coverage Part 2 Duties In The Event Of Occurrence, Offense, Claim Or Suit a You must see to it that vre are notified as soon as pratdiceble of an 'ocwrance" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence` or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and Ioca0on of any injury or damage aiising out of the occurrence" ar offense. b. If a claim is made or "suit" is brought against any ir-wred, you must: (1) Immediately record the spedfics of the claim or "shit" and the data received; and (2) tVOt0y us es soon as predicable. You must see to ft that wa receive written no- Oce of the claim of "suiC as soon as practic~- ble. c. You and any other ImroMed insured must: {t) trunerUately send us copies of arry de- mands, notices, summonses or legal pa- pers receives in connection with the claim or "suit"; {2) Autttorize us t0 Obtain rerwrds and other information; (3) Cooperate with u5 in the investigation or settlemem of the claim or defense against the "suit"; end (4) Assist us, upon our request, in the en- forcemem of any right against any person Page 10 of 16 A ISO Properties Inc., 2000 CG 00 01 10 01 COMMERCIAL GENERAL LIABILJIY or organization which may be liable to the insured decease of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, vduntarily make a payment, assume any obligation, or inCUr arty expense, other than for first aid, wdhout our consent. 3. Legal Acton Against Us No person or organization has a right under this Coverage Part: a. To jdn us as a party or otherwise lxing us into a "suit" asking for damages from an in- sured: or b. To sue us on this Coverage Part unless alt of hs terms have been fully complied with. A person or organzation may sue us to recover on an agreed settlement or on a final judgment against an insured; turf We will' not be Gable for damages that are nd payable under the terms of this Coverage Pad or that are in excess of the applicable iimil of insurance. An agreed settle- ment means a settlement and release of fiabilily signed by us, the insured and the dai'rttent or the Gaimant's legal representative. 4. Other inwrance It other vaUd and collecirble insurance i5 available .;~ to Ute insured for a loss we cover under Cover- , ~ ages A or B of 1hi5 Coverage Part. our obligatlons are Umfted as fdlows: ~' a. Primary Insurance '~ This insurance is primary except when. b, be- low applies. ff ttrls insurance is primary, our ~ obligations are not atfeded unless any of ttre other insurance IS also primary. Then, we will ~ share with aU that Ottrer insurance by the „_ method described in c. below. b. Excess Insurance ~ -This insurance is excess over. ~ {1) Any of the other insurance, whether pri- many, excess, corr<irgerrt or on any other basis: {a) That is Fire, Extended Coverage, - Builder's Rtsk, InstaNagan Risk or slnrilar wverage for "your work'; (b) That is Rre Insurance for premises ° rented to you or temporarily oaarpled by you wdh permission of the owner, CG 00 01 10 01 ®ISO Properties Ina., 2000 owuc (c) That is insurance purchased by you to cover your Nabllily as a tenant for 'property damage' to premtses rented to you or temporarily occupied by you with permisslon of the owner; or (d) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section 1-Coverage A -Bodily Injury And Property Dam- age UabilAy. (2) Any other primary insurance available to you covering IiabiUty for damages arising out of the premises or operations for which you have been added as art addi- tional insured by attachment of an en- dorsament. When this insurance is excess, we will have no duty under Coverages A or B to deferxl the insured against arty "suit" ii any other In• surer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be enUUed to the insured's rights against all tttose other in• SUrefS. When this insurence is excess over other in• surance, we will pay only our share of the amount of the bss, K any, that exceeds the sum ai: (1) The total amount that ~ such other in- surance would pay for the loss in the ab- sence of this insurance: and (2) The total of ail dedudide and selFirtsured amounts under a8 that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought spedfically to appy in excess of the Llrrrits of Insurance shown in the Declarations at ttds Coverage Part. c. Method Of Sharing It all of the other insurance permds conMbu- tion by equal shares, we will follow this method also. UrMer this approach each in- surer contributes equal amounts until it has paid its applicable limit of Insurance Ot none of the loss remains, whichever comes first. If any of the other insurance does not permit contdbufion by equal shares, we will contrite Page 11 of 16 COMAAt?RCWL GENERAL LIABILITY ate by Wnits. Under this method, each br- 9. When We Do Not Renew surefs share is based On the ratio of its appti- • Uwe deckle not to renew this Coverage Part, we calNe lirrra of Insurance to the total applicable wUl mail or deNver to the first Named Insured Iimds of ersurance of all insurers. mown in the Decorations written notice of the ti. Premium Audit nonrenewal not lass than 30 days before the expi- a. We wIU compute all prerNrsns for this Cover- ration date. age Part in acwrdanee with our rules and If notice is mated, proof of maUing wlll be sutf~ rates. dent proof of notice. b. Premium shown in this Coverage Part as ad- SECTION V -DEFINITIONS vance premium is a deposit premium only. At 1. "AdveNsement" means a notice that fs lxoadpst the close of each audit period we wiU Coro- q~ ptlbligh8d to the general public Or specific mer- pute the eamed premium far that period arM ket segments about your goods, products or ser- send notice to the first Named InsurW. The vices for the purpose of attraWng aafomers or due date for audk and retrospective premi- supporters. For tlfe purposes of this delinUion: ums ct the date shown as the due date on the biU. If the sum of the advance and audk pre- a. Pbtlces t11a1 ors publisfred inctude matedal miums pakl for the policy period b greater P~~ on the Irrtemat or on simUar electronic than the eamed premium, we will t~um the means of commurlktaUon; and excess to the flrst Named Insured. b. Regarding web-sites, oNy tttaf part of a web c. The fast Named Insured must keep records of site that b about your goods, products or Ber- tha inforrttation Mrs treed rot premium canprr ~~ for the purposes of aUractirg arriomers tatbn, and sand us copies al such times es or supporters is considered an adveALsement. we may request. 2. 'Auto' means a land motor vehicle, frailer or a ~~~~ semitra0er designed for travel on pubic roads, In- chrdlrtg arty attached macNnery or equipment. By accepting this polky, You agree: But auto does not inckrde "mot>;le equgsned". a. Tha statemerrrtss in the Declarations are accu- 3. 'Bodily injury" means. bodiy injury, sickness or rate and cerrtplete; disease sustained by a person. incturiirp death b. Those statements are based upon represen- resulting flan arty of these at anytime. fattens you made to us; and 4. 'Coverage terrdory means: c. We have issued this policy in rellarrce upon a. The UnRed States of America prrduding its your represerttatlons. territories and possessions), Puerto Rico and ~. SeparationOfinsureds Canada; Except with respect to the Umils of Insurance, b. Irrtemational waters or airspace, but only U and arty rigltits or duties specUlcaly assigned in the injury or damage occurs in the course of this Coverage Part to the flrst Named Insured, travel or transportation between any paces this insurance epptles: inckrded ins. above; or a As U each Named Insured were the only c. A9 other parts of the world if the Injury or Named insured; and damage arLses out at b. Separatey to each insured against whom (1) Goods or products made or sold by you in palm Is made or "su0" is brought, the territory described in a. alwve; 0. Transfer Of Rights Ot Recovery Against Oth- (2) The activities of a person whose home is era To lh in the temtory described in a above, txrt U the Insured ties rights to recover a0 or part of i5 away for a short time on your business; any payment we have made under this Coverage or Part, those rights are transferred to us. The in- (3) 'Personal and advertising injury' oKenses Bared must do nothing after loss to irrrpeir them. that take place through the Irnemet or At our request, the Insured wip txkig "suit or simiar electronic means of carrrriurica- transfer those rights to us and help us eMorce Uon them. Page 12 of 18 d ISO Properties Inc., 2000 CO 00 01 10 O7 COMAAERCIAL GENERAL LIABILITY provided the insureds responsibility to pay dam- ages is determined In a'suft" on the merits, in the territory described in a. abare or in a settlement we agree to. 6. "Empbyee" includes a "leased worker'. "Em- ployee"does not inducts a 'temporary worker". 6. "F~cecutive officer` means a person holding any of the officer positions created by your charter, con- stlution, by-laws or any other similar govemirg document. T. "Hostile fxe" means one which becomes uncon- trollable or breaks out from where it was iMerxied to be. 8. "Impaired property" means tangible property, other than 'your product' w ycur work', that cannot be used w is less useful because: a. Il incorporates `your product" or 'your work" that is known or lhougM to be defective, defl- deM, inadequate w dangerous; w b. You have failed to fulfil the temrs of a corr- trad oragreement; if such property can be restored to use by: a. The repair, replacement, adjustment or no- nxrwdl or your product' ar your work"; w b. Your fuMf6ng the terms of the contract or agreement 9. "insured contrail" means: a. A corgract for 8 lease of premises. Fbwever, that portion of the contract for a lease of premises that Fndemnifies arty person or or- gardzetton for damage by fire to premises while rented to you or temporally occupied by you with pertnisslon of the owner fs not an "insured contract': b. A sidntradk agreemenk c. Any easement w license agreement, except in connection with construction or demoiltiont operations on or withkr 50 feet of a ralroad; d- An odigation, as required by orlinance, to in- demrpfy a munictpalfty, e~xept in coroersion with work for a municipality; e. An elevator maintenance agreement; ~ f. That part of any other coMrect or agreement ..~ pertaining to your business (Inducting an in- ,~ demnfication of a municpality in comedion with work periormetl for a munkipalty) under . which you assume the tort Iabflty 01 another party to pay for "bodily injury' or "property damage' io a flan! person or organization. Tort IfatnTity means a iiablfty that would bB imposed b1r law in the absence of any can- trail or agreement. Paragraph f. does not inducts that part of any contract or agreement: (1) That indemnifies a railroad for 'bodily in- jury" or "property damage" arising out of corrsfruction or demolition operations, within 50 feet or any railroad property and affecting any reihoad bridge w trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an archReil, engineer or surveyor far injury or damage arising out of: (a) Preparky, approving, or rating to prepare w approve, maps, shop drawings. opinions, reports. surveys. field orders, change orders or drew- ings and spedfrcations; w {b) Giving directions or instructions, or facing to give them, if that is the prt- mary louse of the injury or damage; w {3) Under whidt the insured, if an architect, engineer or surveyor, assumes liabl'dy for an injury or damage arising out of the Nr sured's rendedng or failure to render pro- tensional services. including those listed in (2) above and supervisory. inspection. architectural w engineedng activities. 10. "Leased worker' meanns a person (eased to you by a labor leasing flrtn under an agreement be- tween you and the labor leasing flrtn, to perform duties related to the conduct of your business. "Leased worker' does not inducts a "temporary wonksr". 11. 'LOadig Or uNOading" means the handling of P~rtY: a. Afton it is moved from the place where ft Is aaepted for movement into or onto an air- craft, watercraft w "auto^, 6. !Mile tt Is in or on an aircreft, watercraft w 'auto"; or c. (Mule K Is being moved from an aircraft, wa- tercraft or "auto" to the place where R is finely delivered; but "loading or unloading" does not include the movement of property by means of a mechanical CG 00 01 10 01 O ISO Properties Inc., 200D aosuo Page 13 of 16 coMMERCIAt. cENERAI_ uaswTy device, other than a hand truck, that Is not at- tached to the atrcraR, watercraft w "auto". 12 'Mobile equipment means any of the following types of land veMdes, inducting any attadted madtlnery or equipment: a. Bupdozers, farm madtinery, forklifts and other vehic~s desipnted for use pdncipeMy ott pubBc roads; b. Vehides maintained for use coley on or need to premises you own w rent; c. Vehides that travel on crawler treads; d. Vehides, whether seH propelled or not, main- tained primarily to provide motx'6ty to pemta- nenty mounted: (1) Power cranes, shovels, bailers, diggers ordnMs; or (2) Road consWCtiort or resurfadnp equip• ment such as graders, scrapers w rollers; t~ Vehides riot desaibad in a., b., o. w d. above that are not selFpropeBad .and are maintained pnntar0y to provide moatiy to permanently attached equipment il the foF lowing types: (1) Air compressors. pumps and generators, iridudrnp spraying. welding, bulldrng deanirg, geophysipl exploration, gphting and weti servidmg equipmerd; w (2) Cherry pidurrs and skrtilar devices used to raise w lower workers; t. Vehides trot described in a., b., F w d. above maintained primariy fw purposes other than the traroponatlon of persons w cargo. FWvrever, self-propelled vehides with the tol- ktwkg types of prrtnanenty attached equfp• meet are not "motile equipment' Hirt wilt be cprisldered'autos': (1) Equipment designed primariyfoc (a) Snow removal; (b) Road maintenance, but not construe tion or resrafadrg; w (c) Street deaning; (2) Cherry pickers and slrrrlar devices mounted on sutomodle w thick dtassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, indudinp spraying, welding, building leaning, geophysical exploration: fighting and weti setvidng equipment. 13. 'Occurrence' means an acGdent, irlduding continuous w repeated exposure to substantiafty Uto same general hamtful cendldons. f4. 'Personal and advertising injury" means Injury, inducting consequential "txxlGy Injury", arising out of one or more of the fdbwirg offenses: a. False arrest, detention w imprisonment; b. MaYdous prosecution; c. The wrongful evfilbn from, wrongful entry Into, or invasion of the rtpht of private occu- pancy of a room, dwelling w premises Utat a person oaxrpies, committed by or on behaN of its owner, landlord or lessor, d. Oral w written publicagon, in arty manner, of material that slanders w libels a person or or- ganization wdisparages aperson's or oM1 ganizadon's goods, products w services; e. Oral w written publication, in arty manner, of material that violates a person's right of pri- vary; L Tha use of arrothet's advertising kiea in your "advertisement"; or g. Infringing upon anoUter's copyright, trade dress or slogan in your "adveAisernent". 1b. "Pollutants" mean any solid, liquid, gaseous w thermal IrrNant or twrrtantinant, indudkg smoke, vapor, soot, fumes, adds, alkalis, rherrticais and waste. Waste indudes materials to be recyded, recwWkiorted or redaimed. 16. "Products-compiled operatlons hazard": a. Iridudes ati "bodiy injury" and "property dam- age" occuninp away from premises you own w rant and arising out of your product" or your work" except: (1) Products that era sdp in your physicei possession; or (2) Work that has not yet been completed or abandoned. However. your worts' wilt be deemed completed at Ure congest of the fotwwirg Umes: (a) When all of the work called fw h your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contrail cats fw wonk at more then one job site. (cj When that pan of Ute work done at a job site has been put io its kiterrded L~ i L Page 14 of 16 O I3O Properties Inc., 2000 C6 OD 01 10 01 COMMERCIAL GENERAL LIABILITY use by any person or organ¢adon other than another contractor w sub contractor working on the same pro- jed. • • Work That may need service, makAe- nance, correction, repair or replacement, but which is otherwise complete, wiq be 19. treated as completed. b. Does not Include "bodily injtay" or "WoPeAY damage" arising out of: must submit or does submit with our consent; or b. Any other attemative dispute resolution pro- ceeding in whictt such damages are Gaimed and to which the insured submits with our consent 'temporary woAtet" means a person who is fumLshed to you fo substftule for a permanent "employee" on leave or to meet seasonal or short- term workload wnditions. {7) The transportation of property, uMess the 20. "Volunteer worker" means a person who is not injury or damage arises out of a condition your "employee", and who donates his or her in M on a vehicle rrnt owned or operated work and acts at the direction of and within the by you, and that condkion was created by scope of duties determined by you, and is not the "loading or unloading" of that vehicle paid a fee, salary or ether compensation by you by any insured; or anyone else for their work performed for you. (2) The existence of tools, uninstaDed equipment or abandoned or untued ma- terials; or (J) Products w operations for which the das- siflcation, Ifsletl in the Dederetions or in a polcy sdredule, states that ptoduds- completed operations are subject to the General Aggregate Limit 17. "Property damage" means: a. Physical injury to tangible property, including all resuRiry loss of use of that property. AA such loss Of use shall be deemed to occur at the time of the physical inJury tlrat caused it; or b. Loss of use of tangibe property that is not physicaly injured. All such loss of use shalt be deemed le ocrxrr at the time of the "occrr- rerrce"that caused it For the purposes of this insurence, electronic data is nottangible property. As used in this definition, electronic data means information, fads or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and appli- cations software, hand or floppy disks, CD•ROMS, tapes, drives, cells, data processing devices or arty other media which are used with electroni- cally controlled equipment. 18. 'Suit" means a av31 proceeding in which damages because of "txxiTy injury", "property damage" or 'personal and advertising injury" to whkh this in- surence applies are a0eged. "SuiC includes: a, An arbitration proceeding in whlctt such Barr- ages are claimed and to which the insured 21. "Your product": a. Means: (1) Any goods or products, other than real prcrpeAy, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A parson or organization whose busi- ness or assets you have acquired; and (2) Containers (attrer Ihan vehicles), materi- als, parts or equipment famished in con- nection with such goods or products. b. Includes: (1} Warranties or representations made at any time with respect.to the fdness, qual- fty, durability, performance or use of "your product"; and (2} The providing of or failure to provide warntrrgs or Instructions. c. Does not include venting machines or other property rented to or ku;ated (or the use of others but not Sold. 22. 'Your work: a. Means: (1) Work or operatioro; performed by you or on your behalf; and (2) Materials, parts or equipment famished in connection with such work oroperations. CG DO 01 10 Ot O ISO Properties Inc., 2000 ooawl Page 15 of 16 EXHIBIT B ADDITIONAL INSLIRFD ENDORSEMENT FOR COMMERCIAL GENBRAL LIABILITY POLIO Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Aria, California 92701; its officers, employees, agents, vohmteers and representatives aro named as additional insureds {"additional insureds")with regard to liability and defense ofsuits arising liotn the operations and rues performed by or om behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afliorded by this policy is primary and is not 8dditional to or contn'buting with any other instuance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of Liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a clagnant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 42701. J (Completion of the following, including countersignature, is required to effective.) Effective' Policy # _ Issued to Named Ins, Countersigned by Autho,