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HomeMy WebLinkAboutHOME AIDIN.__,,,,AE ON FILE JUL 1 3 2021 UNuL INSURANCEMAINN-2021-146 I I •01 .71 CLERK OF COUNCIL DAT€: HOMELESS HOUSING, ASSISTANCE AND PREVENTION SUBCONTRACTOR AGREEMENT BETWEEN THE CITY OF SANTA ANA AND HOMEAID ORANGE COUNTY THIS GRANT AGREEMENT ("HHAP Agreement"), is hereby made and entered into this June 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, Inc., d.b.a. HomeAid Orange County, a California nonprofit organization ("Subcontractor"). RECITALS: A. Pursuant to Chapter 6 (commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code (Added by Stats.2019, c. 159 (A.B. 101), Section 10, eff. July 31. 2019), the State of California has established the Homeless Housing, Assistance and Prevention Program ("HHAP"). HHAP is administered by the California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. HHAP provides one-time flexible block grant funds to continuums of care, large cities (population of 300,000+) and counties as defined in the December 6, 2019 HHAP Notice of Funding Availability to support regional coordination and expand or develop local capacity to address immediate homelessness challenges informed by a best -practices framework focused on moving homeless individuals and families into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. B. Contractor is the recipient of HHAP funds from the State of California. In 2020, Contractor entered into Agreement Number 20-HHAP-00019 with the State of California receiving and recognizing $8,422,162.84 in HHAP grant funds to be used by Contractor to address immediate homeless challenges ("State HHAP Agreement"). A true and correct copy of the State HHAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. C. Subcontractor has been made aware of the State HHAP Agreement and agrees to comply with all the conditions of the State HHAP Agreement and the applicable State requirements governing the use of HHAP grant funds. D. Contractor previously entered into Homeless Emergency Aid Program ("HEAP") Agreement No. N-2021-030 with 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"). Contractor will continue the Program, but needs to change the funding source for the Program. Accordingly, Contractor hereby terminates the HEAP Agreement and replaces the funding of the Program with this HHAP Agreement. E. Contractor now approves the provision of HHAP grant funds to Subcontractor in an amount not to exceed $41,937.50, to be used for the Program. Subcontractor represents that it has the requisite qualifications, expertise, and experience in the provision of the Program and is willing to use said HHAP grant funds to operate said Program. G. This HHAP Agreement is contingent upon the award of HHAP 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 HHAP Agreement for the expenditure and utilization of said HHAP funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HHAP Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HHAP Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HHAP 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, 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. 2. TERM This HHAP Agreement shall take effect on the date first written above and shall terminate on December 31, 2021, unless otherwise cancelled or modified according to the terms of this HHAP Agreement. This HHAP Agreement shall also cover any and all services provided by the Subcontractor to the Contractor since the date the HHAP Funds were awarded to the CITY. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $8,422,162.84 in HHAP grant funds from the State of California to be expended by June 30, 2025. Contractor agrees to pay to Subcontractor when, if and to the extent State HHAP grant funds are received a sum not to exceed $41,937.50 for Subcontractor's performance of the Program through the term of this HHAP Agreement. 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"' 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 such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this HHAP Agreement and that the Subcontractor is in compliance with the terms and conditions of this HHAP Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty -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 HHAP Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said HHAP Program only. Said amounts shall include and will be limited to the operation of a Homeless Navigation Center and Recuperative Care Facility only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HHAP 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 HHAP Agreement. 4. STATE HHAP AGREEMENT A. Contractor entered into State HHAP Agreement Number 20-HHAP-00019 with the State of California receiving and recognizing $8,422,162.84 in HHAP grant funds to be used by Contractor to address immediate homeless challenges. A true and correct copy of the State HHAP Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State HHAP Agreement and agrees to comply with all the conditions of the State HHAP Agreement and the applicable State requirements governing the use of HHAP grant funds. B. Pursuant to the State HHAP Agreement, Subcontractor is required to: 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 HHAP Agreement in each subcontract. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this HHAP Agreement, be construed to be an independent contractor and not an employee of the Contractor. This HHAP 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 HHAP 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 HHAP 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 HHAP 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 HHAP 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 HHAP Agreement shall be at Contractor's sole risk. 7. INSURANCE Prior to undertaking performance of work under this HHAP 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 III-IAP 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 a 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 (c) 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. 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 HHAP 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: i. Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this HHAP Agreement. ii. Certificates of insurance shall be furnished to the Contractor upon execution of this HHAP 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 HHAP Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the HHAP Agreement. V. Subcontractor shall supply Contractor with a fully executed additional insured endorsement. f. 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 HHAP Agreement. Such termination shall not affect 5 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, contractors, special counsel, and representatives from liability: (1) 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 HHAP Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this HHAP Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this HHAP Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this HHAP Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this HHAP 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. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this HHAP Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HHAP 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 HHAP 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 HHAP Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HHAP Agreement for a period of three (3) years from the date of final payment to Subcontractor under this HHAP Agreement. 10. 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 HHAP 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 HHAP 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. 11. 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 HHAP Agreement. 12. NON-DISCRIMINATION During the performance of this HHAP Agreement, Subcontractor and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Subcontractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Subcontractor and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code section 12900, et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, section 11000, et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code sections 11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Subcontractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, account, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Subcontractor and its subcontractors shall give written notice of their obligations under this clause to labor 7 organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, section 11105.) 13. EXCLUSIVITY AND AMENDMENT This HHAP Agreement and the State HHAP 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 HHAP Agreement and the State HHAP Agreement, the terms of the State HHAP Agreement shall prevail. This HHAP 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 HHAP 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. 14. ASSIGNMENT Inasmuch as this HHAP 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 HHAP Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HHAP Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 15. TERMINATION This HHAP Agreement may be terminated by the Contractor 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 as of 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 HHAP Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this HHAP Agreement shall be effective unless it is in writing and 8 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. 17. JURISDICTION -VENUE This HHAP 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 HHAP 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 HHAP Agreement. 18. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this HHAP 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 HHAP Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HHAP 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 Service Manager City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org SUBRECIPIENT: Gina R. Scott Executive Director HomeAid Orange County 1 t30 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. 20. 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 HHAP 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 HHAP Agreement. {Signatures on following page} 10 N-2021-146 IN WITNESS WHEREOF, the parties hereto have executed this HHAP Agreement on the date and year first written above. ATTEST / DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. ARVALHO City A 35I RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency 11 CITY OF SANTA ANA KRI TINE RIDGE CityManager Shelter Providers of Orange County, Inc., d.b.a. HomJeAiiddOOrranggee County Name: Gina R. Scott Title: Executive Director EXHIBIT A STATE HHAP AGREEMENT NUMBER 20-HHAP-00019 12 DNIlaOPNeed by hanclno n. Francine R. Villareal''•vigaree Date! 1011M.011e53a1 Web' 13UILIND-03 KSHULTENBURG F'1114. `'' CERTIFICATE OF LIABILITY INSURANCE DAT2131202YYYY) 213/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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(ft AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSUREID, the poHoy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IB WAIVEb, 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 Suoh endorsements). PRODUCER License#OC88587 �Acr Kimberly Shultenburg COS Insurance Services PHONE p % 2001 E. Financial Way, Suite 200 Alc, No, eat. 626 $10.9516 Glendora, CA 91741 fAMk...kimbPrlys@cdsinsurance.com INSURER(S)AFFORDINO COVERAGE NAI 0 sURM A r Travelers Ind Co of CT 25682 INSURED INSURER9:Trayelers Prop Cas Co of America 25674 Shelter Providers of Orange County DBA: HomeAld Orange County INSURE :State Compensation Ins. Fund 35076 17192 Murphy Ave.,#14445 INSURERS: Irvine, CA 02623 INSURER E : INSURER F: --__ __..... ._..._. .sue..• __ MOVIRIVn RUNR9CK' 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. ILT.NSR TYPEOFINSURANCE ADDL o BUSH Me POLICYNUMSER POLICY EFF POLICY E%P 121112021 LIMITS A _ X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE occuR --- -860.50607877-TCT•20 1211/2020 EACH OCCURRENCE $ 11000,000 MED EXP(Anyone passund 01000 5,000 GEN'LAGOREGATE X PERSONAL&ADVINJURY Excluded LIMIT AP UES PER: POLICY ❑ jECT LOU OTHER: G NERALAGGREG TE 21000,000 P OQUGTS-COMPlOP G 2,000,000 A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCFFIEDULED AILTEO$ONLY ApUt1L08W AUTOS ONLY X AUTUMMEY BA-1L302926.20-14-0 12/112020 12/112021 OM DINED SINGLELIMIT Ea aoeld $ 1,000,000 BODILY INJURY (par erwn �_ RO�DILYRIryNJURYPerccldent PeOflpaclrl AMAOE $ B X UMBRELLA UAB E%CE39 L(AB X OCCUR CLAIMS -MADE EX•BJ573284.20.43 12/112020 121112021 EACH OCCURRENCE 6,000,000 A REGA7E 5,000,000 DIED I X I RETENTI(N$ D C We rERSCOMPE�ISATION AND EMPLOYRRS' (ABILITY Y AppNYCCPRRROPRIETO�W�PARTNEFWNECUTIVC `ManUelo/ty In NH) EXCLUDES? Y IOESG Or'1ION OFOPERATION3 1 - NIA 9147184.20 111112020 111112021 X gTgT OTH" E.L EACH ACCIDENT 1,060.000 CL. . DISEASE -EAEMPLOYE $ 1,000,000 E.L. DISEASE-POL POLICY rf 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (A CORD W 1, Additional Remarks Schedule, may be attached If mare space Isrequired) City of Santa Ana, Its officers, employees, agents, VOlunteers & representatives Oro named as Additional Insured on the General Liability with respects to the operations of the named Insrued per the aftached endorsement form CG D4 1104 08. Insurance is primary and non-contributory per attached policy form CG T1 00 02 19. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management Divislon ACCORDANCE WITH THE POLICY PROVISIONS, 20 Civic Center Plaza, 4th Floor — Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE �,Qp � �(g RhkMsnagxmenfDM9m 1-A A.kf.+J.. l(J .1/.%1t. - REVIC-WED&APPROVEDBY: ACORD 26 (2016J03) 01988-2015 ACORD C 1 gA1 The ACORD name and logo are registered marks of ACORD Risk Management Analyst COMMERCIAL GENERAL LIABILITY POLICY NUMBER:, Y-660-506D.7877-TCT-20 ISSUE DATE; 12/1/20g0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE REAWT 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(s) or OrganIzatlan(s): "ANY PERSON OR ORGANIZATION YOU ARE REQUIRED TO INCLUDE AS AN ADDITIONAL INSURED ON TRIO POLICY BY A WRITTEN CONTRACT OR WRITTEN AGREEMENT IN EPPECT DURING THIS POLICY PERIOD ADD SIGNED AND EXECUTED BY YOU PRIOR TO THE LOSS FOR WRICE COVERAGE IS SOUGHT." Section 11 W Who Is An Insured to amended to Include Be an additional Insured the person(s) or organizatlon(s) shown in the Schedule, but only with respect to liability for "bodily Injury', "property damage", "personal Injury" or "advartlaing Injury" caused, In whole or In pan, by your acts or omisslons or the acts or ornlealons of those acting on your behalf: A. In the performance of your ongoing opora0ons; or S. In connection with your promises owned by or rented to you, 0004110400 62008The Travelers Companies, Ina. Indudes the copyrighted material of Insurance Services Office, Ina. with its permission. pans, 1 of 1 Rle cMsnagsmwlE DhMimt R REVIEWED 6 APPROVED BY. Rise Management .Nlalytt Policy NO. Y-660-606D7877-TCT-20 COMMERCIAL GENERAL LIABILITY c, Method Of sharing a. The statements in the Declarations are If all of the other Insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable limit of insurance or none of the loss remains, c. We have issued this policy in reliance upon 41chever comes first. your representation. If any of the other insurance does not permit The unintentional omission of, or unintentional error In, any information provided by you which we rolled oontrlbutlon by equal shares, we will contribute by limits. Under this method, each insurer's upon in Issuing this Polley will not prejudice your share is based cn the ratio of its applicable limit rights under this Insurance. However, this provision does not affect our right to collect additional of insurance to the total applicable limits of insurance of all insurers, premium or to w erolso our rights of cancellation or f d, Primary And Non -Contributory Insurance if nor renewal in accordance with applicable Insurance laws or regulations, Required By Written Contract 7, Separation Of Insureds If you specifically agree In a written oontracl or Except with respect to the Limits of Insurance, and agreement that the Insurance afforded to an Insured under this Coverage Part must apply an any rights or duties specifically assigned to this a primary basis, or a primary and non. Coverage Part to the first Named Insured, this Insurance applies: contributory basis, this insurance is primary to other insurance that is avallable to such insured a. As if each Nomad Insured were the and y which covers such insured as a named Insured, Named Insured; and and we will not share with that other insurance, b. Separately to each insured against whom claim provided that is made or "suit" is brought. (t) The "bodily Injury' or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an Payment we have made under this Coverage Part, offense that Is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them. At our request, agreement by you. the insured will bring "suit" or transfer those rights 8. premium Audit to us and help us enforce them. a. We will compute all premiums for this Coverage 8. When We Do Not Renew Part in accordance with our rules and rates. If we decide not to renewthis Coverage part, we will b, Premium shaven in this Coverage Part as mall or deliver to the first Named Insured shown in the says en notice of the nodate. l advance premium is a deposit premium only. At the close of each audit period we wig compute less than 3 not lass than 30 days before the ef�iragon date. the earned premium for that period and send If notice is mailed, proof of mailing will be sufficlent notice to the first Named Insured. The due date proof of notice. for audit and retrospective premiums is the date SECTION V _ DEFINITIONS shown as the due date on the bill. If the sum of 1, "Advertisement" mean a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured, supporters. Forthe purposes ofthls definition: c. The first Named Inured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request, b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of attracting customers or supporters is considered ardirvamao x�. R1akMxnVMME4WIM 9.^pF RLMEWED&APPROVWay. Page 16 of 21. ®20V The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance servloes office, Inc, with Its permisalon. Risk Ma"a9e,Met A„diy:c Policy No, Y•660-6061)7877-TCT-20 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions: A. Cancellation 1, The first Named Insured shown in the Decla- rations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy or any Coverage Part by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of can- cellatlon if we cancel for nonpayment of premium; or b. 30 days before the effective date of can. cellation if we cancel for any other rea. son. 3. We will mall or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. If the policy is cancelled, that date will become the end of the policy period. If a Coverage Part is cancelled, that date will become the end of the policy period as respects that Coverage Part only. 5. if this policy or any Coverage Part is can- celled, we will send the first Named insured any premium refund due, If we cancel, the re- fund.will be pro rata. If the first Named In. sured cancels, the refund may be less than pro rats. The cancellation will be effective even if we have not made or offered a re- fund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded, The first Named Insured shown in the Declara- tions Is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement Issued by us as part of this policy, C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make Inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes, 2. We are not obligated to make any inspec- tions, surveys, reports or recommendations and any such actions we do undertake relate only to Insurability and the premiums to be charged. We do not make safety Inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b, Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any ratting, advi- sory, rate service or similar organization which makes insurance Inspections, surveys, reportsor recommendations. 4. Paragraph 2, of this condition does not apply to any Inspections, surveys, reports or rec- ommendations we may make relative to oorti- fication, under state or municipal statutes, or- dinances or regulations, of boilers, pressure vessels or elevators. E. Premiums 1. The first Named Insured shown in the Decla- rations: a. Is responsible for the payment of all pre. miums; and b. Will be the payee for any return premi- ums we pay. 2, We compute all premiums for this policy in accordance with our rules, rates, rating plans, premiums and minimum premiums. The pre- mium shown in the Declarations was com- puted based on rates and rules in effect at IL TO 01 01 07 (Rev. oe4B) Includes the copyrighted material of Insurance Services Office, Inc. with Ifs permit ss�¢y Rlak MatagenierrEDMelon Yn$ nEUEWEq Fr. MP'RI�O�V�tD BYBY.,nlwwd� e R, s(AA4eq RBleManagement Analps[ 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 0, Equipment Breakdown Equivalent to Boiler Your rights and duties under this policy may not and Machinery Do 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) Secretary President „_,. � raekManxgtment➢[Welon .a REVIEWED&APPROVMBV Page 2 of 2 Includes the copyrighted materlal of Insurance Services Office, Inc. with Its permlaslon. 1 `',' f'uN+rM•R R Nsk Manngnment An�lys t