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HomeMy WebLinkAboutSHELTER PROVIDERS OF ORANGE COUNTY, INC., DBA HOMEAID ORANGE COUNTYU11l.91<mpd lP pf _E7 EXPIPES N-2021-030 FEB 1 2 2021 11. 1.2011 — CLERX Ui i,uUNCIL DATE: 0, chN (Terr; Ors) 0 b5 HOMELESS EMERGENCY AID PROGRAM SUBCONTRACTOR AGREEMENT BETWEEN THE CITY OF SANTA ANA AND HOMEAID ORANGE COUNTY THIS GRANT AGREEMENT ("HEAP Agreement"), is hereby made and entered into this January 1, 2021, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and Shelter Providers of Orange County, hic., d.b.a. HomeAid Orange County, a California nonprofit organization ("Subcontractor"). RECITALS: A. Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB850 (Chapter 48, Statutes of 2018), the State of California has established the Homeless Emergency Aid Program ("HEAP"). HEAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HEAP provides one-time flexible block grant funds to Administrative Entities to address their immediate homelessness challenges. B. Contractor is the recipient of HEAP funds from the State of California. In 2018, Contractor entered into Agreement Number 18-HEAP-00007 with the State of California receiving and recognizing $3,690,885.84 in HEAP grant funds to be used by Contractor to address immediate homeless challenges ("State HEAP Agreement"). A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit B and incorporated herein by this reference. C. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds. D. Contractor desires to retain a Subcontractor to provide services related to the design and preparation of the floorplan of the Contractor's homeless shelter to be constructed at 1815 E. Carnegie in the City of Santa Ana, as further set forth in the Scope of Services below ("Program"). E. Contractor now approves the provision of HEAP grant funds to Subcontractor in an amount not to exceed $50,000.00, to be used in the operation of the Program. F. Subcontractor represent that it has the requisite qualifications, expertise, and experience in the provision of the Program and is willing to use said HEAP grant funds to operate said Program. G. This HEAP Agreement is contingent upon the award of HEAP grant funds from the State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. H. Contractor and Subcontractor have duly executed this HEAP Agreement for the expenditure and utilization of said HEAP funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HEAP Agreement, and the following terns and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HEAP Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HEAP Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the Program, as described and set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Scope of Services"). 2. TERM This HEAP Agreement shall take effect on the date first written above and shall terminate on June 30, 2021, unless otherwise cancelled or modified according to the terms of this HEAP Agreement. The term of this Agreement may be extended for one 1-year period upon a writing executed by the City Manager and City Attorney, on behalf of Contractor, and the Executive Director of Subcontractor. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $3,690,886.00 in HEAP grant funds from the State of California to be expended by June 30, 2021. Contractor agrees to pay to Subcontractor a sum not to exceed $50,000.00 for Subcontractor's performance of the Program through the term of this HEAP Agreement, on the terms and conditions set forth in the Scope of Services. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit quarterly invoices (on or before the 15'1' day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor. C. Payment is subject to the receipt and approval of invoices and quarterly activity reports in a form prescribed by the Contractor, detailing such expenses. Contractor shall pay such invoices within forty-five (45) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this HEAP Agreement and that the Subcontractor is in compliance with the terms and conditions of this HEAP Agreement. The forty-five (45) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the forty-five (45) day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor. D. Subcontractor agrees to use said funds pursuant to this HEAP Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said HEAP Program only. Said amounts shall include and will be limited to the execution of the Program only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HEAP Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this HEAP Agreement. 4. STATE HEAP AGREEMENT A. Contractor entered into State HEAP Agreement Number 18-HEAP-00007 with the State of California receiving and recognizing $3,690,885.84 in HEAP grant funds to be used by Contractor to address immediate homeless challenges. A true and correct copy of the State HEAP Agreement is attached hereto as Exhibit B and incorporated herein by this reference. Subcontractor has been made aware of the State HEAP Agreement and agrees to comply with all the conditions of the State HEAP Agreement and the applicable State requirements governing the use of HEAP grant funds. B. Pursuant to the State HEAP Agreement, Subcontractor is required to: i. Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. ii. Maintain at least the minimum State -required worker's compensation for those employees who will perform the work or any part of it. iii. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Subcontractor in performing the work or any part of it. iv. Agree to include all the terms of the State HEAP Agreement in each subcontract. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this HEAP Agreement, be construed to be an independent contractor and not an employee of the Contractor. This HEAP Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this HEAP 3 Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This HEAP Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this HEAP Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this HEAP Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this HEAP Agreement shall be at Contractor's sole risk. 7. INSURANCE Prior to undertaking performance of work under this HEAP Agreement, Subcontractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Subcontractor shall maintain commercial general liability insurance naming the Contractor, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Subcontractor's operations in the performance of this HEAP Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the Contractor; and (e) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 4 C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Subcontractor, if Subcontractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this HEAP Agreement, Subcontractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Subcontractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Subcontractor pursuant to this section: Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this HEAP Agreement. ii. Certificates of insurance shall be furnished to the Contractor upon execution of this HEAP Agreement and shall be approved by the Contractor. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Contractor. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this HEAP Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the HEAP Agreement. V. Subcontractor shall supply Contractor with a fully executed additional insured endorsement. £ If Subcontractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Contractor with required proof that insurance has been procured and is in force and paid for, the Contractor shall have the right, at the Contractor's election, to forthwith terminate this HEAP Agreement. Such termination shall not affect Subcontractor's right to be paid for its time and materials expended prior to notification of termination. Subcontractor waives the right to receive compensation and agrees to indemnify the Contractor for any work performed prior to approval of insurance by the Contractor. 8. INDEMNIFICATION Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its officers, agents, employees, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this HEAP Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Subcontractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Subcontractor shall defend, indemnify and hold harmless the Contractor, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Subcontractor to the Contractor pursuant to this Agreement. 10. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this HEAP Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HEAP Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Subcontractor under this HEAP Agreement. All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this HEAP Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HEAP Agreement for a period of three (3) years from the date of final payment to Subcontractor under this HEAP Agreement. 11. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this HEAP Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this HEAP Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor. 12. CONFLICT OF INTEREST CLAUSE Subcontractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this HEAP Agreement. 13. NON-DISCRIMINATION Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Subcontractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This HEAP Agreement and the State HEAP Agreement represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this HEAP Agreement and the State HEAP Agreement, the terms of the State HEAP Agreement shall prevail. This Heap Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the Contractor. Each party to this HEAP 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 is not embodied herein. 15. ASSIGNMENT Inasmuch as this HEAP Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this HEAP Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HEAP Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 16. TERMINATION This HEAP Agreement may be terminated by either party upon thirty (30) days written notice of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by Subcontractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Subcontractor to deliver to the Contractor all work product(s) completed by Subcontractor as of 7 such date, and in such case such work product shall be the property of the Contractor unless prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes as the Contractor deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this HEAP Agreement, 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this HEAP Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This HEAP Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this HEAP Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this HEAP Agreement. 19. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this HEAP Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this HEAP Agreement. 20. PREVAILING WAGES Subcontractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Subcontractor agrees to fully comply with such Prevailing Wage Laws. Subcontractor shall defend, indemnify and hold the Contractor, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. U 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HEAP Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: CONTRACTOR: Terri Eggers Homeless Services Manager City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org SUBRECIPIENT: Gina R. Scott Executive Director Santa Ana, CA 92702-1988 HomeAid Orange County 1130 North Citrus Street Orange, CA 92867 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this HEAP Agreement, and shall indemnify Contractor fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this HEAP Agreement. (Signatures on following page) N-2021-030 IN WITNESS WHEREOF, the parties hereto have executed this HEAP Agreement on the date and year first written above. ATTEST CouncilDAISY GOMEZ Clerk of the APPROVED AS TO FORM SONIA R. CARVALHO City A r ey I ��' By�v/, I RYA 0.'ODGE Assi / nt ity Attorney RECOMMENDED FOR APPROVAL ISM STEVEN A. MENDOZA Executive Director Community Development Agency 10 CITY OF SANTA ANA KRISSTINEPI GZ City Manager Shelter Providers of Orange County, Inc., d.b.a. UcqneAid Orange County -6�1 pa714�1— Name: Gina R. Scott Title: Executive Director Home- mid (- Orange County EXHIBIT A Santa Ana Navigation Center January 8, 2021 Terri Eggers, Homeless Services Manager City of Santa Ana, Community Development Agency 20 Civic Center Plaza M-25 Santa Ana, CA 92701 This proposal is in response to your request that HomeAid Orange County assist the City of Santa Ana with advisory consulting services relative to the design and development of the Santa Ana Navigation Center to be located at 1815 Carnegie Avenue, Santa Ana, CA, 92705. Based on our conversations, we are pleased to provide you with the following Scope of Work for your review and approval. Scope of Work The following scope of work shall be completed by HomeAid Orange County: Design and Preconstruction Advisory Consulting Services for a 200 Bed Santa Ana Navigation Center Engage in partnership with the City of Santa Ana to be their advisory consultant on the design and development for tenant improvements at the aforementioned property. • Act as liaison for the City of Santa Ana between the General Contractor, Architect, Design Team, Non -Profit Operator and other consultants to ensure timely completion of required improvements. • Facilitate regular weekly or bi-weekly meetings, as necessary and desired, with City of Santa Ana staff and consultants through the identification of the ideal building design for the proposed Emergency Shelter/Navigation Center. Client Responsibilities 1. Client shall provide reasonable access to the site. 2. Client shall be responsible for coordination with HomeAid Orange County, its Board Members, Consultants, Subcontractors, and Other Entities as necessary for timely completion of the above -mentioned scope of work. 3. The City must have necessary staff members present at all meetings, as needed. P: (949) 220-1136 1 www.HomeAidoc.ore 1 1130 N. Citrus Street, Orange, CA 92867 Page 2 HomeAid Orange County Santa Ana Navigation Center Proposal Exclusions 1. Proposal does not include work associated with changes to the scope of work provided above. If additional work is requested by the City of Santa Ana or any independent party, additional charges will apply. 2. HomeAid Orange County will not be responsible for conditions beyond HomeAid Orange County's control, such as acts of God, inclement weather during construction, etc. 3. Payment of any required fees and/or permits. 4. Payment of consultants, subcontractors, costs of development, design, construction, to be provided by City of Santa Ana. Pricing & Term The proposed cost for this project is as follows for Advisory Consultant Design and Preconstruction Services on an hourly rate stated below that is NOT TO EXCEED $49,999.00. The term of the services agreement shall be for 12-months beginning upon execution of this contract, after which the agreement shall terminate unless extended by the mutual agreement of the parties." Hourly Rate of $200 for Executive Director Hourly Rate of $150 for Controller Hourly Rate of $100 for Housing Coordinator We trust this proposal will meet with your approval. If you have any questions, please feel free to contact me at (949) 466-1459 or ginascott@homeaidoc.org. Sincerely, Gina R.Scott Executive Director EXHIBIT B STATE HEAP AGREEMENT NUMBER 18-HEAP-00007 12 STATE OF CALIFORNIA AGREEMENT NUMBER AGREEMENT SUMMARY L AMENDMENT NUMBER �1 STD 215 (Rev.08/2tl17) 18-HEAP-00007 ❑ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED 1. CONTRACTOR'S NAME 2. FEDERAL 1.0, NUMBER City of Santa Ana N/A 3. AGENCY TRANSMITTING AGREEMENT 4. DIVISION, BUREAU, OR OTHER UNIT 5, AGENCY BILLING CODE Business, Consumer Services and Housing Agency Homeless Coordinating and Financing Council N/A 6a. CONTRACT ANALYST NAME Sb. EMAIL So, PHONE NUMBER Daniel Castillo daniel.castillo@bcsh.ca.gov (916) 651-2788 7. HAS YOUR AGENCY CONTRACTED FOR THESE SERVICES BEFORE? 0No 0 Yes(lf Yes, enterpdor Contractor Name and Agreement Number) PRIOR CONTRACTOR NAME PRIOR AGREEMENT NUMBER 8. BRIEF DESCRIPTION OF SERVICES Contract is For the provision of shelter and services to address homelessness. 9. AGREEMENT OUTLINE (include reason for AgmementIdentify specific problem, administrative requirement, program need or other circumstances making the Agreement necessary, include special or unusual terms and conditions.) Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48, Statutes of 2018), the State has established the Homeless Emergency Aid Program (HEAP). HEAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HEAP provides one-time flexible block grant funds to Administrative Entities to address their Immediate homelessness challenges. 10. PAYMENT TERMS (More than one may apply) Monthly Flat Rate Quarterly Q Itemized Invoice Withhold Reimbursement / Revenue Other (Explain) 11. PROJECTED EXPENDITURES Z One -Time Payment Progress Payment % Q Advanced Payment Not To Exceed or % FUND TITLE ITEM FISCAL YEAR CHAPTER STATUTE PROJECTED EXPENDITURES General Fund 0515-101-0001 2018.19 29 2018 $3,690,885.84 OBJECT CODE 5432000 -Grants &Subventions •Governmental AGREEMENT TOTAL $3,690,885.84 OPTIONAL USE AMOUNT ENCUMBERED BY THIS DOCUMENT $3,690,885,84 PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT 1 certify upon my own personal knowledge that the budgeted funds for the current budget yearare av ilable for the period and purpose of the expenditure stated above. TOTAL AMOUNT ENCUMBERED TO DATE $3,690,885.84 ACCOUNTI P ICER'S SIGNATURE ACCOUNTING OFFICER'S NAME (Print or Type) DATE SIGNED STATE OF CALIFORNIA e =AGREIMENT NUMBER AMENDMENTNUMBER AGREEMENT SUMMARY STD 215 (Rey.08/2017) EAP-00007 12. AGREEMENT AGREEMENT TERM FROM TERM THROUGH TOTAL COST OF THIS TRANSACTION BID, SOLE SOURCE, EXEMPT Original 8/31/2021 EXEMPT Amendment 1 Amendment 2 TOTAL ❑ Request for Proposal (RFP) (Attach justification 1f secondsty method is used) ❑ Use of Master Service Agreement ❑ Invitation for Bid (IFB) ❑ Exempt from Bldding (Give authority for exempt status) ❑ Sole Source Contract (Attach STD. 821) ❑✓ other (EkplaM) Authorizing Iegisladoh provides a predetermined allocation of funds. % SUMMARY OF BIDS (Ust ofbldders, bid amount and small business status) (If an amendment, sole source N/A , or exempt leave blank) 15, IF AWARD OF AGREEMENT IS TO OTHER THAN THE LOWER BIDDER, EXPLAIN REASON(S) (Ifan amendment, sole source, or exempt leave blank) N/A 16. WHAT IS THE BASIS FOR DETERMINING THAT THE PRICE OR RATE IS REASONABLE? N/A 178. JUSTIFICATION FOR CONTRACTING OUT (Check one) - Contracting out is based on cost savings per Government Code Contracting out Is justified based on Government Code 19130(b). When this box ❑ 19130(a). The Slate Personnel Board has been so notified. ❑ Is checked, a completed JUSTIFICATION _ CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 647.60 must be attached to this document ✓❑ Not Appltcable (Interagency f Public Works / Other ) 17b. EMPLOYEE BARGAINING UNIT NOTIFICATION ❑ By checking this box, ! hereby certify compliance with Goverment Code section 19132(b)(1). AUTHORIZED SIGNATURE SIGNER'S NAME (Print or type) DATESIGNED N/A N/A N/A ,n ... ,....,,v,,,.,...,.,. cc. n WW1MMUMMVLU1[U Z5AI boen reported to the Department of Fair Employment and Housing? No Ye ❑✓ WA ATTACHED HAVE CONFLICT OF INTEREST ISSUES BEEN IDENTIFIED AND RESOLVED L+ I No Yea N/ No ❑ Yes ❑ NiA AS REQUIRED BY THE STATE CONTRACT MANUAL SECTION 7.10? El No ❑✓ A .,, m ,,,, . ...... .......... zU. ma you review any A DISABLED VETERAN BUSINESS contractor evaluations on file with the DGS Legal Office? ❑ None on file ❑ No ❑ Yes 0 N/A CERTIFIED BY DGS? 21. IS A SIGNED COPY OF THE FOLLOWING ON FILE A7YGUR AGENCY FOR THIS CONTRACTOR? ❑ No ❑ Yes A, Contractor Certification Clauses B. STD 204 Vendor Data Record ❑ No ❑ Yes 0 NIA_ ❑ No ❑ Yes ❑ NIA SBIbVBE Certification Number: _ N/A 24. ARE DISABLED VETERANS BUSINESS ENTERPRISE GOALS - Na (Explain below) Yes %oFAgreement REQUIRE[)? Of an amendment, explain changes if any) ❑ ❑ N/A 26, IS THIS AGREEMENT (WITH AMENDMENTS) FORA PERIOD OF TIME Na Yes !f Yes, provide LONGER THAN TI4REE YEARS? - ❑ ❑ ( p justification below) N/A I certify that aN copies of the referenced Agreement will conform to the original agreement sent to the Department of General Services. SIGN RE NAMEITITLE(Pdntor Type) DATE SIGNED/ Anna Podzyn, Staff Services Manager ll ( G STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITYNUMBER (if applicable) STD 213 (Rev. 10/2018) 1 18-HEAP-00007 i and the Contractor na CONI"RACfING AGENCY NAME _-- BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY w,v, nnL I vn simvic The City of Santa Ana 2. The term of this Agi START DATE Upon BCSH Approval THROUGH END DATE 10/31/2021 3. The maximum amount of this Agreement is: $3,690,885.84 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. EXHIBITS TITLE PAGES Exhibit A Scope of Work 3 Exhibit B Budget Detail and Payment Provisions 3 ExhibitC Terms and Conditions 9 ExhiUitD Special Terms and Conditions i - --•- ••••••••�••-^• -••, 0"„,,.vy,c,c,c„Lc ar a, ruuueflar l ul mis agreement as if attacnea nereta, These documents can be viewed at www.dgs.co.gov/ols/resources/standardcontractlanguage.aspx IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR NAME (if other than an Individual, state whether a corporation, partnership, The City of Santa Ana CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP 20 Civic Center Plaza, M-26 Santa Ana CA 92701 PRINTED NAME OF PERSON SIGNING - TITLE Robert Cortez Deputy City Manager CONTRACTOR AAUU FZE SIGNATURE �'� BATE SIGNED STATE OF CALIFORNIA WN I KAU INU AbLNCY NAMI, _- ---"" BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY CONTRACTING AGENCY ADDRESS CITY STATE 71p 915 Capitol Mall, Suite 350-A Sacramento CA 95814 PRINTED NAME OF PERSON SIGNING TITLE Alexis Podest Agency Secretary CONTRACTIN A CYAUTF RI SIGNA DA ®1f66�' I0I '72,1Ig California Department of General Services Approval (or exemption, if a plicable) APPROVED AS TO FORM J M. Fug, Ae latent Cley AtWraeoy Page 1 of 1 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 3 EXHIBIT A AUTHORITY. PURPOSE ANO SCOPE OF WORK Homeless Emercnency Aid Program (HEAP) 1, Authori Pursuant to Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48, Statutes of 2018), the State has established the Homeless Emergency Aid Program ("HEAP" or "the Program" or "the grant"). The Program is administered by the California Homeless Coordinating and Financing Council ("Council") in the Business, Consumer Services and Housing Agency ("Agency"). HEAP provides one-time flexible block grant funds to Administrative Entities as defined in the September 5, 2018 HEAP Notice of Funding Availability (NOFA) and Large Cities to address their immediate homelessness challenges. This Standard Agreement along with all its exhibits ("Agreement") is entered into by the Agency and an Administrative Entity or Large City ("Contractor") under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Contractor agrees to comply with the terms and conditions of the Agreement, the Notice of Funding Availability ("NOFA") under which the Contractor applied, the representations contained in the Contractor's application, and the requirements of the authority cited above. 2. Purpos® The general purpose of the Program is to provide one-time block grant funding to address the immediate emergency needs of homeless individuals and individuals at imminent risk of homelessness in the service area of each Contractor. In accordance with the authority cited above, an application was made by the Contractor for HEAP funds to be allocated for eligible uses under the grant, which include, but are not limited to, the following: services, rental assistance or subsidies, capital improvements and homeless youth activities. 3. Definitions Terms herein shall have the same meaning as the definitions set forth in the HEAP NOFA. 4. Scope of Work The Scope of Work ("Work") for this Agreement shall include one-time uses that are consistent with Chapter 5 (commencing with Section 50210) of Part 1 of Division 31 of the Health and Safety Code, and all other relevant provisions established under SB 850 (Chapter 48, Statutes of 2018), for eligible uses, which include, but are not limited to, one or more of the following: Homeless Emergency Aid Program Contractor's Initials NOFA Date: 09105/2018 City of Santa Ana 18-HEAP-00007 Page 2 of 3 Standard Agreement EXHIBIT A A. Services, B. Rental Assistance or Subsidies, C. Capital Improvements, D. Homeless Youth Set -Aside, E. Administrative Costs, and F. Other 4. Agency Contract Coordinator The Agency's Contract Coordinator for this Agreement is the Council's HEAP Grant Manager or the Grant Manager's designee. Unless otherwise Instructed, any notice, report, or other communication requiring Contractor signature for this Agreement shall be mailed by first class mail to the Agency Contract Coordinator at the following address: Business, Consumer Services and Housing Agency Attn: Homeless Emergency Aid Program Grant Manager 915 Capitol Mall, Suite 350-A Sacramento, CA 95814 5. Contractor's Contract Coordinator The Contractor's Contract Coordinator ("Authorized Representative") for this Agreement is listed below. Unless otherwise informed, any notice, report or other communication required by this Agreement will be mailed by first class mail to the Contractor's Contract Coordinator at the following address: Contractor's Hafsa Kaka, Authorized Homeless Services Manager Representative Name: 20 Civic Center Plaza, M-26 Address: Santa Ana, CA 92701 Phone: (714) 640-4245 Email: Hkaka@santa-ana.org Homeless Emergency Ald Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Page 3 of 3 Standard Agreement EXHIBIT A ti. Effective Date. Term of Agreement and Deadlines A. This Agreement is effective upon approval by the Agency (indicated by the signature provided by Agency in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties. B. All HEAP grant funds must be at least fifty percent contractually obligated by January 1, 2020. One hundred percent of Program funds must be expended by June 30, 2021, Any funds not expended by that date shall be returned to the Agency and will revert to the General Fund (See Health and Safety Code Section 50215). 7. Speoial Conditions Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure the goals of the Program are achieved. Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-oo007 Standard Agreement Page 1 of 3 EXHIBIT B iBUO{3ET B3E1 AIL AN® PAYMENT PROVISIONS Momeless Emer enc Aid Pro rant HEAP 1. BuB�Detail The Contractor agrees that HEAP funds shall be expended on one-time uses that address immediate homelessness challenges. Consistent with the application submitted by the Contractor on September 28, 2018, the Business, Consumer Services and Housing Agency ("Agency") shall award funds in the form of a grant for the following eligible activities: A. Capital improvements: $3,321,797.26 B. Services: $0.00 C. Rental Assistance or Subsidies: $0.00 D. Nameless Youth Set -Aside: $184,544.29 E. Administrative Costs: $184,544.29 F. Other: $0.00 Total HEAP Award Amount: $3,690,885.84 2. General Conditions Prior to Oesbursement General Requirements -- All Contractors must submit the following forms prior to HEAP funds being released: A. Request for Funds Form (RFF), B. Four original copies of the signed STD. 213 form and initialed Exhibits A through D, and C. Any other documents, certifications, or evidence requested by Agency as part of the HEAP application. 3. Expenditure of Funds Specific requirements and deadlines for contractually obligating and expending awarded funds are defined in the HEAP statutes. Health and Safety Code Sections 60214 and 50215 mandate the following: A. No more than five (5) percent of HEAP funds may be used for administrative costs related to the execution of eligible activities. B. No less than five (5) percent of HEAP funds shall be used to establish or expand services meeting the needs of homeless youth or youth at risk of homelessness. C. No less than 50 percent of HEAP funds shall be contractually obligated by January 1, 2020. D. One hundred percent of HEAP funds shall be expended by June 30, 2021. Homeless Emergency Aid Program Contractor's Initials NOFA Date: 09/05/2018 . City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 3 EXHIBIT B E. Any funds not expended by June 30, 2021 shall be returned to Agency and will revert to the General Fund, Homeless .Coordinating and Financing Council ("Council") staff will provide ongoing technical assistance and training to support Contractors in successfully complying with these requirements and deadlines. HEAP funds may not be obligated and expended prior to the effective date of this Agreement or prior to Contractor's receipt of HEAP funds, whichever date is later, even if it is for an eligible use under the statute, Program funds shall be expended in compliance with the requirements set forth in Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other relevant provisions established under SB 860, the NOFA, and this Agreement. 4. Disbursement of Funds HEAP funds will be_disbursed to the Contractor upon receipt, review and approval of the completed RFF by Agency, which will then forward the RFF to the State Controller's Office ("SCO") for a check to be issued. The RFF must include the proposed activities and amount of funds proposed for expenditure under each eligible use. HEAP funds will be disbursed in a single allocation once the RFF has been received by the SCO, 6. Budget Changes After the effective date of this Agreement, the Contractor agrees that no changes shall be made to the Contractor's HEAP budget, funded homeless service providers ("subrecipients"), or eligible activities listed in the RFF without first obtaining approval from Agency, Any changes to this Agreement must be requested by the Contractor in writing through submission of a Change Request Form. Changes must be approved in writing by Agency. 6. ineligible Costs HEAP funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in Health and Safety Code Section 50214, Agency reserves the right to request additional information and clarification to determine the reasonableness and eligibility of all costs to be paid with funds made available by this Agreement. If the Contractor or its funded subrecipients use HEAP funds to pay for ineligible activities, the Contractor shall be required to reimburse these funds to Agency. Homeless Emergency Aid Program NOFA Date: 09/06/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 3 of 3 EXHIBIT B A. An expenditure which is not authorized by this Agreement, or which cannot be. adequately documented, shall be disallowed and must be reimbursed to Agency by the Contractor. B. Expenditures for activities not described in Exhibit A or Paragraph 1 above shall be deemed authorized if the activities are consistent with Health and Safety Code Section 50214 and such activities are included in the approved RFF or are approved in writing by Agency prior to the expenditure of funds for those activities. C, Agency, at its sole and reasonable discretion, shall make the final determination regarding the allowability of expenditures of HEAP funds. D. Program funds shall not be used for overhead or planning activities, including Homeless Management Information Systems or Homelessness Plans. 7. Administrative Costs The Contractor must comply with Health and Safety Code Section 50214, which limits administrative costs related to the execution of eligible activities to no more than five percent of HEAP funds. For purposes of this Program, "administrative costs" does not include staff costs directly related to carrying out the eligible activities described in Paragraph 1 of this Exhibit. Homeless Emergency Aid Program NOF.A Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 1 of 9 EXHIBIT C TERMS AND CONDITIONS Homeless Emernenav Aid Program fHEAPI 1. Effective Date Commencement of Work and Completion Dates A. This Agreement is effective upon approval by Agency, which is indicated by the signature provided by Agency in the lower left-hand corner of page one, Standard Agreement, STD. 213, when signed by all parties. Contractor agrees that the work shall not commence, nor any costs to be paid with HEAP funds be incurred or obligated by any party, prior to execution of this Agreement by Agency and the Contractor, or prior to Contractor's receipt of HEAP funds, whichever date is later. Contractor agrees that the work shall be completed by the expenditure date specified in Exhibit A, Paragraph 6. B. Contractor must contractually obligate no less than 50 percent of HEAP funds by January 1, 2020, One hundred percent of HEAP funds shall be expended by June 30, 2021. Any funds not expended by June 30, 2021 shall be returned to Agency and revert to the General Fund. "Obligate" means that the Contractor has placed orders, awarded contracts, received services, or entered similar transactions that require payment from the grant amount. In the case of an award made to a general purpose local government that subcontracts with private nonprofit organizations via letters of awards and Service Provider Agreements, the Subcontractors are required to obligate the funds by the same statutory deadlines. "Expended" means all HEAP funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. C. Contractor and its Subcontractors agree that the work shall be completed by the expiration date specified in Exhibit A, Paragraph 6 and that the Scope of. Work will be provided for the full term of this Agreement. 2. Sufficiency of Funds and Termination A. Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Contractor. Cause shall consist of: violations of any terms or conditions of this Agreement, or any breach of contract as described in Paragraph 7; violation of any Federal or. State Laws or. Regulations; or withdrawal of Agency's expenditure authority.. Upon termination of this Agreement, unless otherwise approved in writing by Agency, any unexpended funds received by the Contractor shall be returned to Agency within thirty days of the Notice of Termination. B. This Agreement is valid and enforceable only if sufficient funds are made available to Agency by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other Homeless Emergency Aid Program Contractor's Initials,. NOFA Date: 09/06/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 2 of 9 EXHIBIT C laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner, 3. Transfers Contractor may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except with the prior written approval of Agency and a formal amendment to this Agreement to affect such subcontract .or novation. 4. Contractor's Application for Funds Contractor has submitted to Agency an application for HEAP funds to provide urgently needed emergency assistance to homeless people in communities with a declared shelter crisis or applicable waiver'as authorized by Health and Safety Code Section 50212(b). Agency is entering Into this Agreement on the basis of, and in substantial reliance upon, Contractor's facts, information, assertions and representations contained in that Application, and in any subsequent modifications or additions thereto approved by Agency. The Application and any approved modifications and additions thereto are hereby incorporated Into this Agreement. Contractor warrants that all information, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of Contractor's knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect Agency approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Agency may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof, 5. Report!na/Audits A. The Contractor shall submit an annual report to Agency on forms provided by Agency, by January 1, 2020 and January 1, 2021. If the Contractor fails to provide such documentation, Agency may disencumber any portion of the amount authorized by this Agreement with a 14-day written notification. The Contractor shall also submit a final report by September 30, 2021, B. The annual report shall contain a detailed report containing the following: 1. Amounts awarded to subrecipients with activity(ies) identified. 2. Contract expenditures. 3. Unduplicated number of homeless persons or persons at imminent risk of homelessness served. Homeless Emergency Ald Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 3 of 9 EXHIBIT C 4. Number of instances of service (defined in September 5, 2018 HEAP NOFA. 5, Increases in capacity for new and existing programs. 6. The number of unsheitered homeless persons becoming sheltered. 7. The number of homeless persons entering permanent housing. Breakdowns will be expected for each activity (i,e. services, capital improvements, rental assistance, etc.) and program type (i.e. emergency shelter, rapid re -housing, outreach, etc.) for the supplemental reporting requirements listed above, when applicable. The same information will also be requested specifically for the following subpopulations, based on priorities defined by the U.S. Department of Housing and Urban Development (HUD): 1. Chronically homeless 2. Homeless veterans 3. Unaccompanied homeless youth 4. Homeless persons in families with children Counts by subpopulation will not be required in cases where that information is unavailable, but it is expected in cases where client information is entered in a Homeless Management Information System (HMIS). Additional breakdowns for other subgroups (e.g. race, ethnicity, disability status, etc.) are optional, if the Contractor chooses to include them. The Contractor will also be asked to comment on the following: 1. Progress made toward local homelessness goals. 2. The alignment between HEAP funding priorities and "Housing First" principles adopted by the Homeless Coordinating and Financing Council 3. Any other effects from HEAP funding that the CoC or large city would like to share (optional). C. Agency reserves the right to perform or cause to be performed a financial audit. At Agency request, the Contractor shall provide, at its own expense, a financial audit prepared by a certified public accountant. HEAP administrative funds maybe used to fund this expense. 1, If a financial audit is required by Agency, the audit shall be performed by an independent certified public accountant. 2. The Contractor shall notify Agency of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by Agency to the independent auditor's working papers. 3. The Contractor is responsible for the completion of audits and all costs of preparing audits. 4. If there are audit findings, the Contractor must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of the Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 4 of 9 EXHIBIT C audit finding report. 6. Retention and inspection of Records A. The Contractor agrees that Agency or its designee shall have the right to review, obtain, and copy all records and .supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide Agency or its designee, with any relevant information requested. The Contractor agrees to permit Agency or its designee access to its premises, upon reasonable notice, during normal business hours forthe purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other materials that may be relevant to a matter under investigation for the purpose of determining compliance with the Chapter 5 of Part 1 of Division 31 of the Health and Safety Code and all other applicable requirements established under SB 850, HEAP program guidance document published on the website, and this Agreement. B. The Contractor further agrees to retain all records described in Paragraph A for a minimum period of five (5) years after the termination of this Agreement. 1. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it. 7. Breach and Remedies A. The following shall each constitute a breach of this Agreement: 1. Contractor's failure to comply with the terms or conditions of this Agreement. 2. Use of, or permitting the use of, HEAP funds provided under this Agreement for any ineligible. activities. 3. Any failure to comply with the deadlines set forth in this Agreement. B. In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement, Agency may: 1. Bar the Contractor from applying for future HEAP funds; 2. Revoke any other existing HEAP award(s) to the Contractor; 3. Require the return of any unexpended HEAP funds disbursed under this Agreement; 4. Require repayment of HEAP funds disbursed and expended under this Agreement; 5. Require the immediate return to Agency of all funds derived from the use of HEAP funds including, but not limited to recaptured funds and returned funds; Homeless Emergency Aid Program NOPA Date: 09/06/2018 City of Santa Ana 18-HEAP-00007 Page 5 of 9 Standard Agreement EXHIBIT C 6. Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with HEAP requirements; and 7, Seek such other remedies as may be available under this Agreement or any law. 8. All remedies available to Agency are cumulative and not exclusive. 9. Agency may give written notice to the Contractor to cure the breach or violation within a period of not less than 15 days. 8. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of Agency to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce these provisions, 9. Nondiscrimination During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Contractors and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor or subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Cade section12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the Califomia Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 10. Conflict of Interest All participants are subject to State and Federal conflict of interest laws. Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Applicable statutes include, but are not Homeless Emergency Aid Program NOFA Date: 09105/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 6 of 9 EXHIBIT C limited to, Government Code section 1090 and Public Contract Code, sections 10410 and 10411, for State conflict of interest requirements. A. Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent contractor with any State agency to provide goods or services. B. Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision -making process relevant to the contract while employed in any capacity by any State. agency. For the twelve-month period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy -making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. C. Employees of the Contractor: Employees of the Contractor shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the California Political Reform Act, Government Code section 87100 et seq. 11: Drug -Free Workplace Certification Certification of Compliance: By signing this Agreement, Contractor, and its subcontractors, hereby certify, under penalty �of perjury under the laws of State of California, compliance with the requirements of the Drug -Free Workplace Act of 1990 (Government Code 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions: A. Publish a statement notifying employees and subcontractors that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, contractors, or subcontractors for violations, as required by Government Code section 8355(a)(1). B. Establish a Drug -Free Awareness Program, as required by Government Code section 8355(a)(2) to inform employees, contractors, or subcontractors about all of the following: 1. The dangers of drug abuse in the workplace, Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 7 of 9 EXHIBIT C 2. Contractor's policy of maintaining a drug -free workplace, 3, Any available counseling, rehabilitation, and employee assistance programs, and 4. Penalties that may be imposed upon employees, contractors, and subcontractors for drug abuse violations. C, Provide, as required by Government Code section 8355(a)(3), that every employee and/or subcontractor who works under this Agreement: 1. Will receive a copy of Contractor's drug -free policy statement, and 2. Will agree to abide by terms of Contractor's condition of employment or subcontract. 12. Child Support Compliance Act For any Contract Agreement in excess of $100,000, the Contractor acknowledges in accordance with Public Contract Code 7110, that: A. The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and B. The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 13. Special Conditions — Contractors/Subaantractor The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Agency prior to disbursement of funds. The Contractor shall ensure that all Subcontractors are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HEAP funds. Failure to comply with these conditions may result in termination of this Agreement. A. The Agreement between the Contractor and any Subcontractor shall require the Contractor and its Subcontractors, if any, to: 1. Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. 2. Maintain at least th,e minimum State -required worker's compensation for those employees who will perform the work or any part of it. Homeless Emergency Aid Program NOFA Date: 09/05/2018 City of Santa Ana 18-HEAP-00007 Standard Agreement Page 8 of 9 . EXHIBIT C 3. Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Contractor or any Subcontractor in performing the Work or any part of it. 4. Agree to include all the terms of this Agreement in each subcontract. 14. Compliance with State and Federal Laws Rules Guidelines and Regulations The Contractor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the HEAP program, the Contractor, its Subcontractors, and all eligible activities. Contractor shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Contractor shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Contractor shall provide copies of permits and approvals to Agency upon request. 15. Inspections A. Contractor shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal. State and/or local requirements, and this Agreement. B. Agency reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable Federal, State and/or local requirements, and this Agreement. C. Contractor agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient or Subcontractor until it is corrected. 16. Liticfation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Agency, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. Homeless Emergency Ald Program NOFA Date: 09/05/2018 City of Santa Ana t B-HEAP-00007 Standard Agreement Page 9of9 EXHIBIT C B. The Contractor shall notify Agency immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or Agency, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Agency, Homelesa Emergency Aid Program NOFA Date; 09/06/2018 City of Santa Ana 18-HEAP-00007 Page 1 of 1 Standard Agreement Exhibit D SPECIAL TERMS AND CONDITIONS Homeless EmeraensYAid Program (HEAP All proceeds from any interest -bearing account established by the Contractor for the deposit of HEAP funds, along with any interest -bearing accounts opened by Subrecipients to the Contractor for the deposit of HEAP funds, must be used for HEAP -eligible activities. Consistent with Health and Safety Code Section 50214 (b), no more than five (5) percent of these proceeds may be used for general administrative purposes. At least five (5) percent of these proceeds must be allocated to establishing or expanding services for homeless youth, as defined in HEAP Program documents. 2. Any housing -related activities funded with HEAP funds, including but not limited to, emergency shelter, rapid -rehousing, rental assistance, transitional housing and permanent supportive housing must be in compliance or otherwise aligned with the Core Components of Housing First, pursuant to Welfare and Institution Code Section 8255(b). Homeless Emergency Aid Program Contractor's Initials NOFA Date: 09/05/2018 mgllally signed by Frandne R. Francine R. Villareal vina,aal Date: 2021 A2.0910:Ra 1 o8oa' BUILIND-03 KSHULTENBURG `A� o CERTIFICATE OF LIABILITY INSURANCE DATE 213/2021 21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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 endorsements). PRODUCER License#OC88587 CDS Insurance Services 2001 E. Financial Way, Suite 200 Glendora, CA 91741 TACT Kimberly Shultenburg PHONEE FAx A/c, No, Eat): (626) 610-9516 AIC, No): VoAIESS: kimberlys@cdsinsurance.com INSURERS AFFORDING COVERAGE NAIC 0 INSURER A: Travelers Ind Co of CT 25682 INSURED Shelter Providers of Orange County DBA: HomeAid Orange County INSURER B:Travelers Pro Cas Co of America 25674 INSURER c: State Compensation Ins. Fund 35076 INSURER D : 17192 Murphy Ave., #14445 INSURER E : Irvine, CA 92623 INSURER F: COVERAGES CERTIFICATE NUMBER: 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. IL SR TYPE OF INSURANCE ADDLSUBR p we POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Y-660-506D7877-TCT-20 12/1/2020 12/112021 EACH OCCURRENCE $ 1,000,000 DAMAGETORENTED E SES a oc 300,000 5,000 GEN'L X MED EXP An ane ersan PERSONAL &ADV INJURY Excluded AGGREGATE LIMIT APPLIES PER: POLICY❑YE0 D LOG OTHER: GENERAL AGGREGATE 2,000,000 PRODUCTS - COMP/OP AGG 21000,000 A AUTOMOBILE JxANY LIABILITY AUTO OWNED SAUTOS CHEDULED OWNS ONLY ICHEDU AUTOS ONLY X AUUTNOOS ONLY BA-11-302926.20-14-13 1211/2020 12/112021 COeBINED SINGLE LIMIT Iden)$ 1,000,000 BODILY INJURY Per arson $ BODILY INJURY Per accident $ f a0P.ER ant AMAGE $ B X UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE EX-8J573284.20.43 12/1/2020 121112021 EACH OCCURRENCE $ 5,000,000 AGGREGATE 5,000,000 DEC X RETENTION$ D C AND EMPLOYERS' �ER9ELIABILOIP/ YIN A0 FFIPRRORPRIETORIPARTNERIEXECUTIVE `ManEatory In NH)EXCLUOEO'! (DESCRIPTION OF OPERATIONS below NIA 9147184.20 11/1/2020 111112021 X STAT OTRH- EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE CA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Santa Ana, its officers, employees, agents, volunteers & representatives are named as Additional Insured on the General Liability with respects to the operations of the named insrued per the attached endorsement form CG 04 1104 08. Insurance is primary and non-contributory per attached policy form CG T1 00 02 19. City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92701 ACORD 25 (2016103) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CA C rJAg ©1988-2015 ACORD The ACORD name and logo are registered marks of ACORD �a^s NMMAn9�Elaem VMBIOR i REVIEwm&APPROVEDBY: al' `� fllsk Management Malys[ COMMERCIAL GENERAL LIABILITY POLICY NUMBER:, Y-660-506D7877-TCT-20 ISSUE DATE: 12/1/20$0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(e) or Organizatlon(s): "ANY PERSON OR ORGANIZATION YOU ARE REQUIRED TO INCLUDE AS AN ADDITIONAL INSURED ON THIS POLICY BY A WRITTEN CONTRACT OR WRITTEN AGRENT IN EFFECT DURING THIS POLICY PERIOD AND SIGNED AND EXECUTED BY YOU PRIOR TO THE LOSS FOR WHICH COVERAGE IS S000RT.e Section II — Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily Injury", "property damage", "personal Injury" or "advertising Injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 04 1104 08 02008 The Travelers Companies, Inc. Indudes the copyrighted material of Insurance services Office, Inc. with its permission. pane 1 Af 1 Rlwec&genatE EDGY: gREviEvr>:o&AP,P,IRlO��Vpp®BYyy: qi t" {'M�i+Pdnf p, Va1.1lviC�6G Risk Management Analyst I Policy No. Y-660-506D7877-TCT-20 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Jd. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree In a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non - Contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily Injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury' for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 6. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium Is a deposit premium only. At the close of each audit period we will compute the earned premium for that pedod and send notice to the first Named Insured. The due date for audit and retrospective premiums Is the date shown as the due date on the bill, If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office, Inc, Wth Its permission. a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nomenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this Insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against wham claim is made or"suif' is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters, For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered edico A.„,, Risk M.nagmune Divlelat �1 REVIEWED ♦a APPRGV®aY. �= Risk Managelmnt Analyst Policy No. Y-660-506D7877-TCT-20 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions A. Cancellation during the policy period and up to three years 1. The first Named Insured shown in the Decla- afterward. rations may cancel this policy by mailing or D. Inspections And Surveys delivering to us advance written notice of 1. We have the right to: cancellation. 2. We may cancel this policy or any Coverage a. Make inspections and surveys at any time; Part by mailing or delivering to the first Named Insured written notice of cancellation b. Give you reports on the conditions we at least: find; and a. 10 days before the effective date of can- c. Recommend changes. cellation if we cancel for nonpayment of 2. We are not obligated to make any inspec- premium; or tions, surveys, reports or recommendations b. 30 days before the effective date of can- and any such actions we do undertake relate cellation if we cancel for any other rea- only to insurability and the premiums to be son. charged. We do not make safety inspections. We do not undertake to perform the duty of 3. We will mail or deliver our notice to the first any person or organization to provide for the Named Insured's last mailing address known health or safety of workers or the public. And to us. we do not warrant that conditions: 4. Notice of cancellation will state the effective a. Are safe or healthful; or date of cancellation. If the policy is cancelled, that date will become the end of the policy b. Comply with laws, regulations, codes or period. If a Coverage Part is cancelled, that standards. date will become the end of the policy period 3. Paragraphs 1. and 2. of this condition apply as respects that Coverage Part only. not only to us, but also to any rating, advi- 6. If this policy or any Coverage Part is can- sory, rate service or similar organization celled, we will send the first Named Insured which makes insurance inspections, surveys, any premium refund due. If we cancel, the re- reports or recommendations. fund will be pro rats. If the first Named In- 4. Paragraph 2. of this condition does not apply sured cancels, the refund may be less than to any inspections, surveys, reports or rec- pro rats. The cancellation will be effective ommendations we may make relative to certi- even if we have not made or offered a re- fication, under state or municipal statutes, or - fund. dinances or regulations, of boilers, pressure 6. If notice is mailed, proof of mailing will be vessels or elevators. sufficient proof of notice. E. Premiums B. Changes 1. The first Named Insured shown in the Decla- This policy contains all the agreements between rations: you and us concerning the insurance afforded. a. Is responsible for the payment of all pre - The first Named Insured shown in the Declara- miums; and tions is authorized to make changes in the terms b, Will be the payee for any return premi- of this policy with our consent. This policy's terms can be amended or waived only by endorsement ums we pay. issued by us as part of this policy. 2. We compute all premiums for this policy in C. Examination Of Your Books And Records accordance with our rules, rates, rating plans, premiums and minimum premiums. The pre - We may examine and audit your books and mium shown in the Declarations was com- records as they relate to this policy at any time puted based on rates and rules in effect at IL TO 01 0107 (Rev. 09-18) Includes the copyrighted material of Insurance Services Office, Inc. with its permit WckMansgemeaEDivielon aEVIMM APPROVm BY: - Risk Management Analyst the time the policy was issued. On each re- newal continuation or anniversary of the ef- fective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. F. Transfer Of Your Rights And Duties Under acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary cus- tody of your property will have your rights and duties but only with respect to that property. This Policy G. Equipment Breakdown Equivalent to Boiler Your rights and duties under this policy may not and Machinery be transferred without our written consent except On the Common Policy Declarations, the term in the case of death of an individual named in- Equipment Breakdown is understood to mean sured. and include Boiler and Machinery and the term If you die, your rights and duties will be trans- Boiler and Machinery is understood to mean and ferred to your legal representative but only while include Equipment Breakdown. This policy consists of the Common Policy Declarations and the Coverage Parts and endorsements listed in that declarations form. In return for payment of the premium, we agree with the Named Insured to provide the insurance afforded by a Coverage Part forming part of this policy. That insurance will be provided by the company indicated as insuring company in the Common Policy Declarations by the abbreviation of its name opposite that Coverage Part. One of the companies listed below (each a stock company) has executed this policy, and this policy is counter- signed by the officers listed below: The Travelers Indemnity Company (IND) The Phoenix Insurance Company (PHX) The Charter Oak Fire Insurance Company (COF) Travelers Property Casualty Company of America (TIL) The Travelers Indemnity Company of Connecticut (TCT) The Travelers Indemnity Company of America (TIA) Travelers Casualty Insurance Company of America (ACJ) lti � %J Secretary President Page 2 of 2 Includes the copyrighted material of Insurance Services Office, Inc. with Its permission. 11 x RI®kMwugementl)[Walon Y 2 REMEWE�&pApra'Rwem 9r. MAN Andlys[