Loading...
HomeMy WebLinkAboutCOMMUNITY SENIORSERV, INC. - 20101,4SURANCE CAN r iLr, WORK MAY PR01"EE[ p-2010-107 UNTIL iNSURANr'- F ¢:'Ii E _1 7?0 A-= T1 CLERK Ot= JATEOCT 2 2 2010 AMENDMENT TO CDBG PUBLIC SERVICES \y MEMORANDUM OF UNDERSTANDING (City of Santa Ana/Parks, Recreation & Community Services Agency) THIS AMENDMENT TO CDBG PUBLIC SERVICES MEMORANDUM OF UNDERSTANDING ("MOU") is made as of July 1, 2010, by and between the City of Santa Ana ("City") and the Parks, Recreation and Community Services Agency ("PRCSA"). RECITALS -r S A. City and PRCSA entered into that CDBG Public Services Memorandum of Understanding (MOU) dated July 1, 2010 awarding PRCSA with CDBG funds in the amount of $56,000 to support the Senior Meals Programs (the Program) more fully described in Exhibits A and B to the MOU. V B. The parties hereto now desire to amend the MOU to increase funding and to enter into a subrecipient agreement with Community SeniorServ to manage the Program. NOW, THEREFORE, in consideration of performance by the parties of the promises, covenants and conditions herein contained, the parties hereto agree as follows: 1. Section 4 of the MOU, "Compensation" shall be increase by an additional $2,500 for a total not to exceed amount of $58,500 in CDBG Funds. 2. Exhibits A and B to the MOU shall be replaced with the Subrecipient Agreement with Community SeniorServ to manage and perform the Senior Meals Programs consisting of the Meals on Wheels Program and the Senior Lunch Program (said Agreement is attached hereto and incorporated herein as Exhibit 1). IN WITNESS WHEREOF, the parties have executed this Amendment to Memorandum of Understanding as of the date first written above. ATTEST: By: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA, a charter city By: David N. Ream City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By:/? Lisa E. Storck Assistant City Attorney CITY OF SANTA ANA Parks, Recreation & Comm. Services By: A --? - L-V Gerardo Mouet - Executive Dire for A-2010-107 5/11/10 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND COMMUNITY SENIORSERV FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement, is hereby made and entered into this 1 st day of July, 2010, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("CITY") and Community SeniorServ, a California nonprofit corporation ("SUBRECIPIENT"). Recitals: WITNESSETH A. T he C ITY, as an en titlement r ecipient an d g rantee o f t he U nited S tates D epartment o f Housing a nd U rban D evelopment ( "HUD") Community D evelopment B lock G rant ( "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 seq. ("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 r eceive C DBG f unds a nd a dminister s uch f inancial a ssistance; a nd t o pr ovide 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 A-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 awarded 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 ag reed b y an d b etween t he parties that the foregoing R ecitals ar e a substantive pa rt of t his Agreement a nd t he f ollowing t erms a nd c onditions a re a pproved a nd together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: 1 EXHIBIT 1 5/1l/l0 1. 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 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 correct 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 Quarterly Disbursement. The amount granted to SUBRECIPIENT is $ 58,500 ("CDBG FUNDS"), and such funds shall be expended by SUBRECIPIENT on or before June 30, 2011. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis on or before the 15`h of each of the following months (October, January, April and July) subject to and upon receipt and approval of a complete 5/11/10 quarterly activity report from SUBRECIPIENT, 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 perform such duties as would normally extend beyond the term, including but not limited to obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting.. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. 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 30, 2011 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, w ages, a dministrative c osts, a nd a mployee b enefits c omparable to o ther s imilarly s ituated 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 f rom s aid f unds onl y f or t he s ame pur poses f or w hick said f unds in ay be a xpended pursuant to the terms and conditions of this Agreement. E. Licensing?. SUBRECIPIENT ag rees t o o btain an d in aintain al I r equired 1 icenses, registrations, accr editation an d i nspections f rom al I ag encies g overning i is o perations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required I icenses, registrations, accr editation an d i nspections f rom al I ag encies g overning S UBRECIPIENT's operations hereunder. S uch licensing requirements include obtaining a City business license, as applicable. F. Zoning;. SUBRECIPIENT a grees t hat a ny f acility/property us ed i n f urtherance of said pr ogram s hall be s pecifically z oned a nd pe rmitted for s uch us e(s) a nd a ctivity(ies). S hould SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state o r f ederal r ules an d r egulations r elating t hereto, S UBRECIPIENT s hall i mmediately m ake good-faith efforts to gain compliance with local, state or federal rules and regulations following written n otification o f said violation(s) f rom t he C ITY o r o ther au thorized ci ting ag ency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pe riding vi olations, or t o r emedy s uch know n vi olation(s) s hall r esult in t ermination of g rant funding hereunder. S UBRECIPIENT in ust make a Il c orrections r equired to br ing t he facility/property i nto c ompliance w ith the I aw within s ixty ( 60) da ys of not ification of t he violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. 5/11/10 G. Separation of A ccounts. A Il f unds r eceived by S UBRECIPIENT f rom C ITY pursuant t o this A greement s hall be maintained in a n a ccount in a f ederally i nsured ba nking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable OMB C ircular A -110 r equirements. SUBRECIPIENT is n of r equired to ma intain separate depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be able to account f or r eceipt, o bligation a nd a xpenditure o f C DBG F UNDS pur suant to ap plicable O MB Circular A-110 requirements. H. Audit R eport Requirements. SUBRECIPIENT agrees t hat i f S UBRECIPIENT receives Five Hundred Thousand Dollars ($500,000.00) or more in federal funds, SUBRECIPIENT shall ha ve a n a nnual a udit c onducted by a c ertified p ublic acco untant i n acco rdance w ith t he standards a s s et f orth a nd pub lished b y t he U nited S tates O ffice of Management a nd B udget. SUBRECIPIENT shall provide CITY 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 r ecords a nd r eports t o a ssist C ITY i n m eeting a nd m aintaining i is r ecord ke eping responsibilities under the CDBG BEGS, 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, 5/11/10 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. (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.. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. 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 R ecords/Required L ength of R ecord K eeping. All acco unting r ecords, reports, a nd evidence pe rtaining t o a 11 c osts, a xpenses a nd t he C DBG 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 S anta A na, California, S UBRECIPIENT ag rees t o p ay al l n ecessary and r easonable a xpenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. 5 5111/10 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 t hat expenditures of t hese f unds shall be i n a ccordance w ith t he A CT a nd a 11 pe rtinent regulations issued b y a gencies of t he f ederal g overnment, i ncluding, but no t l imited t o, a 11 regulations found a t T itle 24 of t he C ode of F ederal R egulations. P rogram i ncome received b y SUBRECIPIENT s hall b e r eturned t o C ITY unl ess o therwise pr ovided f or i n t his A greement. SUBRECIPIENT ag rees t o co mply f ully w ith al l f ederal, s tate a nd local laws an d co urt o rders applicable to its operation whether or not referred to in this Agreement. M. Standine. S UBRECIPIENT s hall be i n g ood s tanding, w ithout s uspension by t he California Secretary of State, Franchise Tax Board and Internal Revenue Service. A ny change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. N. Confidentiality. W ithout prejudice t o a ny of her pr ovisions of this A greement, 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 a udit, a xaminations, monitoring a nd ve rifications of r eports submitted b y SUBRECIPIENT, costs incurred and services rendered hereunder. 0. Independent C ontractor. S UBRECIPIENT ag rees t hat t he p erformance o f 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 T erms and C onditions. SUBRECIPIENT a grees t hat i f SUBRECIPIENT vi olates a ny of t he t erms a nd c onditions of t his A greement or a ny pr for Agreement w hereby C DBG f unds w ere r eceived b y S UBRECIPIENT, o r i f S UBRECIPIENT 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 v iolation thereof. I f SUBRECIPIENT a ngaged i n f raudulent a ctivity t o ob tain a nd/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. S UBRECIPIENT a grees t o m aintain a r ecord for each i tern of n on- expendable personal property acquired under the terms of this Agreement. S aid record shall be made available to CITY upon request. The term "non-expendable personal property" shall include leased and purchased equipment. R. Prohibited U se. SUBRECIPIENT h ereby certifies an d a grees th at it w ill n of u se funds provided through this Agreement to pay for entertainment, meals or gifts. S. Lobbying. S UBRECIPIENT c ertifies th at it w ill c omply w ith f ederal la w ( 31 U.S.C. 1352) and regulations found at 24 C FR 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 pe rson f or i nfluencing or a ttempting t o i nfluence a n of ficer or e mployee of a ny a gency, 5111110 Member of C ongress, or an of ficer or a mployee of a M ember of Congress i n c onnection w ith awarding o f an y f ederal co ntract, t he m aking o f an y f ederal g rant o r l oan, en tering i nto an y cooperative ag reement a nd t he a xtension, r enewal, am endment o r in odification o f an y f ederal contract, grant, loan or cooperative agreement. S UBRECIPIENT 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 s hall s ubmit s aid signed c ertification to CITY prior t o performing a ny of i is 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 pe rson f or i nfluencing or a ttempting t o influence a n of ficer or a mployee of a ny a gency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress i n c onnection with t his F ederal c ontract, g rant, I oan, or c ooperative a greement, t he 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 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, e ither f or t hemselves or t hose with w hom they ha ve f amily or bus iness t ies, 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, 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, t he pa yroll r eports ( along w ith t he " Statement of C ompliance") and ba sic r ecords a re 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 i s o n f ile w ith the ag ency a cer tification b y t he co ntractor that the co ntractor an d i is subcontractors ha ve c omplied w ith the provisions of 2 9 C.F.R. § 5.5. A breach of t he c ontract 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. S UBRECIPIENT certifies that it has established the following drug-free workplace policy: 7 5111110 1. T he unl awful in anufacture, di stribution, dispensing, pos session or u se 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 c riminal dr ug s tatute c onviction f or a vi olation oc curring i n t he w orkplace n of later than five days after such conviction. 3. T he C ITY and t he U nited S tate D epartment of H ousing and U rban 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 s uch employee s hall be required to participate satisfactorily i n a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. W. Uniform A dministrative R equirements for N on-Governmental S ubrecipients/Non- Profits. The following requirements and standards must be complied with: OMB Circular A-122 "Cost P rinciples f or N on-Profit O rganizations" or O MB C ircular A -21 " Cost Principles f or Educational Institutions", as applicable; 24 CFR Part 84, "Grants and Agreements with Institutions of H igher E ducaiton, H ospitals, a nd O ther N on-Profit O rganizations," a s modified by 24 C FR 570.502(b); a nd, O MB C ircular A -133, " Audits of S tates, L ocal G overnments a nd N on-Profit Organizations". X. Subpart K of 24 CFR 570. SUBRECIPIENT will carry out its activities in compliance with the requirements of Subpart K of 24 CFR 570, however SUBRECIPIENT does not assume the CITY's environmental responsibilities or the responsibility for initiating the environmental review process under 24 CFR Part 52. II. CITY'S OBLIGATIONS A. Payment of Funds. Upon execution of this Agreement by SUBRECIPIENT, CITY shall pay to SUBRECIMENT from CDBG funds, when, if and to the extent received from HUD, for CITY's 2010-2011 CDBG program year amounts expended by SUBRECIPIENT in carrying out said program for fiscal year 2010-2011 pursuant to this Agreement up to a maximum aggregate payment of fifty-eight thousand five hundred Dollars ($58,500) in installments determined by CITY. Payments shall be made to SUBRECIPIENT through the submission of invoices on a quarterly basis on or before the 15`l' of the following months (October, January, April and July) in a form prescribed by CITY, detailing such expenses. 5/11/10 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. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. 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 e ach g rant a nd s ubgrant s upported a ctivities. C ITY s tall h as d etailed k nowledge o f t he g rant program r equirements a nd in onitors g rant a nd s ubgrant s upported a ctivities t o a ssure c ompliance with F ederal r equirements. Such monitoring c overs a ach pr ogram, f unction a nd a ctivity a nd 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 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. III. NONDISCREMNATION 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 t o t he c onflict o f interest r equirements s et forth in 24 C FR 576.57 a nd O MB Circulars 1-102 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 C DBG F UNDS, shall s erve a s a n of ficer of S UBRECIPIENT. F urther, a ny c onflict o r potential c onflict o f i nterest o f any o fficer o f S UBRECIPIENT shall b e fully d inclosed in writing prior to the e xecution of t his A greement a nd s aid w riting s hall be at tached an d d eemed f ully 9 5/11/10 incorporated a s a pa rt hereof. N otice s hall be s ent b y S UBRECIPIENT t o C ITY r egarding a ny 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 570.2000): A. SUBRECIPIENT s hall n of d iscriminate ag ainst an y employee or a pplicant f or employment on t he ba sis of r eligion a nd s hall not I imit a mployment or g ive pr eference i n 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 terns of this Agreement on the basis of religion and shall n of 1 imit such s ervices o r g ive p reference t o ap plicants f or s uch s ervices o n t he basis o f 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 C ITY f unds b y S UBRECIPIENT w ith a pplicable c onstitutional I imitations r especting t he 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 t he services to b e pr ovided u nder s aid pr ogram a re rendered on pr operty owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor repairs to such property which are directly related to the cost of rendering the services under said program, w here t he c ost c onstitutes i n do Ilar to rms o my a n in cidental p ortion o f th e C DBG expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPIENT a grees not t o h ire or pe rmit t he hi ring of a ny pe rson t o f ill a pos ition 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, m other-in-law, s on-in-law, d aughter-in-law, a unt, unc le, niece, nephew, s tepparent a nd stepchild. T he term " administrative c apacity" means ha ving s election, hi ring, s upervisor o r management responsibilities. 10 5/11/10 VII. NOTICES Notices to the parties s hall, un less o therwise r equested i n w riting, be s ent b y U.S. M ail, 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 SUBRECIMENT: Ms. Holly Hagler Community SeniorServ 1200 N. Knollwood Circle Anaheim, CA 92801 VIII. 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. S UBRECIPIENT must submit all subcontracts and other agreements that relate to t his A greement to C ITY. N o subcontract o r a ssignment s hall terminate o r a Iter th a legal obligations of SUBRECIPIENT pursuant to this Agreement. 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 C ITY, a nd s hall de fend, i ndemnify and s ave ha rmless C ITY, i is of ficers, a mployees, 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, di rectors, a mployees, a gents, s ubcontractors a nd s uppliers a rising out o f 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 t o un dertake s elf-insurance. P rior t o commencing pe rformance o f t his 11 5/11/10 Agreement, SUBRECIPIENT agrees to obtain and maintain employer's liability insurance with limits not I ess t han $1, 000,000 pe r a ccident. If S UBRECIPIENT h as no employees, no r workers' co mpensation coverage, i t m ust ex ecute a D eclaration av ailable from t he C ITY, an d update as is necessary. B. SUBRECIPIENT s hall u ndertake s elf-insurance, or s hall obt ain, a t its s ole c ost, 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 i nsurance s hall: ( 1) na me t he C ity of S anta A na, i is of ficers, a gents, 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 pr ovisions; a nd ( 4) give to C ITY p rompt a nd time ly n otice of c laim ma de o r s uit instituted arising out of SUBRECIPIENT's operations hereunder. SUBRECIPIENT s hall: (a) p rior to a xercising a ny r ight u nder th is A greement, 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) m aintain s uch i nsurance f or t he pe riod c overed b y t his A greement; a nd ( d) r eplace s uch 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 f unds on ha nd a t t he time of the a xpiration of this A greement a s w ell a s a ny a ccounts receivable attributable to the use of CDBG funds. [24 CFR 570.503(b)(8).] B. Any real property under SUBRECIMENT'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 us ed i n a ccordance w ith s ubparagraph A a bove, S UBRECIPIENT 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 t o t he ob ligations s et f orth he rein, t itle t o e quipment a cquired un der t he terms o f this A greement w ill vest up on a cquisition i n SUBRECIPIENT. W hen said a quipment 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: 12 5/11110 1. Items of a quipment w ith a c urrent pe r uni t fair market va lue of I ess t han $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 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 he reby agrees, upon t he de mand of C ITY, t o execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or unde r a ny doc ument, i nstrument or a greement a xecuted i n f urtherance of t he services a nd activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit c laim de ed(s) or s uch of her a nd further i nstruments, doc uments a nd agreements a s in ay be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of S UBREC IPIENT's right, t itle a nd i nterest ( if any i t in ay have) i n a nd t o C ITY, C DBG or of her federal, s tate a nd/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 a s t his A greement, together w ith a ny i nstruments, I oans, g rants or a dvances b y SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obl igations and responsibilities set forth in this paragraph "XI. REVERSION OF AS SETS," a nd i n paragraph " XII. TERMINATION" a nd 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 t ime as C ITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. X11. TERMINATION A. This Agreement may be terminated on th irty ( 30) d ays' w ritten n otice 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 A greement in ay be s uspended or t erminated b y C ITY upon f ive ( 5) da ys' 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 a ny of i is obl igations he reunder, C ITY may de clare a de fault a nd t ermination of t his 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 13 5/l 1110 stated i n s uch no tice. If t erminated f or c ause, C ITY s hall be r elieved of f urther liability o r 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 pa yments m ade f or s ervices no t s ubsequently pe rformed i n a t imely a nd s atisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The g rant of f unds un der t his A greement m ay b e t erminated f or co nvenience i n accordance with 24 CFR 85.44. E. The g rant of f unds un der t his A greement m ay be t erminated due t o t he non - performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in E xhibits A a nd B or failure t o m eet t he pe rformance s tandards a nd pr ogram g oals s et f orth therein. F. In t he ev ent this A greement is terminated as s et f orth i n s ubparagraphs X II.A. through X II.E., i nclusive, S UBRECIPIENT a grees t o i mmediately r eturn t o C ITY upon C ITV'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. X1H. LIMITATION OF FUNDS 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, reduce t he b udget o f this A greement as a w hole o r as to co sts category, m ay 1 imit t he rate o f SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both i is u ncommitted a nd i is u nspent f unds. W here H UD ha s di rected or r equested C ITY t o implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, C ITY's C ity Manager or delegate i s authorized to act for C ITY i n implementing and effecting s uch a r eduction a nd i n r evising, m odifying, or a mending t he A greement f or s uch purposes. I f s uch a r eduction i n funding oc curs, SUBRECIPIENT s hall be permitted to de -scope accordingly. W here C ITY h as r easonable g rounds to que stion S UBRECIPIENT's f iscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this A greement f or up t o s ixty ( 60) da ys upon f ive ( 5) days w ritten no tice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no a vent, however, shall any revisions made by C ITY affect expenditures and legally binding commitments made by S UBRECIPIENT before it received notice of such revision, provided that such a mounts ha ve been c ommitted i n g ood f aith a nd a re o therwise a llowable a nd t hat s uch commitments are consistent with HUD cash withdrawal guidelines. 14 5/11/l0 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 SUBRECMENT and contains all t he co venants an d ag reements b etween t he p artier w ith r espect t o s uch em ployment i n an y manner w hatsoever. E ach pa rty t o t his A greement a cknowledges t hat no r epresentations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on be half of a ny party, w hich a re not a mbodied he rein, a nd t hat no of her a greement or amendment he reto s hall be e ffective u nless a xecuted in w riting a nd s igned b y bot h C ITY a nd SUBRECIPIENT. XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. 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 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 s hall imp air any such r ight or pow er or be c onstrued to be a w aiver 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/l l/10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. ATTEST: MARIA D. HUIZAR Clerk of the Council y CITY OF SANTA ANA DAV16 N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: LISA E. STORCK Assistant City Attorney DATE: /d SUBRECIPIENT: %m ly Hagler Title: CEO Tax ID: 95-2771715 16 City of Santa Ana Scope of Work Name of Organization Community SeniorServ Name of Funded Program Meals On Wheels AND Senior Lunch Program Annual Accomplishment Goal 1. 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. 11,100 Persons II. Number of unduplicated Santa Ana residents expected to be served by the funded program during the 12-month contract period. 960 Persons Program and Funding Description III. Description of Work - In the space below, describe the program to be funded during the 12-month contract period. What specific activities will be undertaken during the contract period. Please be concise in your response. Only the viewable space will print. Santa Ana CDBG funds will be utilized to help fund the raw food costs of meals on wheels and congregate lunch meals to Santa Ana older adult participants. Participants in the Meals on Wheels program will receive 3 meals per day 5 days per week during the 2010/11 fiscal year. Additionally, clients will receive case management services and other ancillary services when needed (personal care, homemaking, chore, home safety checks, and community referrals). Each client will be assessed quarterly by their assigned case manager/case worker. Participants in the Senior Lunch program's will be provided a daily (Monday-Friday) lunch program at 3 nutrition sites in Santa Ana. Locations: Southwest Senior Center Santa Ana Senior Center Vietnamese Community Center Schedule of Performance Estimate the number of unduplicated Santa Ana residents to be served by the funded program during the 12-month contract period per quarter. (Enter number of new Santa Ana clients served each quarter. If they were served in quarter 1 do not count them again in quarter 2 Quarter 1: July 1 - September 30 700 Persons Quarter 2: October 1 - December 31 90 Persons Quarter 3: January 1 - March 31 90 Persons Quarter 4: April 1 -June 30 80 Persons 960 Total unduplicated Santa Ana Residents to be served. Schedule of Invoicing Estimate the amount of grant funds to be requested during the 12-month contract period on a quarterly basis. Quarter 1: July 1 - September 30 $ 42,340.00 Quarter 2: October 1 - December 31 $ 5,394.00 Quarter 3: January 1 - March 31 $ 5,394.00 Quarter 4: April 1 -June 30 $ 5,372.00 $ 58,500.00 Total Grant Exhibit A Page 1 of 1 City of Santa Ana Performance Outcome Tracking Activity/ Program Outcome Tracking Goal HUD Outcome Tracking HUD Goaf Meals On Track number of participants 80% of participants will Track number of persons assisted: Accessibility for the Wheels remaining independent remain independent during -with new access to a service purpose of creating Program the time services are -with improved access Suitable Living provided. Environments Track seniors receiving Accessibility for the Senior Lunch referrals to services 90% of seniors will be Track number of persons assisted: purpose of creating Program linked to services sought -with new access to a service Suitable Living -with improved access Environments Describe how you will gather the tracking information, noted above, for that activity. Information is gathered for all participants in both programs (Meals on Wheels and Congregate Meals) during the initial assessment and then once annually. This information is updated in our database tracking network (SAMS) system and is then printed in quarterly reports which assist in completing our quarterly CDBG reports. The SAMS system supports all the basic demographic information required in the reports. Exhibit A-1 Page 1 of 1 Final Budget Organization Name Community SeniorServ Program Name Meals On Wheels AND Senior Lunch Program Expenditures Category Expenses Funded by Santa Ana Administrative Staff Salaries & Benefits $ - Program Staff Salaries & Benefits $ - Contractual/Professional Services $ - Office Supplies Rent Communications Utilities Insurance Other:List below 1 Raw Food $ 758,500 2 In Kind 3 Program Supplies 4 Travel/Training 5 Vehicle/Building 6 Outreach and Other Total $ 58,500 LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) Source Amount Santa Ana $ 58,500 Total Funds for the Program $ 58,500 EXhlblt B Page 1 of 1 Funded Personnel Name of Organization: Community SeniorServ Name of Program Meals On Wheels AND Senior Lunch Program ADMINISTRATIVE STAFF Position Title (only list funded positions) Annual Salary Annual Benefits Total Compensation Funds Requested for this position Percent of time serving Santa Ana Maximum Amount of eligible Compensation NA $ - $ - $ - $ - $ - $ - $ - $ - I s - $ - Total Amount Requested $ - PROGRAM STAFF Position Title (only list funded positions) Annual Salary Annual Benefits Total Compensation Funds Requested for this position Percent of time serving Santa Ana Maximum Amount of eligible Compensation N/A Total Amount Requested $ - CONTRACTUAL/PROFESSIONAL SERVICES Type of Service (only list funded services) Annual Contract Amount Total Compensation Funds Requested for this position Percent of time serving Santa Ana Maximum Amount of eligible m n n N/A $ $ - $ - $ - $ - Total Amount Re uested $ - Exhibit B-1 Page 1 of 1 Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Grantee/Contactor Organization Name Officer F / Program Title 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 J!??Rb® CERTIFICATE OF LIABILITY INSURANCE OP ID PC DATE[MM1DDIYYYY) COMM_45 08/09/10 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Chapman ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License #0522024 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P. 0, Box 5455 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Pasadena CA 91117-0455 Phone:626-405-8031 Fax:626--405-0585_ INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Ph11ada1phl& Znaucance Company 23850 INSURER B: Zenith Insurance Company Co unit SeniorServ, Inc. INSURER C: 12 N. nollood Circle Anaheim CA 992802 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IrOrl LTR NSR TYPE OF INSURANCE POLICY NUMBER DAPO FFENT T Mi. DD Y l.l1. "T' LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 A X X COMMERCIAL GENERAL LIABILITY PHPK589427 07/01/10 07/01/11 PREbtISES Eaocauence $100,000 CLAIMS MADE I OCCUR MED EXP (Any one person) s5,000 X Professional Liab PERSONAL & AOV INJURY $1,000,000 GENERAL AGGREGATE s3,000,000 GENL AGGREGATE LIMIT APPLIES PER: - PRODUCTS -COMPOPAGG $1,000,000 POLICY SECT 1 1 LOO AU TOMOBILE LIABILITY COMBINED SINGLE LIMIT $1000000 A X ANY AUTO PHPK589427 07/01/10 07/01/11 Eaatident) denl) (Ea accident) ALL OWNED AUTOS AS T ED ??hh BODILY INJURY P r e n $ SCHEDULED AUTOS p? ' e p rso ) ( X HIRED AUTOS BODILYINJURY $ X NON-OWNED AUTOS `-- R K Per accident) _ $500 comp ded gTO rr?eY ER AlN1GE 0 1tY All t ? e e I, P8 $ $looo Coll ded t . tar AGELUIBILITY I AUTO ONLY - EA ACCIDENT $ M ANY AUTO / / OTHER THAN ^ ^EA ACC $ AUTO ONLY: AGG $ EXCESS I UMBRELLA LIABILITY EACHOCCURRENCE $ 5000000 A X OCCUR CLAIMSMADE PHUB312539 07/01/10 07/01/11 AGGREGATE $ DEDUCTIBLE $ X RETENTION $ 10000 $ WOR AND KERS COMPENSATION EMPLOYERS' LIABILITY X TORY LIMITS ER B ANY PROPRIETOWPARTNEWEXECUTIVE-a OFFICEWMEMBEREXCLUDED? 2070773201 07/01/10 07/01/11 E.L. EACH ACCIDENT $ 1000000 - ??j (Mandatory In NH) -- E.LDISEASE - EAEMPLOYEE $1000000 11 yes, doscribo under SPECIAL PROVISIONS below G.L. DISEASE - POLICY LIMIT S 1000000 OTHER A Property PHPK589427 07/01/10 07/01/11 Blkt Cts 2349968 A Crime PHPK589427 07/01/10 07/01/11 Em 1 Dish 200000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES I EXCLUSIONS A0090 BY ENDORSEM ENT / SPECIAL PROVISIONS The City fo Santa Ana, Its Officers, Officials, Employees, Agents & Volunteers are named additional insured with respect to the operations of the named insured per the attached CG 2026 endorsement. Such insurance is primary and non-contributory per the attached endorsement. Workers Compensation coverage excluded, evidence only. 10 days notice of (Contd..) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR City of Santa Ana REPRESENTATIVES. P . O. BOX 198$ ALIT RIZED R PRESENTATIVE Santa Ana CA 92702 AGOHU 25 (2009/01) `-' ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Q • HOLDER 000E C01?lM A 5 INSUREDSNAME Community SeniorServ, Inc. OP ID PC for non-payment of premium. }E??1 GOftt4 4rJ ?? , f r INSUREDS NAME Community SeniorServ, Inc. OP ID PC Sexual Abuse (misconduct) - Philadelphia #PHPK589427 $1,000,000 occurrence $1,000,000 agregate 7/1/10-7/1/11. D&O (sexual harrassment) - Philadelphia 9PHSD534236 $3,000,000 limit 7/1/10-7/1/11 ? 'ro ?CRCK e LISA Attorn Y { C1ty Aa S?gtan IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(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 policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance 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. 25 POLICY NUMBER: PH PK689427 COMMERCIAL GENERAL LIABILITY CO 20260704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION Tills endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Poisons Or Organization(s) The Cityjo Santa Ana, Its Officers, Off iclals, Employees, Agents & Vokinteers lnfommlion requited tocom lute this Schedule if not shown above II be Avon In (het Deciaraiioils. S¢ction II - Who is. An insured is amended to in- dude as an additional insured the person(s) or or- ganizatlon(s) shown In the Schedule, but only vAth respect to liability for 'bodily Injury", "property dpm- age" or "p ersond and, advertising Injury" cowed, In whole or In part, by your acts or omissions or the ects or Omissions of time acti ig on your behalf: A. In the performance of your ongoing operations; or 8. In connection Will your praml"s owned by or rented to you. ?pgo?EV INS to -f ov"A ??SP E. S 0? tie ney Pss,?tagt COW CG 20 26.07 04 0ISO Prolortles, Inc., 2004 gaffe 1 of 1 Cl b, To sue us on this Coverage Part unless all of its terms have been fully compiled 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 Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. be- low applies. If this insurance is primary, our ob- ligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether pri- mary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (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 "prop- erty 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 I - Coverage A - Bodily Injury And Property Damage Liability. When this insurance is excess, we will have no duty under Coverages A or B to defend the in- sured against any "suit" if any other insurer 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 entitled to the insureds rights against all those other insurers. When this insurance is excess over other in- surance, 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 insur- ance 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 Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- plicable 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. 6. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b, (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an addi- tional insured by attachment of an e r,AN ? c. dorsement. n a 10 CG 00 01 12 04 ?gov?9 Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. r ?K L?sP ??toClNe`1 Pssrstart ? " f 0 ISO roperties, Inc., 2003 Pagel 1 of 16 0