HomeMy WebLinkAboutCENTENNIAL HERITAGE MUSUEM 2B
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AGREEMENT TERMINATION
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Please complete this form when the attached agreement is no longer in effect.
CITY C;, ' ;\ AHA
Return form to the Deputy Clerk of the Council (M-30). Ca1l6~l~f:9 if you ham~
questions.
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The agreement with (?~~ ~~G~ "1~A-.J.OO'f-O~1-O{3-02.
was completed on ~ L ~<:::,. ~ oS I :.t 00(" , and final payment has ~en made.
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Date: ~ I ~ () I 0 I
Revised 4-16-87
City of Santa Ana
Clerk of the Council
INStlRANCE _()N,~E"
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3-/5 ~07
(;I! :i~i):~(: ji . SECOND AMENDMENT TO AGREEMENT
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THIS AMENDMENT, made and entered into this 30th day of June, 2006, by and between the
Centennial Heritage Museum, a California non-profit corporation ("Subrecipient"), and the City of Santa
Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws
of the State of California ("City").
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A-2004-087 -013-02
RECIIALS
A. The City and Subrecipient entered into that certain "Agreement Between The City of Santa
Ana and Centennial Heritage Museum for Use of Community Development Block Grant Funds" ("CDBG
Agreement" - copy attached hereto as Attachment 1 and incorporated by reference) dated May 3, 2004, to
use $15,000.00 in CDBG funding to introduce students to the environment and recycling, as well ,as touring
a historic house and learning about what life was like 100 years ago (program further described in Exhibit
A to Attachment 1).
B. The Parties executed an Amendment to extend the term of said Agreement on June 30,
2005.
C. The parties hereto now desire to extend the time period ofthe CDBG Agreement for one
additional year.
WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter
contained and made, and subject to all ofthe terms and conditions of said CDBG Agreement as hereby
amended, the parties hereto do hereby agree as follows:
1. The "Time Period of Agreement" section of said CDBG Agreement will be extended to June
30,2007.
2. Except as hereinabove modified, all of the terms and conditions of said CDBG Agreement
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to said CDBG
Agreement the date and year first above written.
AT.TES~.
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~atricia E. Healy
Clerk of the Council
CITY OF SANTA ANA
Da~dilf;:I:/Eo
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
SUB RECIPIENT
CENTENNIAL HERITAGE MUSEUM
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By: Lisa E. Storck
Assistant City Attorney
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By:Cb/It"'e'1] J-Ien6e/
Title: Op-er~:~rh'o/1-5 f-Ion1)er
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" '~SO~'\NCE ON FILE
WORK MAY PROCEED
UNTIL iNSURANCE WIRES
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CLERK Of COUNCIL:
DATE: 10-1'-1--04
A-2004-087-13
ATmCIDENT ]
8/04
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AGREE:MENT BETWEEN THE CITY OF SANTA ANA AND
CENTENNIAL HERITAGE MUSEUM FOR USE OF
COMMUNITY DEVELOP:MENT BLOCK GRANT FUNDS
This Agreement; is hereby made and entered into this 3rd day of May, 2004, by and
between the City of Santa Ana, a charter city and municipal corporation of the State of California
("CITY") and Centennial Heritage Museum, a California nonprofit corporation
("SUBRECIPIENT").
Recitals:
WITNE.s..s.~IH
A. The CITY, as an entitlement recipient and grantee of the United States Department of
Housing and Urban Development (''IllJD'') Community Development Block GTant ("CDBG")
Program, desires to enter this Agreement with the SUBRECIPlENT for the expenditure of CDBG
funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq.
("CDBG REGS''); and
B. CTIY 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 CTIY
to receive CDBG funds and administer such financial assistance; and to provide the services
described in "Exhibit A," in accordance with the schedule of'perfoimance includoo'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. 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: -
I. SUBRECIPIENT'S OBLIGATIONS
A. Non-Profit Status - Representations 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
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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 SUB RECIPIENT'S knowledge, SUBRECIPIENT'S
execution, delivery and performance of its obligations under this Agreement will not constitute a
default or a breach lUlder any contract, agreement or order to which SUBRECIPIENT is a party
or by which itis bound.
(e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened
bankruptcy proceeding.
, (I) 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 correct in all material respects.
(h) No Pending Investigation. SUBRECIPIENT is not aware that it is the
subject of any current or tbTeatened criminal or civil action investigation by any public agency,
including wi~o';lt limitation a police agency or prosecuting authority, that would relate to affect
performance offue Agreement or provision of services hereunder.
. B. . Amount of Grant and Ouarterlv Disbursement. The amount granted to
SUBRECIPIENTis $ 15,000 ("CDBG FUNDS"), and such funds shall be expended by
SuBRECIPIENT on or before June 30, 2005. 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 reportfromSUBRECIPIENT, with the final
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 perfqrm 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
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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 30, 2005 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 puiposes for which said funds may be expended
pursuant to the terms and conditions Oft.t:il"s Agreement.
E. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses,
registrations, accreditation and inspections from all agencies governing its operations.
SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses,
registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's
operations hereunder. Such licensing requirements include obtaining a City business license, as
applicable.
F. Zoning. 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 federat 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. SUB~ClPIENT 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-110 requirements. SUBRECIPIENT is not required to maintain separate
depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be.able to
account for receipt, obligation arid expenditure of CDBG FUNDS pursuant to applicable OMB
Circular A-II 0 requirements.
H. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT
receives Thee 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
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and Budget. SUBRECIPIENT shall provide CI1Y with a copy of said audit by October 1 of the
year following the program year in which this Agreement is executed.
1. Record Keeping/Reporting. 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 documentatioI;l 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 Jilly, 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. .
(ii) Quarterly Activity Report: SUBRECIPIENT agrees to keep monthly
records of all etlmic and racial statistics of persons and families benefited by
SUBRECIPJENT in the performance of its obligations under this Agreement,
including, but not limited to, the nunlber of low and moderate income persons
and households assisted in accordance with federal income limits, the number
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offemale 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 anoei1termg arty 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/Required Length of Record Keeping. 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 ofthe 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 otheLgovemmentaI agency takes exception, shall be retained beyond the five (5)
years until complete resolution or disposition of such appeals, litigation. claims, or exceptions. fu
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 maintai:lled.
L. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds
being provided by CITY for said program are 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 ,-erdern
applicable to its operation whether or not referred to in this Agreement.
M. Standing. SUBRECIPIENT shall be in good standing, without suspension by the
California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in
the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY.
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 ffiJD or its representatives, all records requested,
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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 SUBRF:C;IPIENT
reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPlENT
agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent
in violation thereof If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify
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. EQuipment. 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. Lobbving. 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
~ person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance
with its instructions (see C-l). '.
T. Financial Interest. SUBRECIPIENT agrees that except for the use ofCDBG funds
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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 tenus of this Agreement,
or who are in a position to participate in a decision-making process or gain inside information with
regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity of
SUBRECIPIENT, either for themselves or those with whom they have family or business ties,
during their tenure or for one year thereafter. This prohibition applies to any person who is an
employee, agent, consultant, officer, or elected or appointed official of CITY, or of
any designated public agencies, or the SUBRECIPIENT.
U. Davis-Bacon Act. All laborers and mechanics employed by contractors or
subcontractors in the performance of construction work, incIudirig alterations and reparrs, ill 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 certification 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. 95.6(a)(3)].
V. Drug Free Workplace. SUBRECIPIENT certifies that it has established the following
drug-free workplace policy:
1. The unl~wful 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 SUBREClPIENT and CITY officials of
any criminal drug statute conviction for a violation occurring in the workplace not
later than five days after such conviction.
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.
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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.
ll. CITY'S OBLIGATIONS
A. Pavment of Funds, Upon ex~ution of this Agreement by SUBRECIPIENT, CITY shall
pay to SUBRECIPIENT from CDBG funds, when, ifabd'to the extentreceivedftoril HUD:'for
CITY's Fiscal Year CDBG program year amOlrnts expended by SUBRECIPIENT in carrying out
said program for fiscal year 2004-2005 pursuant to this Agreement up to a maximum aggregate
payment of MONETARY GRANT AMOUNT Dollars ($ DOLLAR AMOUNT) 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
SUBRECIPJENT 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 Rille: Pursuant to CFR 85.40(a), the CITY manages the day-to-day
operations of each grant and subgrant supported activities. CITY staffhas 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 Monitoring: CITY shall monitor the performance of the SUBRECIPJENT against goals and performance standards required herein.. Sp.bstandard
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 SUBRECIPJENT within a
reasonable period of time after being notified by the CITY, contract suspension or termination
procedures will be initiated.
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ill. 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 1-102 and A-II0, 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 SUBRECIPlENT. 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 ~ a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any
changes or modifications to its board of directors and list of officers.
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 ill
employment to persons on the basis of religion.
B. SUBRECIPIENT shall not discriminate against any person applying for the services
SUBRECIPlENT agrees to provide under the tenus 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; cOiiduct
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 SUB RECIPIENT.
D. Where the services to be provided under said program are rendered on property
owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor
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repairs to such property which are directly related to the cost of rendering the services under said
program, where the cost constitutes in dollar terms only an incidental portion of the CDBG
expenditure for rendering the services under said program.
VI. PROBIBmON 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-Iaw,fatl:ier-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.
VB. NOTICES
Notices to the parties shall, unless otherwise requested in writing, be sent by u.s. Mail,
postage prepaid, and addressed as follows:
TO CITY:
City of Santa Ana
Community Development Agency (M-25)
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702-1988
TO SUBRECIPIENT:
Centennial Heritage Museum
3101 W. Harvard St.
Santa Ana, CA 92704
VllI. ASSIGNABILITY
None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement
shall be subcontracted or assigned to any agency, consultant, or person without the prior written
consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate
to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal
obligations of SUB RECIPIENT pursuant to this Agreement.
IX. HOLD HARl\1LESS
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
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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 SUBREClPIENT, 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 insured's; (2) be primary with respect to
insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of
insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit
instituted arising out of S~RECIPIENT'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 ofCDBG funds. [24 CFR 570.503(b)(8).]
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:
11
8/04
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 subparagraph A above, SUBRECIPIENT
shall pay to CITY an amount equal to the current 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
terms 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 market value of less than
$5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CTIY.
, 2. Items of equipment with a current fair market 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, instrument or agreement executed in furtherance of the services and
activities to be peIformed hereunder, to execute, acknowledge and deliver, to CITY assignment(s),
quit claim deed(s) or such other and further instriunents, docmnents and agreements as may be
necessary, in the sole and a,!?solute 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 paragraph "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 HUn
deems necessary for the responsibilities, duties and obligations to be performed and completed to
the satisfaction of CITY and HUD.
XII. TERMINATION
A. 1bis Agreement may be terminated on thirty (30) days' written notice by either
12
8/04
party. hI 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 CTIY upon five (5) days'
written notice for Violation by SUBRECIPIENT of Federal Laws governing the use of Community
Development Block Grant Funds. hI 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 declare a default and termination 'of this
Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective
on a date stated in the notice which is to be not less than ten (10) days after certified mailing or
personal service of such notice, unless such default is cured before the effective date of termination
stated in such notice. If terminated for cause, CTIY shall be relieved of further liability or
responsibility under this Agreement, or as a result of the termination thereof, including the payment
of money, except for payment for approved expenses incurred for services satisfactorily and timely
performed prior to the mailing or service of the notice of termination, and except for reimbursement
of (1) any payments made for services not subsequently performed in a timely and satisfactory
manner, and (2) costs incurred by CTIY in obtaining substitute performance.
D. The grant of funds under this Agreement may be terminated 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 SUB RECIPIENT 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 XU.A.
through XU.E., inclusive, SUBRECIPIENT agrees to immediately return to CTIY 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. LIMITATIONOFFUNDS
The United States of America, through HOD, may in the future place programmatic or fiscal
limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly,
CTIY reserves the right to revise this Agreement In order to take account of actions affecting mID
program funding. hI the event of funding reduction, CTIY may, in its sole and absolute discretion,
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 CTIY to
implement a reduction in funding, in whole or as to a cost category, with respect to funding for this
13
8/04
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 fimding occurs, SUBRECIPIENT shall be pennitted 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
SUBRECIPIENf 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 SUBRECIPIENf 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 HOD 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 fimds by SUBRECIPIENT and contains
all the coven<!l1ts and agreements between the parties with respect to such employment in any
manner whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other agreement or
amendment hereto shall be effective unless executed in writing and signed by both CITY and
SUBRECIPIENT.
xv. LAWS GOVERNING THIS AGREEMENT
This Agreement shap be governed by and construed 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 10 each of the terms of this Agreement, and shall
indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to
CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits and Attachments referenced herein and attached hereto shall be
incorporated as if fully set forth in the body of this Agreement.
14
. .
8/04
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
ACORD..
CERTIFICATE"F LIABILITY INSURANCr'
OP ID D9 DATE (MMlDDIYYYY)
CENTE-3 07 ;~7 06
THIS CERTIFICATE IS ISSUE AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
,PRODUCER
Andreini & Company-South Coast
License 0208825
One MacArthur Place, Suite 100
South Coast Metro CA 92707
Phone: 714-327-1400 Fax:714-327-1499
INSURED
INSURERS AFFORDING COVERAGE
'!'be Rart:!Q~ ZnauraDce Ccaapauy
NAIC#
22357
Centennial Heritage Museum
Colleen Mensel
3101 W. Harvard Street
Santa Ana CA 92704 A-J(X)J.I-Of/'7-0/J-
COVERAGES
INSURER A:
INSURER B:
INSURER C:
INSURER 0:
ERE:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REClUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENTWlTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDmONS OF SUCH
POLICIES, AGGREGATE UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR ~SR[ TYPE OF INSURANCE POLICY NUMBER ~';!~ lMMIDliiVVI DATE MMltiDiYVi' UWTS
~NERAL UABIUTY EACH OCCURRENCE 51,000,000
A X ~ COMMERCIAL GENERAL UABILllY 57SBAAV8856 03/15/06 03/15/07 ~~~~S lea DCQJrencel 5300,000
- ~ CLAIMS MADE [!] OCCUR MED EXP (Anyone perscn) 510,000
PERSONAL & ArN INJURY 51,000,000
GENERAL AGGREGATE 52,000,000
GEN'L AGGREGATE L1WT APPLIES PER: PRODUCTS - COMPIOP AGG 52,000,000
i h POLICY h- ~~g: n we
~OMOBILE LIABILITY COMBINED SINGLE LIMIT 51,000,000
A ANY AUTO 57SBAAV8856 03/15/06 03/15/07 (Ea accident)
I--
- ALL OWNED AUTOS BODILY INJURY
S
SCHEDULED AUTOS (Pet person)
'--
~ HIRED AUTOS BODILY INJURY
5
~ NON-DWNED AUTOS (Per accidelll)
I-- PROPERTY DAMAGE S
(Per accident)
~RAGE~IUTY AUTO ONLY - EA ACCIDENT S
ANY AUTO OTHER THAN EA ACC 5
AUTO ONLY: AGG 5
~ESSIUM8RELLA UABlUTY EACH OCCURRENCE 51,000,000
A OCCUR 0 ClAIMS MADE 57SBAAV8856 03/15/06 03/15/07 AGGREGATE 52,000,000
5
=iDEDUCTlBLE S
RETENTION S S
WORKERS COMPENSAT1ON AND ITORY L1NITS I IU~~.
EMPLOYERS' ~IUlY E.L EACH ACCIDENT S
ANY PROPRlETORIPARTM:RIEXECUTlVE
OFFICERlNEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE S
. ~es. describe under E,L. DISEASE. POLICY L1NIT 5
S ECIAL PROVISIONS below
OTHER
A Property 57SBAAV8856 03/15/06 03/15/07 BPP 1,055,000
SDecial Form BI/EE ALS
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
City of Santa Ana is named as Additional Insured but only as their interest
may appear as respects Operations of the Named Insured.
See Attached SS 00 08 04 01
*10 day notice of cancellation for non payment of premium
CERTIFICATE HOLDER
CITYSAA
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEUED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAlL 30* DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THI! LEFT, BUT FAILURE TO DO so SHALL
IMPOSE NO OBLIGATION OR UABtUTY OF ANY KIND UPON THE INSURER, rrs AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
. k1ertr1 Peterson
City of Santa Ana
Community Development
M-25
P.O. Box 1988
Santa Ana CA 92702
Agency
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ACORD 25 (2001/08)
J~~'.d:!/t!i~L._._..,.,. ,_
@ ACORD CORPORATION 1988
c, e.
J'::::;
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the polley, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s}, authorized representative or producer, and the certificate holder, nor does It
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
"ra _F~OrtI~.1-
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ACORD 25 (2001/08)
(9) Arising out of an electronic chat room
or bulletin board you host, own, or
over which you exercise control;
(10) Arising out of the unauthorized use of
another's name or product in your e-
mail address, domain name or
metatag, or any other similar tactics to
mislead another's potential customers;
(11) Arising out of the violation of a
person's right of privacy created by
any state or federal act.
However, this exclusion does not
apply to liability for damages that the
insured would have in the absence of
such state or federal act;
(12) Arising out of:
(a) An "advertisement" for others on
your web site;
(b) Placing a link to a web site of
others on your web site; or
(c) Content from a web site of others
displayed within a frame or border
on your web site, Content
includes information, code,
sounds, text, graphics or images;
(13) Arising out of a violation of any anti-
trust law; or
(14) Arising out of the fluctuation in price or
value of any stocks, bonds or other
securities,
Exclusions c. through i., k., I., m. and n. do
not apply to damage by fire, lightning or
explosion to premises rented to you, A
separate Limit of Insurance applies to this
coverage as described in Section D. -
LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE.
2. Applicable to Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer
workers" .
b. Hired Person
To a person hired to do work for or on
behalf of any insured or a tenant of any
insured,
c. Injury On Normally Occupied Premises
To a person injured on that part of
premises you own or rent that the person
normally occupies,
,
T" ,,-.~
Form SS 00 08 04 01
'1:;5 ,jll
r
BU~.. ..:SS LIABILITY COVERAGE FORM
d. Workers Compensation And Similar
laws
To a person, whether or not an "employee"
of any insured, if benefits for the "bodily
injury" are payable or must be provided
under a workers' compensation or
disability benefits law or a similar law.
e. Athletics Activities
To a person injured while taking part in
athletics.
f. Products-Completed Operations
Hazard
Included with the "products-completed
operations hazard",
g. Business Liability Exclusions
Excluded under Business Liability
Coverage,
h. War
Due to war, whether or not declared, or
any act or condition incidental to war. War
includes civil war, insurrection, rebellion or
revolution,
C. WHO IS AN INSURED
1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the
conduct of a business of which you are the
sole owner.
b. A partnership or joint venture, you are an
insured, Your members, your partners
and their spouses are also insureds, but
only with respect to the conduct of your
business.
c. A limited liability company, you are an
insured, Your members are also insureds,
but only with respect to the conduct of your
business. Your managers are insureds,
but only with respect to their duties as your
manager,
d. An organization other than a partnership or
joint venture or limited liability company,
you are an insured. Your "executive
officers" and directors are insureds, but
only with respect to their duties as your
officers or directors, Your stockholders
are also insureds, but only with respect to
their liability as stockholders.
e. A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees,
2. Each of the following is also an insured:
FORI'll
Page 9 of 20
w.o;,'
BUSINESS LIABILITY COVER,... _c FORM
a. Your "employees", other than either your
"executive officers" (if you are an
organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts within the
scope of their employment by you or while
performing duties related to the conduct of
your business, However, none of these
"employees" is an insured for:
(1) "Bodily injury" or "personal and
advertising injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), or to a co-"employee"
while that co-"employee" is either
in the course of his or her
employment or performing duties
related to the conduct of your
business;
(b) To the spouse, child, parent,
brother or sister of that co-
"employee" as a consequence of
Paragraph (1)(a) above;
(c) For which there is any obligation
to share damages with or repay
someone else who must pay
damages because of the injury
described in Paragraphs (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services,
(2) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", any partner or
member (if you are a partnership
or joint venture), or any member (if
you are a limited liability
company).
b. Any person (other than your "employee"),
or any organization while acting as your
real estate manager.
c. Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of
the maintenance or use of that
property; and
Page 10 of 20
f1J5 filL
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(2) Until your legal representative has
been appointed,
d. Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance,
e. Any "employee" of the insured while acting
in the scope of his/her duties as a retail
pharmacist, or optician or optometrist.
f. Additional Insureds by Contract,
Agreement or Permit
Any person or organization with whom you
agreed, because of a written contract or
agreement or permit, to provide insurance
such as is afforded under this Business
Liability Coverage Form, but only with
respect to your operations, "your work" or
facilities owned or used by you,
However, coverage under this provision
does not apply:
(1) Unless the written contract or
agreement has been executed or a
permit has been issued prior to the
"bodily injury", "property damage" or
"personal and advertising injury",
(2) To any person or organization
included as an insured under provision
g. (Broad Form Vendors).
(3) To any other person or organization
shown in the Declarations as an
Additional Insured,
Coverage under this provision includes
the following:
(1) When an engineer, architect or
surveyor becomes an insured under
provision 2.f., the following additional
exclusion applies:
"Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of or the
failure to render any professional
services by or for you including:
(a) The preparing, approving, or
failure to prepare or approve
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; and
(b) Supervisory, inspection,
architectural or engineering
activities.
(2) When a lessor of leased equipment
becomes an insured under provision
2.f., the following additional exclusions
apply:
Form SS 00 08 04 01
(a) To any "occurrence" which takes
place after the equipment lease
expires; or
(b) To "bodily injury" or "property
damage" arising out of the sole
negligence of the lessor,
(3) When owners or other interests
from whom land has been leased
become an insured under provision
2.f., the following additional exclusions
apply:
(a) Any "occurrence" which takes
place after you cease to lease that
land; or
(b) Structural alterations, new
construction or demolition
operations performed by or on
behalf of the owners or other
interests from whom land has been
leased,
(4) When managers or lessors of
premises become an insured under
provision 2.f., the following exclusions
apply:
(a) Any "occurrence" which takes
place after you cease to be a
tenant in that premises: or
(b) Structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessors
of the premises.
g. Additional Insured Broad Form
Vendors
Any person or organization with whom you
agreed, because of a written contract or
agreement to provide insurance, but only
with respect to "bodily injury" or "property
damage" arising out of "your products"
which are distributed or sold in the regular
course of the vendor's business, subject to
the following additional exclusions:
(1) The insurance afforded the vendor
does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.
This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
Form SS 00 08 04 01
\.;//v " /,
I(>~)C; /(L.H
BU~" .':55 LIABILITY COVERAGE FORM
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in product made intentionally by
the vendor;
(d) Repackaging, unless unpacked
solely for the purpose of
inspection, demonstration, testing,
or substitution of parts under
instructions from the
manufacturer, and then
repackaged in the original
container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation, servicing
or repair operations except such
operations performed at the
vendor's premises in connection
with the sale of the product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor,
(2) This insurance does not apply to any
insured person or organization, from
whom you have acquired such
products, or any ingredient, part or
container, entering into, accompanying
or containing such products,
(3) This provision g. does not apply to any
vendor included as an insured by an
endorsement issued by us and made
a part of this Coverage Part,
(4) This provision g. does not apply if
"bodily injury" or "property damage"
included within the "products-
completed operation hazard" is
excluded either by the provisions of
the Coverage Part or by endorsement.
h. Broad Form Named Insured
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this coverage form,
Page 11 of 20
, t ;'i
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'\
BUSINESS LIABILITY COVERJ......;.c FORM
The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.
i. Newly Formed or Acquired
Organizations
Any organization you newly acquire or
form, other than a partnership or joint
venture, and over which you maintain
ownership or majority interest, will qualify
as a Named Insured if there is no other
similar insurance available to that
organization. However:
(1) Coverage under this provision is
afforded only until the 180th day after
you acquire or form the organization or
the end of the policy period, whichever
is earlier; and
(2) Coverage under this provision does
not apply to:
(a) "Bodily injury" or "property
damage" that occurred; or
(b) "Personal and advertising injury"
arising out of an offense
committed before you acquired or
formed the organization,
j. Additional Insured - Volunteer Workers
Your "volunteer workers", but only while
performing duties related to the conduct of
your business,
(1) However, no "volunteer workers" are
insureds for:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of rendering or
the failure to render professional
services,
(b) "Bodily injury" or "personal and
advertising injury":
(i) To you, to your partners or
members (if you are a
partnership or joint venture),
to your members (if you are a
limited liability company), your
other "volunteer workers" or to
your "employees" arising out
of and in the course of their
duties for you;
Page 12 of 20
\M" /
)cts&7(11
(ii) To the spouse, child, parent,
brother or sister of your
"volunteer workers" or your
"employees" as a
consequence of paragraph (1)
(a) above; or
(c) "Property damage" to property:
(i) Owned, occupied or used by,
(ii) Rented to, in the care, custody
or control of, or over which
physical control is being
exercised for any purpose by
you, any of your other "volunteer
workers", your "employees", any
partner or member (if you are a
partnership or joint venture) or any
member (if you are a limited
liability company),
3. Additional Insured . Mobile Equipment
With respect to "mobile equipment" registered
in your name under any motor vehicle
registration law, any person is an insured while
driving such equipment along a public highway
with your permission, Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the equipment, and only if no other
insurance of any kind is available to that
person or organization for this liability,
However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co-"employee" of the
person 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 insured under this provision.
No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured in
the Declarations,
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE
1. The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits",
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Form 55 00 08 04 01
2. Aggregate Limits
The most we will pay for:
a. Injury or damages under the "products-
completed operations hazard" arising from
all "occurrences" during the policy period
is the Products-Completed Operations
Aggregate Limit shown in the Declarations,
b. All other injury or damages, including
medical expenses, arising from all
"occurrences" during the policy period is
the General Aggregate Limit shown in the
Declarations.
This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots. or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad,
This aggregate limit does not apply to
"property damage" to premises rented to
you arising out of fire, lightning or
explosion,
3. Subject to item 2. above, the most we will pay
for the sum of all damages because of all
"bodily injury", "property damage" and medical
expenses arising out of anyone "occurrence"
is the Liability and Medical Expenses Limit
shown in the Declarations.
The most we will pay for all medical expenses
because of "bodily injury" sustained by anyone
person is the Medical Expenses Limit shown in
the Declarations,
4. Subject to item 2. above, the most we will pay
for the sum of all damages because of all
"personal and advertising injury" sustained by
anyone person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations,
5. The most we will pay under Business Liability
Coverage for damages because of "property
damage" to premises rented to you, or in the
case of fire, while rented to you or temporarily
occupied by you with permission of the owner,
is the Damage To Premises Rented To You
Limit shown in the Declarations,
The Damage to Premises Rented To You Limit
applies to all damage proximately caused by
the same event, whether such damage results
from fire, lightning or explosion or any
combination of the three.
"
BU~. .':55 LIABILITY COVERAGE FORM
If more than one limit of insurance under this policy
and any endorsements attached thereto applies to
any claim or "suit", the most we will pay under this
policy and the endorsements is the single highest
limit of liability of all coverages applicable to such
claim or "suit", However, this paragraph does not
apply to the Medical Expenses limit set forth in
paragraph 3. above,
The limits of this policy apply separately to each
consecutive annual period and to any remaining
period of less than 12 months, starting with the
beginning of the policy period shown in the
Declarations, unless the policy period is extended
after issuance for an additional period of less than
12 months. In that case, the additional period will
be deemed part of the last preceding period for
purposes of determining the Limits of Insurance.
E. LIABILITY AND MEDICAL EXPENSES
GENERAL CONDITIONS
1. Bankruptcy
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under the policy,
2. Duties in The Event of Occurrence,
Offense, Claim or 5uit
a. You must see to it that we are notified
promptly of an "occurrence" 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; and
(2) The names and addresses of any
injured persons and witnesses; and
(3) The nature and location of any injury
or damage arising out of the
"occurrence" or offense.
This condition applies only when the
"occurrence" or offense is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership; or
(3) A manager if you are a limited liability
company;
(4) An "executive officer" or insurance
manager, if you are a corporation; or
(5) Any elected or appointed official, if you
are a political subdivision or public
entity.
b. If a claim is made or "suit" is brought
against any insured, you must:
(1) Immediately record the specifics of the
claim or "suit" and the date received;
and
Form 55 00 08 04 01
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Page 13 of 20
/. I. t ~ .
BUSINESS LIABILITY COVER;. .: FORM
(2) Notify us as soon as practicable,
You must see to it that we receive a
written notice of the claim or "suit" as soon
as practicable,
But this condition will not be considered
breached unless the breach occurs after
such claim or "suit" is known to anyone
listed in 2 .a. (1) through (5) above,
c. You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or
legal papers received in connection
with the claim or "suif';
(2) Authorize us to obtain records and
other information;
(3) Cooperate with us in the investigation,
settlement of the claim or defense
against the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization that may be
liable to the insured because of injury
or damage to which this insurance
may also apply.
d. No insureds will, except at their own cost,
voluntarily make a payment, assume any
obligation, or incur any expense, other
than for first aid, without our consent.
3. Financial Responsibility Laws
a. When this policy is certified as proof of
financial responsibility for the future under
the provisions of any motor vehicle
financial responsibility law, the insurance
provided by the policy for "bodily injury"
liability and "property damage" liability will
comply with the provisions of the law to the
extent of the coverage and limits of
insurance required by that law.
b. With respect to "mobile equipment" to
which this insurance applies, we will
provide any liability, uninsured motorists,
underinsured motorists, no-fault or other
coverage required by any motor vehicle
law, We will provide the required limits for
those coverages.
4. Legal Action Against Us
No person or organization has a right under
this coverage form:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this coverage form unless all
of its terms have been fully complied with.
A person or organization may sue us to
recover on an agreed settlement or on a final
judgment against an insured; but we will not be
liable for damages that are not payable under
the terms of this insurance or that are in
excess of the applicable limit of insurance, An
agreed settlement means a settlement and
release of liability signed by us, the insured
and the claimant or the claimant's legal
representative,
5. Separation of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this policy to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
a claim is made or "suit" is brought.
6. Unintentional Failure to Disclose Hazards
It is agreed that based on our reliance on your
representations as to existing hazards, if
unintentionally you should fail to disclose all
such hazards at the inception date of your
policy, we shall not deny any coverage under
this Coverage Form because of such failure.
7. Other Insurance . Primary Additional
Insured
If the written contract or agreement or permit
requires this insurance to be primary for any
person or organization with whom you agree to
include in WHO IS AN INSURED, this Other
Insurance Provision is applicable,
If other valid and collectible insurance is
available for a loss we cover under this
Business Liability Coverage Form, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary. We will not
seek contributions from other insurance
available to the person or organization with
whom you agree to include in WHO IS AN
INSURED, except when b. applies,
b. Excesslnsurance
This insurance is excess over:
(1) Any other insurance, whether primary,
excess, contingent or on any other
basis:
(a) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work";
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Page 14 of 20
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Form 55 00 08 04 01
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(b) That is Fire insurance for
premises rented to you or
temporarily occupied by you with
permission of the owner;
(c) That is insurance purchased by
you to cover your liability as a
tenant for "property damage" to
premises rented to you or
temporarily occupied by you with
permission of the owner; or
(d) If the loss arises out of the
maintenance or use of aircraft,
"autos" or watercraft to the extent
not subject to Exclusion g. of
Section A. - Coverages,
(2) Any other primary insurance available
to you covering liability for damages
arising out of the premises or
operations for which you have been
added as an additional insured by
attachment of an endorsement.
When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts under all that other
insurance.
We will share the remaining loss, if any,
with any other insurance that is not
described in this excess of the Limits of
Insurance shown in the Declarations of
this Coverage Part.
c. Method of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also, Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.
If any of the other insurance does not
permit contribution by equal shares, we
will contribute by limits, Under this
method, each insurer's share is based on
the ratio of its applicable limit of insurance
to the total applicable limits of insurance of
all insurers,
This provision provides such insurance as
is afforded under this coverage form, but
only with respect to your operations, "your
work" or facilities owned or used by you.
Form SS 00 08 04 01
BU~. ..:SS LIABILITY COVERAGE FORM
F. OPTIONAL COVERAGES
If listed or shown as applicable in the Declarations,
one or more of the following Optional Coverages
also apply, These coverages are subject to the
terms and conditions applicable to Business
Liability Coverage in this policy, except as provided
below:
1. Additional Insured - Designated Person or
Organization
WHO IS AN INSURED under Section C. is
amended to include as an insured the person
or organization shown in the Declarations, but
only with respect to liability arising out of your
operations or premises owned by or rented to
you,
2. Additional Insured - Managers or Lessors
of Premises
a. WHO IS AN INSURED under Section C. is
amended to include as an insured the
person(s) or organization(s) shown in the
Declarations; but only with respect to
liability arising out of the ownership,
maintenance or use of that part of the
premises leased to you and shown in the
Declarations and subject to the following
additional exclusions:
b. Additional Exclusions
This insurance does not apply to:
(1) Any "occurrence" which takes place
after you cease to be a tenant in that
premises; or
(2) Structural alterations, new
construction or demolition operations
performed by or for that person or
organization,
3. Additional Insured - Grantor of Franchise
WHO IS AN INSURED under Section C. is
amended to include as an insured the
person(s) or organization(s) shown in the
Declarations, but only with respect to their
liability as grantor of franchise to you,
4. Additional Insured - Lessor of Leased
Equipment
a. WHO IS AN INSURED under Section C. is
amended to include as an insured the
person(s) or organization(s) shown in the
Declarations, but only with respect to their
liability arising out of the maintenance,
operation or use by you of equipment
leased to you by such person(s) or
organization(s).
b. Additional Exclusions:
f39:~si9surance does not apply:
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Page 15 of 20
BUSINESS LIABILITY COVER#.. .= FORM
(1) To any "occurrence" which takes place
after the equipment lease expires; or
(2) To "bodily injury" or "property damage"
arising out of the sole negligence of
the lessor,
5. Additional Insured - Owners or Other
Interests From Whom Land Has Been
Leased
WHO IS AN INSURED under Section C. is
amended to include as an insured the person
or organization shown in the Declarations, but
only with respect to liability arising out of the
ownership, maintenance or use of that part of
the land leased to you and shown in the
Declarations and subject to the following
additional exclusion:
This insurance does not apply to:
a. Any "occurrence" that takes place after
you cease to lease that land; or
b. Structural alterations, new construction or
demolition operations performed by or for
the person or organization shown in the
Declarations,
6. Additional Insured . State or Political
Subdivision. Permits
a. WHO IS AN INSURED under Section C. is
amended to include as an insured the
state or political subdivision shown in the
Declarations, but only with respect to
operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
b. Additional Exclusions
This insurance does not apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of operations performed for
the state or political subdivision; or
(2) "Bodily injury" or "property damage"
included in the "product-completed
operations" hazard.
7. Additional Insured . Vendors
a. WHO IS AN INSURED under Section C. is
amended to include as an insured the
person(s) or organization(s) (referred to
below as vendor) shown in the
Declarations, but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the
vendor's business.
b. Additional Exclusions
(1) The insurance afforded the vendor
does not apply to:
Page 16 of 20
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.
This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, unless unpacked
solely for the purpose of
inspection, demonstration, testing,
or the substitution of parts under
instructions from the
manufacturer, and then
repackaged in the original
container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor's premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor,
(2) This insurance does not apply to any
insured person or organization, from
whom you have acquired such
products, or any ingredient, part or
container, entering into, accompanying
or containing such products.
(3) This Provision 7. does not apply to any
vendor included as an insured by an
endorsement issued by us and made
a part of this Coverage Form,
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Form SS 00 08 04 01
(4) This Provision 7. does not apply if "bodily
injury" or "property damage" included
within the "products-completed
operations hazard" is excluded either by
the provisions of this Coverage Form or
byendorsement.
8. Additional Insured - Controlling Interest
WHO IS AN INSURED under Section C. is
amended to include as an insured the
person(s} or organization(s} shown in the
Declarations but only with respect to their
liability arising out of:
a. Their financial control of you; or
b. Premises they own, maintain or control
while you lease or occupy these premises,
This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for that person or
organization.
9. Additional Insured - Owners, Lessees or
Contractors Scheduled Person or
Organization.
WHO IS AN INSURED under Section C. is
amended to include as insured the person or
organization shown in the Declarations, but
only with respect to liability arising out of your
ongoing operations performed for that insured,
10. Additional Insured - Co-Owner of Insured
Premises
WHO IS AN INSURED under Section C. is
amended to include as an insured the
person(s} or Organization(s} shown in the
Declarations, but only with respect to their
liability as co-owner of the premises shown in
the Declarations.
G. LIABILITY AND MEDICAL EXPENSES
DEFINITIONS
1. "Advertisement" means the widespread public
dissemination of information or images that
has the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper;
b. The Internet, but only that part of a web
site that is about goods, products or
services for the purposes of inducing the
sale of goods, products or services; or
c. Any other publication that is given
widespread public distribution.
cr,
.. ~.
BU~. ...:SS LIABILITY COVERAGE FORM
However, "advertisement" does not include:
a. The design, printed material, information
or images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer
network,
2. "Advertising idea" means any idea for an
"advertisement" .
3. "Auto" means a land motor vehicle, trailer or
semi-trailer designed for travel on public roads,
including any attached machinery or
equipment. But "auto" does not include
"mobile equipment".
4. "Bodily injury" means bodily injury, sickness or
disease sustained by a person, including
mental anguish or death resulting from any of
these at any time.
5. "Coverage territory" means:
a. The United States of America (including its
territories and possessions), Puerto Rico
and Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course
of travel or transportation between any
places included in a. above;
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by
you in the territory described in a.
above;
(2) The activities of a person whose home
is in the territory described in a. above,
but is away for a short time on your
business; or
(3) "Personal and advertising injury"
offenses that take place through the
Internet or similar electronic means of
communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and
possessions), Puerto Rico or Canada, in a suit on
the merits according to the substantive law in
such territory, or in a settlement we agree to,
6. "Employee" includes a "leased worker",
"Employee" does not include a "temporary
worker",
7. "Executive officer" means a person holding
any of the officer positions created by your
charter, constitution, by-laws or any other
similar governing document.
TO FORM
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Form SS 00 08 04 01
Page 17 of 20
CHECKLIST FOR PROCESSING AGREEMENTS AND AMENDMENTS
TO: CLERK OF THE COUNCIL OFFICE
FROM: DEPT.:
Community Development Aqency
MAIL STOP: M-25
CONTACT PERSON: Lucy Flores
EXT.: 5377
THE FOLLOWING ITEMS SHOULD BE PROVIDED IN REQUESTING PROCESSING OF AGREEMENTS FOR THE CITY:
AGREEMENT NUMBER (if amendment): A / N
AMENDMENT NUMBER (if applicable):
o 1ST
o 2ND
o 3RD
o
COUNCIL APPROVAL DATE:
April 17. 2006
AMOUNT: 0 OVER $10,000
NAME OF CONSULTANT: (1 PV\-\~V\.n~o-\
TERM OF AGREEMENT: EFFECTIVE DATE:
INSURANCE REQUIRED: 0 NO
DYES
o AUTO
o PROFESSIONAL L1ABILI
o UNDER $10,000
t\e.',,~~E.. M \JSe.. \J ""'-
TERMINATION DATE:
o
PROCESS
o
o
l3"
(INS. APPROVAL REQUIRED B1;
SIGNATURES REQUIRED:
o VENDOR
o CITY ATTORNEY
COMMENTS:
FOR CLERK OFFICE USE ONLY:
DO NOT PRO
o MISSING SIGN
o NEEDS COUNCI
o OTHER
ADDITIONAL REMARKS:
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