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HomeMy WebLinkAboutLEGAL AID SOCIETY OF ORANGE COUNTY .... -.. ...., :� <X C) \ !0 < . E a %:e e : c= C , :$ . / ii5 §io c ,_ L £ :§ 2 \ ��o ........ . \ i ........... / / . c o Eg / \ .a). /_ f y | / o \ ƒ §k / © 1 / / 7 / o / % ƒ 0 no la) ° / 2 / e g / / \ 0 / %�/ 0 / f ( 'U o O 2 ma = z u2 cu g » § \ / / § / Q \ / / u \� ± - 2 > a % D -C ® C / $ ° 1 \ 0 \� \ — o ,� ® 2 ® j. s 2 E £ ari 4-7 - w / E m o = ; e = © U ° / c. , - � c o U « 7 — © _ . 2 & 9 o k E / 03\ E E / E § ob S \ % i 2 ° / \ 7 $ \ E — / / E 7 0) § `/ \ / 6 \ / $ / ) ) / soz s ƒ U / 2 } INSURANCE NOT ON FILE A-2018-135-11 WORK MAY NOT PROCEED CLERK OF COUNCIL LoJUL 0 2 2010 l o AGREEMENT BETWEEN THE CITY OF SANTA ANA AND p LEGAL AID SOCIETY FOR USE OF LLAJ e rr PSS COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement is hereby made and entered into this 1st day of July, 2018, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and Legal Aid Society (Clean Slate Expungement), a California nonprofit corporation ("SUBRECIPIENT"). 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") Entitlement Program, Catalog of Federal Domestic Assistance (CFDA) Number 14.218, and Federal Award Identification Number (FAIN) B -18 -MC -06-0508 , desires to enter this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seg. ("CDBG REGS"). 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"). C. The SUBRECIPIENT is a private nonprofit corporation 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 (Schedule of Performance). 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. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terns and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: I. A. Nonprofit Status - Representations and Warranties. (a) Authority. SUBRECIPIENT is a duly organized and existing nonprofit 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. 0 (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/Tern and Quarterly Disbursement. The amount granted to SUBRECIPIENT is $44,227 ("CDBG FUNDS"), for the term of July 1, 2018 through June 30, 2019. Such funds shall be expended by SUBRECIPIENT on or before June 30, 2019. The Term of this Agreement may be extended by a writing executed by the City Manager, or his or her designee, and the City Attorney. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis subject to and upon receipt and approval of a complete 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. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program year. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. 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, 2019, and to use said finds 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, and indirect costs. Other allowable program costs are detailed in the budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall use all income received from said 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 written approval of the CITY's Executive Director of the Community Development Agency, or designee, so long as the total budget amount does not increase. Pursuant to 2 CFR §200.331(a)(4), the Indirect Cost Rate for the SUBRECIPIENT's award shall be an approved federally recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government, or, if no such rate exists, the de minimis indirect cost rate as defined in 2 CFR §200.414(b) Indirect (F&A) costs. For this agreement, the de minimis indirect cost rate of 10% will apply. 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. Zoite SUBRECIPIENT agrees that any facility/property used in firrtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. G. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CPR 200.302 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 2 CFR 200.302 requirements. H. Audit 'Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) 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 April 1 of the year following the program year in which this Agreement is executed. I. Record Keeping/Reporting. SUBRECIPIENT shall keep and maintain complete and adequate records and reports on program participants to determine their initial and continuing eligibility for the program services being provided to assist CITY in meeting and maintaining its record keeping responsibilities under the CDBG REGS, including the following: (1) Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUBRECIPIENT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification of all household members ages 18 and over. 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 and proof of payment 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 a. 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/request for reimbursement and true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. b. Quarterly Progress Report. SUBRECIPIENT agrees to keep 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 States Government and their representatives or auditors 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 13 said program. CITY and the United States Government and their representatives or auditors shall also schedule on-site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder is conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/Required Length of Record Keepin . 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 from the date of final payment under this Agreement. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. L. Compliance with Law/Proeram Income. SUBRECIPIENT acknowledges that the finds 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. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit C "Debarment", which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. N. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY and or 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 I 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 funds that were obtained and/or spent under fraudulent circumstances. Q. Equipment. SUBRECIPIENT agrees to maintain a record for each item of non -expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non -expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use finds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. S. Lobbyina. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CPR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in "Exhibit D," 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 suns to SUBRECIPIENT tinder the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit D). SUBRECIPIENT shall require that the language of this certification be included in the award doctunents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts tinder grants, loans, and cooperative agreements), and agrees to take all actions necessary to ensure that all subrecipients shall similarly certify and disclose accordingly. 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 agency, or the SUBRECIPIENT. U. Labor Standards. The SUBRECIPIENT agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The SUBRECIPIENT agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. SUBRECIPIENT agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the CITY pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the SUBRECIPIENT of its obligation, if any, to require payment of the higher wage. The SUBRECIPIENT shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. V. Section 3 of the Housing and Urban Development Act of 1968. SUBRECIPIENT will make every effort to provide training opportunities for low -and moderate -income persons residing within the community where the construction project is located and contracts awarded to local businesses therein to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement. Compliance with the foregoing requirements shall be a condition of the federal financial assistance provided under this Agreement and binding on the SUBRECIPIENT. Failure to fulfill these requirements shall subject the SUBRECIPIENT, its successors and designees, to those sanctions specified by the Agreement through which federal assistance is provided. The SUBRECIPIENT certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by CDBG fiords shall provide equal employment opportunities for minorities and women. W. Drug Free Workplace. SUBRECIPIENT agrees to provide a drug-free work place and to execute a certification as set forth in "Exhibit E" attached hereto and incorporated herein by this reference. X. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. Y. 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. Z. Women- and Minority -Owned Businesses (W/MBE) SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African-Americans, Spanish-speaking, Spanish surnamed or Spanish- heritage Americans, Asian -Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. II. CITY'S OBLIGATIONS A. Payment of Funds. On July 1, 2018, the CITY was allocated $5,816,959 for fiscal year 2018- 2019 from the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Entitlement Program. CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received a sum not to exceed Forty -Four Thousand Two Hundred Twenty -Seven Dollars ($44,227) for SUBRECIPIENT'S performance in accordance with the Budget attached hereto as "Exhibit B" during the period of this Agreement. Payments shall be made to SUBRECIPIENT through the submission of invoices/reimbursement requests. CITY shall pay such invoices/reimbursement requests 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. Documentation may include, but is not limited to true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. 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 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with Federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. 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 SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A and report such measures quarterly to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections which it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. A. SUBRECIPIENT agrees to comply with Executive Order 11246 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. B. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964 which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. C. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. D. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. E. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. IV. CONFLICT OF INTEREST Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its 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. SUBREC,IPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article 1, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. D. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. E, 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 terns only an incidental portion of the CDBG expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VII. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 10 TO SUBRECIPIENT: Kate Marr Legal Aid Society 2101 N. Tustin Ave. Santa Ana, CA 92705 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. No subcontract or assignment shall terminate or alter the 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 CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. X. INSURANCE 1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self- insurance and CITY. Governmental entities may provide proof of self-insurance. (a) 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. (b) SUBRECIPIENT shall: (1) 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; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring prior to the expiration of this Agreement 11 2. Automobile Liability Coverage. SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non -owned automobiles used by SUBRECIPIENT employees or participants in performance of this Agreement, or, in the event that SUBRECIPIENT will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, SUBRECIPIENT shall secure and maintain on file from all such employees, participants, or agents as self -certification of automobile insurance coverage. Governmental entities may provide proof of self- insurance. 3. Workers' Compensation. If SUBRECIPIENT is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., SUBRECIPIENT shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. 4. Equipment Coverage. SUBRECIPIENT shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by SUBRECIPIENT in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self- insurance. 5. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. SUBRECIPIENT understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT shall transfer to CITY any CDBG funds on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of CDBG funds. [24 CFR 570.503(b)(7)] 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 I above, SUBRECIPIENT shall pay to CITY an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of non-CDBG funds for acquisition of, or improvement to, the property. Such payment is program income to CITY. C. Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 12 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 2 CFR 200.313(e)(2). D. SUBRECIPIENT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be 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 "XII. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. XII. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, 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. D. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUB,RECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, 13 and, in the case of portion termination, their portion to b terminated, however, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for with the award was made, the CITY may terminate the award in its entirety. 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 CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. XIII. LIMITATION OF 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 SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIEN'T of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. 14 XVI. CLOSE-OUT The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terns and conditions of the Federal award; 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award; 3. SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); 4. SUBRECIPIENT must account for any real and personal property acquired with Federal funds or received from the Federal government in accordance with 2 CFR §§200.310- 200.316 and 200.329; and, 5. The CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. XVII. VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. XVIII. WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. XIX. 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 terns 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. 15 b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures onfollowingpage) 16 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 FOR APPROVAL: Steven A. Mendoza Executive Director Community Development 17 CITY OF SANTA ANA Raul Godinez City Manager SU RECIPIENT: ame: I{ate Marr Title: Executive Director Tax ID: 95-1994337 DUNS #: 08-181-2315 City of Santa Ana CDBG Scope of Work Program Year 2018-19 (July 1, 2018 - June 30, 2019) Name of Organization Legal Aid Society of Orange County Name of Funded Program Clean Slate (Expungement) Project Annual Accomplishment Goal Unduplicated Participants anticipated to be served during the 12 -month contract period. 104 TOTAL I 1 1041 Santa Ana Participants 1 100%1 1 1041 Low Income Participants 100% Schedule of Performance (estimated) Quarter 1: JUL 1 - SEP 30 Quarter 2: OCT 1 - DEC 31 Quarter 3: JAN 1 - MAR 31 Quarter 4: APR 1 - JUN 30 Unduplicated Participants 26 A26 Program and Funding Description Estimated Invoicing $ 11,057 $ 11,057 $ 11,057 $ 11,056 $ 44,227 This grant will help to fund LASOC's successful Clean Slate Project, through which we plan to serve 104 residents of Tanta Ana. LASOC will screen Santa Ana residents who have questions about their ability to qualify for dismissals, and we =estimate that our legal team will prepare 300-400 dismissal petitions, certificates of rehabilitation, and records sealings for these clients. We will do this through a variety of opportunities: • Holding monthly expungement clinics at LASOC's Santa Ana office on Saturday mornings. Our staff, with volunteers from UC Irvine Law School and the paralegal program at Santa Ana College, meets individually with clients and prepare all necessary paperwork to expunge a client's record, including writing a declaration. In discretionary cases this is the most important and time consuming part of the process. • Full representation (when needed) of Santa Ana clients at all stages of their cases from filing through the non- mandatory criminal dismissal hearings in Orange County. Specifically, the funding would allow our legal staff to train more volunteer attorneys to undertake these representations, while also providing the resources to have a staff attorney as a backup when volunteer attorneys are unavailable. • Continued work with vulnerable populations in Santa Ana through our homeless clinic. For instance, our expungement project is a critical part of our work to tackle Santa Ana's homeless problem through our weekly clinic at the Santa Ana Courtyard. Funding ensures that we can maintain a consistent presence at the site, which is key to follow-up with our transient clients in our effort to help them escape homelessness. • Fostering our new partnerships with Santa Ana College and the Santa Ana Unified School District. Because of CDBG funding in 2017, we began to attend school events as well as one -one -one meetings to help students and parents address criminal records. • Develop our partnership with the Mexican Consulate to reach out and offer expungement services to the immigrant community in Santa Ana. • Growing our work with foster youth. LASOC staff work with clients there to seal juvenile records and clear fraudulent debt for youth who are transitioning to adulthood. Hold informational seminars on expungement that will reach 250 people in Orange County. EXHIBIT A 1. Community organizing/recruiting volunteers. LASOC will expand its recruiting activities and coordinate volunteer from its partners. LASOC will work with UC Irvine (law and undergraduate programs), Western State Law School, Chapman University (law and undergraduate programs), Santa Ana Community College, to name a few. 2. Presenting trainings. LASOC will conduct at least 12 trainings throughout the year to ensure the quality of the advice provided by the attorneys, law students, and volunteers who will participate in the Clean Slate project. 3. Educational Seminars. LASOC staff and other will work with the community partners to provide educational seminars to Santa Ana residents in the targeted area. The seminars will focus on understanding their rights and impact of dismissals on their lives. 4. Conducting clinics. LASOC will conduct at least 12 clinics and coordinate efforts conducted at the partner locations. S. Preparing expungements. LASOC anticipates that we will file 300-400 petitions for dismissal, certificates of rehabilitation and Proposition 47 reductions. This will help 104 Santa Ana residents, mostof whom will likely need help with dismissal assistance on multiple convictions to clean their criminal record. 'erformance Measures Clients are entered into a custom client management database, the Matrix. The database currently tracks qualitative and quantitative outcomes such as the level of service, the type of service, number of hours performing the service, and outcome 3f the case. Matrix works in conjunction with LASOC's toll free Hotline and has many features that are embedded in the project and assist with determining eligibility, conflicts of interest, case acceptance and referrals. Matrix is used for opening and closing cases. The system incorporates scripts on several substantive legal areas which enables the Hotline intake workers to document all appropriate information related to the callers case to assist the attorney with providing advice and determining the services that should be extended to the client. The system captures and retains all appropriate data at intake; screens applicants for eligibility and case type; completes an immediate conflict check; makes data available in real time; has the capacity to share client and case data among offices and staff; securely transfers data; can generate reports; has the ability to assign funding source codes to cases and can be customized in house. These capabilities provide meaningful data for program evaluation, including specialized reports that will be used to measure performance outcomes for this project. 4dditionally, LASOC intends to develop a customer satisfaction survey that will be used to measure performance on this project. NUMM11:31110 FISCAL YEAR 2018-2019 PROGRAM BUDGET Organization Name Legal Aid Society of Orange County Program Name Clean Slate (Expungement) Project EXPENDITURES Fnter budget categories and oroiected expenditures for the proposed program: Category AMOUNT Expenditures Funded By Santa Ana CDBG Expenditures Funded By Other Sources Program Budget Total Organization Budget Administrative Staff Salaries & Benefits $0 $0 $1,285,153 Program Staff Salaries & Benefits $39,299 $6,760 $46,059 $5,228,173 Contractual/Professional Services $0 $0 $210,148 Professional Dues $439 $439 $1,376,099 Travel/ Mileage $469 $469 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 TOTAL Direct Costs $40,207 $6,760 $46,967 $8,099,573 Indirect Costs 10% $4,020 $4,020 TOTAL BUDGET $44,227 $6,760 $50,987 $8,099,573 * Indirect cost rate: 10% Non -Federal entity without federaly recognized negotiated, indirect cost rate, will charge a de minimis rate of 10% of modified total direct costs. PROGRAM RESOURCES LIST ALL OTHER PROGRAM RESOURCES FOR 2018-2019 Funding Source Total must equal Program Budget Total listed above. FUNDING SOURCE AMOUNT Santa Ana CDBG $ 44,227 Legal Services Corporation $ 6,760 TOTAL $ 50,987 EXHIBIT B 2018-2019 CDBG BUDGET LINE ITEMS ADMINISTRATIVE STAFF Annual Salary CDBG Funds Position Title & Benefits Requested Description PROGRAM STAFF Position Title Annual Salary &Benefits CDBG Funds Requested Description Staff Attorney $ 53,834 $ 39,299 The Staff attorney (.73 FTE) will handle legal cases for clients. CONTRACTUAL/PROFESSIONAL SERVICES Contract CDBG Funds Type of Service Amount Requested Description OTHER LINE ITEMS Program Line Item Amount CDBG Funds Requested Description Professional Dues 600 $439 Bar dues and memberships Travel / Mileage 635 469 mileage to court and parking EXHIBIT B-1 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510,' Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Kate Marr, Executive Director ro and Title of Autiorized Representative Date I EXHIBIT C Page 1 of 2 INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any 'lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction lamowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the '.DOL may pursue available remedies, including suspension and/or debarment. EXHIBIT C Page 2 of 2 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 subreeipients 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. Legal Aid Society of Orange County Grantee/Contactor Organization Kate Marr, Executive Director Name of Certifying Officer EXHIBIT D Page 1 of 2 Date 6 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 D Page 2 of 2 Certification Regarding Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; EXHIBIT E Page 1 of 3 (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee 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; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised `Place of Performance" form. Legal Aid Society of Orange Cognty, Organization �12�1Kate Marr, Executive Director �----�—`� Authorized Signature Date EXHIBIT E Page 2 of 3 PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS Name: Legal Aid Society of Orange County Date: July 1 2018 The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): 2101 N Tustin Ave. Santa Ana, CA 92705 EXHIBIT E Page 3 of 3 LEGAL -3 OR ID: JM �--�" CERTIFICATE OF LIABILITY INSURANCE O09(M MIDDIYY /19/201 7 ) 09/19!27 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 pollcy(les) 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 Rancho Mesa Insurance Services 280 Riverview Parkway #401 CONTACT NAME: _-. PH o Ext : I INC.Nor _ E-MAIL ADDRESS: Santee, CA 92071 INSURER(S) AFFORDING COVERAGE _ NAICp _ INSURER A . Markel Insurance Company _ 38970 INSURED Legal Aid Society of Orange INSURER B: New York Marine a Sen'I ins Co 18808 County 2101 North Tustin Avenue INSURERC: CLAIMS -MADE FXIOCCUR INSURER D: Santa Ana, CA 92705 _ INSURER E' I PREMISES IEa occurrence) MED EXP (Any onepers�$ �S INSURER F' COVERAGES CERTIFICATE NUMBER: 1 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE IN SUBR POLICYNOMBER POLICY EFF MMIDDIYYYV POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CN :.SANTA ANA CA 92701 .N _- EAGH OCCURRENCE $ 1,000,00 CLAIMS -MADE FXIOCCUR X !HUP2133-01 07/01/2017107101121)18 I PREMISES IEa occurrence) MED EXP (Any onepers�$ �S $ 1,000,00 10,00 PERSONAL B ADV INJURY 1,000,00 LIMIT APPLIES PER: GENERALAGGREGATE 2,000,00 .GEN'LAGGRE�GATE POLICY LJ JECOT LX�LOC __$ PRODUCTS -C $ 2,000,00 $ OTHER: Aj�ANY AUTOMOBILE LIABILITY AUTO j HUP2133-01 107/01/2017 07/01/2018 COMB I NEDSINGLE LIMIT fr... an $ 1,000,00 _ BODILY INJURY (Perp ... N _ $ _ { X ALLOWNED 1 SCHEDULED AUTOS AUTOS X I NON -OWNED HIRED AUTOS AUTOS ! I - BODILYINJURY(Peraocitleuh S _ _ I PROPERTY DAMAGE Per eccirlent $ X I UMBRELLALIAB � OCCUR I EACH OCCURRENCE _. _. S 2,000,00 I Excess uae cLAIMs-MAGE HW2134-01 , 07/01/2017 07/01/2018 AGGREGATE y 2,000,00 - _ DED X I RETENTION$ 10,000 �$ B ' WORKERS ANDEMPLOYERS'LIABILITY I ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBEREXCLUDED4 (MandatoryinNH) NIA WC201700015159 09/01/2017 09101/2018 PER OT - X ,STATUTE EL. EACHACCIDENT —'--'-"-- -— EL.DISEARE-EA EMPLOYE I $ 1,000,00 $ 1,000,00 sc If yes, describe under DESCRIPTION OF OPERATIONS bue,y E.L. DISEASE-POLICV LIMIT $ 1,000,00 A Sexual Abuse and HUP2133-01 07/01/2017 07/0112018 IPer Polic 2,000,00 Molestation Liab HUP2133-01 i ;Per Prsn 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) RE: OPERATIONS OF THE NAMED INSURED AS CERTIFICATE HOLDERS INTEREST MAY NaC.3}rt%V� APPEAR SUBJECT TO POLICY TERMS, CONDITIONS, AND EXCLUSIONS. CERTIFICATE' HOLDER IS INCLUDED AS ADDITIONAL INSURED PER FORM MGL 1242 03 14 ATTACHED. —F CERTIFICATE HOLDER CANCELLATION SANTAA2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, CITY OF SANTA ANA ITS OFFICERS, AGENTS, AND AUTHORIZED REPRESENTATIVE EMPLOYEES AND VOLUNTEERS 20 CIVIC CENTER PLAZA CN :.SANTA ANA CA 92701 .N _- ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy# 8502SS397248-4 COMMERCIAL GENERAL LIABILITY gelMARKED Markel Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY PLUS ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Limited Product Withdrawal Expense $10,000 All Product Withdrawal Expenses Extended Property Damage - Expected Or Intended Included Injury Non -Owned Watercraft Non -Owned Aircraft Property Damage To Borrowed Equipment Property Damage To Customers' Goods Damage To Premises Rented To You Property Damage From Elevator Use Personal And Advertising Injury From Televised Or Videotaped Material Supplementary Payments Bail Bonds Loss Of Earnings Medical Personnel Broadened Definition Of Insured Automatic Additional Insureds When Required By Contract Or Agreement Managers Or Lessors Of Premises Mortgagees, Assignees Or Receivers Vendors Medical Payments Each Location And Each Project Aggregates Duties In The Event Of Occurrence, Offense, Claim Or Suit Unintentional Failure To Disclose All Hazards Waiver Of Transfer Of Rights Of Recovery Against Others To Us Liberalization Mental Anguish Resulting From Bodily Injury Broadened Definition Of Mobile Equipment Increased To 51 Feet Long If Rented Or Loaned With A Paid Crew $10,000 Each Occurrence $10,000 Each Occurrence Equal To The General Liability Each Occurrence Limit Included Included Up To $5,000 Up To $500 A Day $100,000 Any One Person Included Included Included Included Included $10,000 Any One Person (Unless Excluded) Equal To The General Aggregate Limit Included Included Included Included Included Included MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 12 with its permission. 2. Paragraphs d. and e. of the definition of "personal and advertising injury" are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization, or disparages a person's or organization's goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person's right to privacy; I. SUPPLEMENTARY PAYMENTS - BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b. and 1.d. under Section I - Coverages, Supplementary Payments - Coverages A And B are re- placed by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of ac- cidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage ap- plies. We do not have to furnish these bonds; d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the amount shown in the Schedule of this endorse- ment because of time off from work; J. MEDICAL PERSONNEL The following applies only if no other similar coverage is included on or added to the policy to which this endorse- ment is attached: 1. Paragraph 2,a.(1)(d) under Section II - Who Is An Insured does not apply to any registered nurse, licensed practical nurse, certified emergency medical technician or certified paramedic who is employed by you to pro- vide professional health care services, but only while acting within the scope and course of their duties as such. 2. The following is added to Section III - Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay under Medical Personnel Coverage is the amount shown in the Schedule of this endorsement for all loss sustained by any one person from professional health services. K. BROADENED DEFINITION OF INSURED Section II - Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered "occurrence", claim or "suit". This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation, and (2) Afforded until the end of the policy period of this Coverage Form. L. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II - Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authoriza- tion to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury", "property damage" or "personal and advertising injury". However: MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 8 of 12 with its permission. (1) The person or organization is an insured only to the extent you are held liable due to: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, sub- ject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition op- erations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) The maintenance, operation or use by you of equipment leased to you by such person or organiza- tion, subject to the following additional provisions: (1) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of such person or organization; (d) Permits or authorizations issued by any state or political subdivision with respect to operations per- formed by you or on your behalf, subject to the following additional provision: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising in- jury" arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to ren- der any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, sur- veys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to "bodily injury" or "property damage" included within the "products - completed operations hazard". (4) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. (5) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (6) A person's or organization's status as an insured under this endorsement ends when your operations for that insured are completed. (7) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (8) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to managers or lessors of premises; mortgagees, assign- ees or receivers; or vendors. b. Managers Or Lessors Of Premises Any person or organization who leases to you or manages property you rent or lease, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in connection with that part of the premises leased or rented to you and shown on the Declarations. The following additional exclusions apply to such managers or lessors of premises: This insurance does not apply to: MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 9 of 12 with its permission. (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the per- sons) or organization(s) who leases to you or manages property you rent or lease. c. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organi- zation. d. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury" or "property damage', and only with respect to "bodily injury" or "property dam- age" arising out of "your products" which are distributed or sold in the regular course of the vendor's busi- ness. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) "Bodily injury" or "property damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the origi- nal container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distri- bution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a con- tainer, part or ingredient of any other thing or substance by or for the vendor; (h) Any failure to maintain the product in a merchantable condition; or (i) "Bodily injury" or "property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normal- ly undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. (3) This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insuranne. (4) This insurance does not apply if "bodily injury" or 'property damage" included in the "products -com- pleted operations hazard" is excluded either by the provisions of this insurance or by endorsement. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 10 of 12 with its permission. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such addi- tional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. M. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III - Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. N. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III - Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed on- ly to operations at a single designated covered "location" or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered "location" or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages un- der Coverage A, except damages because of "bodily injury" or "property damage" included in the "prod- ucts -completed operations hazard", and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits". c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall re- duce the Each Location or Each Project Aggregate limit for each covered "location" or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Decla- rations nor shall they reduce any other covered "location" or covered project's general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medi- cal Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate lim- 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered "location" or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall re- duce the amount available under the General Aggregate limit or the Products -Completed Operations Ag- gregate limit, whichever is applicable; and MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 11 of 12 with its permission. b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the "products -completed operations hazard" is provided, any pay- ments for damages because of "bodily injury" or "property damage" included in the "products -completed opera- tions hazard" will reduce the Products -Completed Operations Aggregate limit, and not reduce the General Ag- gregate limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, "location" means premises involving the same or con- necting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. 0. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an 'occurrence", offense, claim or "suit" is satisfied if you send us written notice as soon as practicable after any of your "executive officers", directors, partners, insurance man- agers or legal representatives become aware of or should have become aware of such "occurrence", offense, claim or "suit'. P. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV - Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of the Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV - Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or or- ganization and included in the "products -completed operations hazard". This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an 'occurrence" to waive such rights. R. LIBERALIZATION The following is added to Section IV - Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. S. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3. "bodily injury' is replaced by the following: 3. "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress re- sulting from any of these; and b. Death resulting from bodily injury, sickness or disease. T. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12. "mobile equipment': This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. MGL 1242 03 14 Includes copyrighted material of Insurance Services Office, Inc., Page 12 of 12 with its permission.