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COMMUNITY SENIORSERV, INC (2). - 2013
INSURANCE ON FILE A- 2013- 066 -02 WORK MAY PROCEED NTIL INSURANCE EXPIRES CLERK OF COUNCIL 6-1 s- 12 DATE: li -1-5 - -t 3 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND COMMUNITY SENIORSERV, INC. FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement, is hereby made and entered into this 1 st day of July, 2013, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("CITY") N and Community SeniorServ, Inc., a California nonprofit corporation ("SUBRECIPIENT"), WIT_NESSETH Recitals: A. The CITY, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ( "HUD ") Community Development Block Grant ("CDBG ") Program, desires to enter this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ( "CDBG BEGS "); and B. CITY has applied for and received CDBG funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, Public Law 93 -383, as amended ( "ACT "); and C. The SUBRECIPIENT is a private nonprofit agency that has been selected by the CITY to receive CDBG funds and administer such financial assistance; and to provide the services described in Exhibit A, in accordance with the schedule of performance included therein, hereinafter referred to as "said program ". SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives (24 CFR Part 570.208). D. SUBRECIPIENT agrees that it will adhere to the performance measurements and outcomes as indicated on Exhibit 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 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: 6 -18 -12 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, S'UBRECIPI'ENT 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. (1) 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 finding 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 Ouarterly Disbursement. The amount granted to SUBRECIPIENT is $ 80,000 ( "CDBG FUNDS "), and such fiords shall be expended by SUBRECIPIENT on or before June 30, 2014. The germ of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attorney. The CDBG FUNDS shall be disbursed by CI'T'Y to SUBRECIPIENT on a 6 -18 -12 quarterly basis on or before the 15th of each of the following months (October, January, April and July) subject to and upon receipt and approval of a complete quarterly activity report from S'UBRECIPIENT, 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 finding 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. SUBREC[PIENT'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, 2014 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. SC.IBRJCIPIENT shall use all income received from said finds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Agreement. SUBRECIPIENT has the ability to adjust line item amounts in the budget with the approval of the Grant Administrator, so long as the total budget amount does not increase. 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, suite or federal rules and regulations relating thereto, SUBRECHIIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the 3 6 -18 -12 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 finding 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 and expenditure of CDBG FUNDS pursuant to applicable OMB Circular A -110 requirements. H. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT receives Five Hundred Thousand Dollars ($500,000.00) or more in federal finds, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by October I of the year following the program year in which this Agreement is executed. I. Record Keening ltulortin�. 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 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. 6 -1 Sd2 (2) Reports (i) Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECIPIENT shall submit both: an original invoice and true copies of invoices, receipts, agreements, copies of any and all contracts or documentation pertaining to costs for subcontractors or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. (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 CI'T'Y. J. Access to Records. CITY and the United State Government and /or their representatives shall have access for purposes of monitoring, auditing, and examining SUBRECI 'IENT'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 RecordslRequirod 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 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 SUBRECIPtENT does not make the above - referenced documents available within the city G -18 -12 of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. L. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program 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 orders 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, SUBRECfPIENT shall submit to CITY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. O. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. P. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby CDBG 'funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and /or justify expenditure of the CDBG funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such fiords that were obtained /spent under fraudulent circumstances. Q. Equipment. S UBRECIPIENT 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. 6.18 -12 S. Lobbyine. S UBRECIPIENT 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 ftmds 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 frmds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (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, 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, including alterations and repairs, in excess of $2,000.00, financed in whole or in part with federal funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 'U.S.C. sections 276a - 276a -5. Any such construction contract shall include and comply with the required contract provisions and rules set forth in 29 C.F.R. §5.5. Further, the payroll reports (along with the "Statement of Compliance ") and basic records are required to be maintained and submitted, or made available, pursuant to 29 C.F.R. §5.5(a)(3). No payment, advance, grant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a cer fification by the contractor that the contractor and its subcontractors have complied with the provisions of 29 C.F.R. §5.5. A breach of the contract clauses in 29 C.F.R. §5.5 may be grounds for termination of the contract, and for debarment as a contractor /subcontractor, as provided in 29 C.F.R. §5.12. Labor standards interviews /investigations shall be made as necessary to assure compliance [29 C.F.R. §5.6(x)(3)]. 7 6 -18 -12 V. Drug Free Worl lace. SUBRECIPIENT certifies that it has established the following drug -free workplace policy: 1. T he unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. 2. As an employee working in conjunction with a federally funded program, the employees of SUBRECIPIENT will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of SUBRECIPIENT and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 3. T he CITY and the United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4. Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. W. Uniform Administrative RecFuirements for Non - Governmental Subrecipients/Non- Profits. The following requirements and standards must be complied with: OMB Circular A -122 "Cost Principles for Non - Profit Organizations" or OMB Circular A -21 "Cost Principles for Educational Institutions ", as applicable; 24 CFR Part 84, "Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations," as modified by 24 C FR 570.502(b); and, OMB Circular A -133, "Audits of States, Local Governments and Non -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. IL CITY'S OBLIGATIONS A. Payment of Funds. Upon execution of this Agreement by SUBRECIPIENT, CITY shall pay to SUBRECIPIENT from CDBG funds, when, if and to the extent received from HUD, for CITY's 2013 -2014 CDBG program year amounts expended by SUBRECIPIENT in carrying out said program for fiscal year 2013 -2014 pursuant to this Agreement up to a maximum aggregate 6 -18 -12 payment of Eighty Thousand Dollars ($80,000) in installments determined by CITY. Payments shall be made to SUBRECIPIENI' through the submission of invoices on a quarterly basis on or before the 15 "' of the following months (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. 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 each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with Federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed' periodically. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each applicable project. E. Performance 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. 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 discrirnination 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 OM13 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 6 -18 -12 subject CDBG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its 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 shall not discriminate against any employee or applicant for employment on t he basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY fiords by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. D. Where the services to be provided under said program are rendered on property 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, where the cost constitutes in dollar terms only an incidental portion of the CDBG expenditure for rendering the services under said program. VI. SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position fimded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother -in -law, sister -in -law, father -in- law, mother -in -law, son -in -law, daughter -in -law, aunt, uncle, niece, nephew, stepparent and stepchild. T he term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. 10 6 -I8 -P2 VII. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: 1'O CITY: City of Santa Ana Community' Development Agency (M -25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 -1988 O SUBRECIPIENT: Dustin Manhart Community SeniorServ, Inc. 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. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. N o subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPiENT pursuant to this Agreement. IX. HOLD HARNH.ESS SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney tees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT`s performance of this Agreement. N. INSURANCE A. In accordance with the provisions of Section 3300 of the Labor Code, if 11 6 -IS -12 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 SUBRECIPIENT's operations hereunder. SUBRECIPIENT shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (b) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (c) maintain such insurance Liar 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 fiords on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of CDBG funds. [24 CFR 570.503(b)(8).] B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: 1. Used, where CITY has given written approval, to meet one of the national . objectives stated in 24 CFR 570.208 until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by CITY; or 2. If not used in accordance with 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 tends of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment 12 6 -18 -12 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 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 hereby agrees, upon t he 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 performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and /or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in paragraph "X1I. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. XIL TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 24 CFR 85.43, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this 13 6 -1$ -12 Agreement by written notice to SUB'RECll'IENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. I). 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 SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII.E., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon C ITY's dernand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSE'T'S" of this Agreement. XIIL 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 the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECTPIENT's authority to commit and spend fiends, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent. funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon f ive (5) days written notice to SUBRECIPIENT of its intention to so act,, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 14 6 -18 -12 XIV. EXCLUSIVITY AND ANIENDMFNT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. B ach party to this Agreement acknowledges that no r epresentations, 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 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. 1VIISCELL ANEOUS 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 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 6 -18 -12 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 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: LISA E. STORCK Assistant City Attorney DATE: --O V12 12 16 CITY OF SANTA ANA David Cavazos City Manager SUBRECIPIENT: Name: Holly Hagler Title: Chief Executive Officer Tax ID: 95- 2771715 City of Santa Ana Scope of Work Name of Organization Communit!SeniorSery Name of Funded Program Home Delivered and Congregate Meals Program Annual Accomplishment Goal I. Total number of unduplicated clients (Santa Ana and Non -Santa Ana Residents) anticipated to be served by the funded program, named above, during the 12 -month contract period. 9,000 Persons II. Number of unduplicated Santa Ana residents expected to be served by the funded program during the 12 -month contract period. 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 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. Home Delivered Meal Program: Participants in the Home Delivered Meals program will receive 3 meals per day 5 days per week and case management services. Meals will be delivered by paid and volunteer drivers. Eligiligy and case management services will be provided by CSS Case Managers. Participants will also have access to other services at no charge including in -home services, respite services, home safety equipment, and other resources. Congregate Lunch Program: Participants in the Congregate Lunch program's will be provided a daily (Monday - Friday) hot nutritional lunch 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 -450 Persons Quarter 2: October 1 - December 31 250 Persons Quarter 3: January 1 - March 31 200 Persons Quarter 4: April 1 -June 30 200' Persons 1100 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 M80000.00 Quarter 2: October 1 - December 31 Quarter 3: January 1 - March 31 Quarter 4: April 1 -June 30 Total Grant Exhibit A Page 1 of 1 City of Santa Ana Performance Outcome Tracking Activity/ Program Outcome Tracking Goal HUD Outcome Tracking HUD Goal Home Track program participants 80% of participants will Track Number of persons assisted Accessibility for the Delivered and while they are on the program remain independent during purpose of creating Congregate through quarterly the time services are Suitable Living Lunch assessments and provided. Environments Program reassessments. Describe how you will gather the tracking information, noted above, for that activity. Information is gathered for all participants in both programs (Home Delivered and Congregate Meals) during the intial 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 Organization Name Program Name Final Budget Expenditures Category Expenses Funded by Santa Ana Expenses Funded by Other Sources CDBG Other than Santa Ana Total Program Budget Total Organizational Budget Administrative Staff Salaries & Benefits $ - $ 414,269 $ 414,269 $ 503,800.65 Program Staff Salaries & Benefits $ - $ 2,167,679 $ 2,167,679 $ 2,636,156.93 Contractual/Professional Services $ - $ 115,610 $ 115,610 $ 140,595.59 Office Supplies $ - $ 50,942 $ 50,942 $ 61,951.56 Rent $ - $ 151,536 $ 151,536 $ 184,285.90 Communications $ - $ 171,739 $ 171,739 $ 208,855.16 Utilities $ - $ 109,432 $ 109,432 $ 133,082.40 Insurance $ - $ 57,096 $ 57,096 $ 69,435.56 Other:Llstbelow 1 Raw Food $ 80,000 $ 1,322,583 $ 1,402,583 $ 1,402,583.00 2 In Kind $ - $ 676,733 $ 676,733 $ 822,988.27 3 Program Supplies $ - $ 315,534 $ 315,534 $ 383,727 4 Travel/Training $ $ 48,550 $ 48,550 $ 59,043 5 Vehicle /Building $ - $ 183,463 $ 183,463 $ 223,113 6 Outreach and Other $ - $ 28,043 $ 28,043 $ 34,104 Total $ 80,000 $ 5,813,209 $ 5,893,209 $ 7,166,847 LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) Source Amount Santa Ana $ CDBG Other than Santa Ana $ Senior Donations $ Grants and Other Support Funds $ W3,053,476 In -Kind $ Federal Funds $ USDA $ Total Funds for the Program $ 5,893,209 Exhibit B Page 1 of 1 Name of Organization: Name of Program ADMINISTRATIVE STAFF Funded Personnel Community SeniorSery Home Delivered and Congregate Meals Program 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 No Funding Allowed Under ESG $ $ Total Amount Requested $ PROGRAM STAFF Position Title Annual Annual Total I Funds Requestedl Percent of I Maximum (only list funded positions) Salary Benefits Compensation for this position timeserving Amount of Santa Ana eligible Type of Service I Annual Contract Amount Total IFunds Requestedl Percent of I Maximum (only list funded services) Compensation for this position timeserving Amount of Santa Ana eligible Exhibit B -1 Page 1 of 1 #DIV /0! #DIV /01 4DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /01 #DIV /0! #DIV /01 #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! #DIV /0! 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. Program 'Title Name of Certifying Officer Signature Date 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 acc,RVP CERTIFICATE OF LIABILITY INSURANCE MATE 601201DD /VVYV) 0612812013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement, on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Marsh Risk & Insurance Services 17901 Von Kalman Avenue,Suite 1100 1949) 399 5800 License #0437153 CONTACT NAME: PH(A ONE /C No Ezt) FA AIX No: E -MAIL ADDRESS: INSURER(SJ AFFORDING COVERAGE NAIC # Irvine, CA 92614 INSURER A: Philadelphia Indemnity Insurance Company 18058 093650 CSS- GAWX -13 -14 INSURED Community SeniorSery INSURER B: Zenith Insurance Company 13269 INSURER C 1200 N. Knollwood Circle Anaheim, CA 92801 INSURER D: INSURER E: DAMAGE TO RENTED PREMISES Ea occurrence INSURER F: MED EXP(Anyone person) $ 51009 COVERAGES CERTIFICATE NUMBER: LOS -001512616 -03 REVISION NUMBER- 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM/UD/YYYV POLICY EXP MMI 'IVYYY LIMITS A GENERAL LIABILITY PHPKI042632 0710112013 0710112014 EACH OCCURRENCE $ 1,0D0,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 21 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 MED EXP(Anyone person) $ 51009 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP ASS $ 3,000,000 X PGLICV PRO- LOD JECT Sexual Misconduct $ toao,000 A AUTOMOBILE LIABILITY PHPKI042632 0710112013. - 0710112014 COMBINED SINGLE LIMIT Baaccident 1,000,000 X BODILY INJURY (Per person) _ $ ANY AUTO DED: Comp $500 - Collision $1,000 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident) ( ) $ HIRED AUTOS NON -OWNED AUTOS _ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ _ AGGREGATE $ EXCESS LIAB C LAIMS -MADE DED I I RETENTION $ B WORKERS COMPENSATION Z070773204 07/0112013 0710112014 X wO STATU OTH- AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? � (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A Al A _ E. L. EACH ACCT DENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 I $ DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Santa Ana, Its Officers, Officials, Employees, Agents & Volunteers are named additional insured with respoectto the operations of the named Insured per the attached CG 2gy6rq�( fsement, Such Insurance is primary and non - contributory perthe LlS^ �c tiva ti rn °� lb �.n r rnVA r M nvIUur=n UAIII CLLA I IUN F of Santa Ana M 25 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Box 1988 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN a Ana, CA 92702 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services John Graef © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Community seniorsfiry 7A/12 to 7/1/13 M C, (3) The nature and location a, any Iriju(y, or damage, arlsirid out of the �06currsncall or Offense. If a claim is: made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "i& arid the date risoalv6d:and 12) Notify us as soon as practicable. You must see to it that we receive written no- tide of the claim or 'suit" at soon ,48 practice- ble. You and any other involved insured must: (1) Immediately send us copies of any de. man ' ds, notices, summonses or legal pa- pert raceived'in connection wUh the claim or "suit' (2) Authorize us to obtain records and other Information; (3) Cooperate Wi$ U4 16 the investigation or Saffienieni of the claim or defense, against I h a 1'_'adw; and, ,(4) Assist us, upon our request, in the an- foricerrept of any right against any person or orgairWifloh whFdh may be liable to thei, insured because of injury or damage -to which this 'insurance may also apply.. d, 3. Lei No Co a., ,171 a right under this 41. Other fiosure,noe If other valid and collectible Insurance Is available to the Insured for a toss we cover undor.Cover- ages A or 9 of this Coverage Hart, our obllgations: are limited as follows: ,a. Primary Insurance This insurance is primary except when Para- graph b. below applies, If this Insurance is'pri. mary. our o*llgaticins are, not affected unless any of the other Insuran , oe Is also primary. Then, we will share. with all that other Insur. 4nco by the method described In Paragraph c, below, b, 5xcess Insurance (1) This insurance is excess aver: Any of the other insurance, whether primary, excess, contingent or an any 00 (ill) That,1s, insurance purchased by you to cover your (lability as a:tenant for "O'do y .damage" to premises rented you or temporarily cocu- plocl,:by you with, permission of the owner; or (2) CG 00 0112 07 C 160 Properties, Inc., 2006 To _�01 A�Vii C)VED AO Iql M6stant C�jiv AttOrney Page 11 of 16 IM (3i (0) The total of all deductible and ,self- Insured amounts under all thgt'rithir in- surance, J4) We wlII share the remaining loss, V any, with any -other insuraryoa that is not de scribed in this Excess' Insurance provision and Was not bought speolfloally to apply In excess of the Limits of Insurance shown In the Declaration's of this ,Pqverago Part. If any of the other Insurance does not emnit contribution by squat shares, we will -cot F, tbuto by limits. UhdOr this method, each l6sur-or's, share is based an the ratio- of its applicable, ,limit qf insurance -to the total, &pp(IcabI6:IImitp,G'f insurance, of all insurers,. G—Prarnium Audit 8. -We will compute all premiums for this,Qovar- :zge Part in accordance with our nwips and, rates; 6. We have issued this policy in reliance upon your representations. 7. separation Of insureds a, As If each Named Insured were the only llt. Transfer Of Rights Of Recovery Against Others To Us 911 if we decide not to reneW this Coverage Part, We Will mail or deliver to tM'fliat Nerved "Insured shown -in the Doclorptons written notice of 1'h6 nonrenewail not less than 30 days before,iho;0)(pl_ ration date,. If notice is mallooli proof of mailing will.bie'sUfficient prooftf notice, SECTION V—DEFINIM00 1, "Advertl,Orn,ent", means -6 notice that, is� broadcast- or pUbfthe ' d to'the general public or soociliii6;meir- kpt se _wants about your goods, Products or s6r- vices, for the purpose of,-aftactirig customers or 41Jpportirs,T a of, I - Qrthe purpose of thils"o letf:iom c. firit Named Insured must Xeap records ot the Information Wo' r, need for premium c'omp'uta-- Lion, send us .copies at such times as we may request. 6. Representations By tooeptingthis policy, you agree: a. The statements In the Declarations are accu- rate and complotv, b. Those statements ara based upon represents. Ilona you made to us; and Howe i vor, "auto' does not include "mobile equjp- menr'. Page 12 of 16 0 160 Properties, Inc., 2006 ........ . . Assistant City Attorney CO 00 01 12 -07 13 '�� " CERTIFICATE OF LIABILITY INSURANCE DATE MVY) rypE OF INSURANCE 11/1612012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh Risk & Insurance Services PHONE 4695 MacArthur Court, Suite 700 A/c No E -MAIL ADDRESS: (949) 399 -5800 License 80437153 MED EXP (Any one person) $ 5,000 Newport Beach, CA 92660 INSURER(S) AFFORDING COVERAGE NAIC p INSURERA: Philadelphia Indemnity Insurance Company 18058 093650- OSS- GAWX -12 -13 INSURED Community SeelorSDry INSURER B: N/A N/A INSURER C : $ 1,000,000 1200 N. knoll Circle Anaheim, CA 92801 INSURER D: INSURER E: ,.„ �rys0 `�.y' e^ yn 9 b,+ F(.) INSURER F : COMBINED SINGLE LIMIT Ea accident COVERAGES CERTIFICATE NUMBER: LOS- 001530438 -02 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDLSUBR Santa Ana, CA 92701 POLICY NUMBER POLICY EFF IMMi POLICY EXP MM/DDIYYYY LIMITS A GENERALLIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I X I OCCUR John Graef PHPK888400 07/01/2012 07/01/2013 EACH OCCURRENCE $ 1,000,000 DAMA ETO RENTED PREMISES Eaoccunends $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GENL AGGREGATE LIMIT APPLIES PE R: X POLICY mno LED PRODUCTS - COMP /OP AGO $ 3,000,000 Sexual Misconduct $ 1,000,000 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS ,.„ �rys0 `�.y' e^ yn 9 b,+ F(.) - qjj COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) Is BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE ( E, �- (a E _ "Fit,K e ~ -� -' "' �� EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER /EXECUTIVE❑ OFFICER /MEMBER EXCLUDED? (Mandatory in Ni If yes, de scribe under DESCRIPTION OF OPERATIONS below NIA A55151dn { (�,1 �l ` ryryry j WC STATU- OTH- E L. E. ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS) VEHICLES (Attach ACERB 101, Additional Remarks Schedule, If more space Is required) The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers, and representatives are included as additional insured where required by written contract. This insurance is primary and non - contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana, CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services John Graef ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Community SeniorS &zv OPHPK888400 711/12 to 7/1/13 (3) The nature and location of any Injury or damage arising out of the "occurrence" or offense. 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 (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit'; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: 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 Part 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 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. 01 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 trp„ This Insurance Is primary except when Para- graph b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other Insurance is also primary. Then, we will share with all that other insur- ance by the method described in Paragraph c, below. b. Excess Insurance (1) This Insurance Is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work'; (ii) That is Fire insurance for premises rented to you or temporarily occu- pied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occu- pied by you with permission of the owner; or (iv) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Dam- age Liability. (b) Any other primary Insurance available to you covering liability for damages aris- ing out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement, (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" If any other insurer has a duty to defend the insured against that "suit ". If no other insurer de- fends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other insurers. APPROVED AS TO FORM LISA E. 5l "ORCk �/� CG 00 01 12 07 m ISO Properties, Ina, 2006 Assistant City AttR�age /11 of 16 ❑ G (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - Insured amounts under all that other in- surance. (4) We will share the remaining loss, If any, with any other insurance that is not de- scribed 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. 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. c, 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. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned In this Coverage Part to the first Named Insured, this in- surance applies: a. As If each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. S. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured must do nothing after loss to impairthem. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them. S. When We Do Not Renew If we decide not to renew this Coverage Part, we will mall or deliver to the first Named Insured shown In the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web - sites, only that part of a web - site that is about your goods, products or ser- vices for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". Page 12 of 18 0 ISO Properties, Inc., 2006 'to get RIA t�A�'P O-OD PAS L�S10Pr LISA Attorney p �? ASsistaot City CO00011207 13