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HomeMy WebLinkAboutILLUMINATION FOUNDATION (23)INSURANCE NOT ON FILE WORK MAY NOT PROCEED A-2021-176-01 CLERK OF COUNCIL DATE: HOMELESS HOUSING, ASSISTANCE AND PREVENTION SUBCONTRACTOR AGREEMENT BETWEEN c` THE CITY OF SANTA ANA AND THE ILLUMINATION FOUNDATION LT: fAA L glyi- Dal IiL0.1. THIS GRANT AGREEMENT ("HHAP-2 Agreement'), is hereby made and entered into this 2 is , 2021, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and The Illumination Foundation ("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-2 funds from the State of California. In 2021, Contractor entered into Agreement Number 2 1 -HHAP-000 12 with the State of California receiving and recognizing $3,981,386 in HHAP-2 grant funds to be used by Contractor to address immediate homeless challenges ("State HHAP-2 Agreement'). A true and correct copy of the State HHAP-2 Agreement is attached hereto as Exhibit A and incorporated herein by this reference. C. Subcontractor has been made aware of the State HHAP-2 Agreement and agrees to comply with all the conditions of the State HHAP-2 Agreement and the applicable State requirements governing the use of HHAP-2 grant funds. D. Contractor entered into an Agreement with Subcontractor to operate the Homeless Navigation Center located at 1815 E. Carnegie, Santa Ana, for City clients, Agreement No. A-2021-175, dated September 7, 2021, by which Contractor committed a set amount of funds to Subcontractor for the operation of the Homeless Navigation Center located at 1815 E. Carnegie, Santa Ana ("Program"). E. Contractor now approves the provision of HHAP-2 grant funds to Subcontractor in an amount not to exceed $1,836,855, to be used in the operation of the 1 Program. This $1,836,855 in HHAP-2 grant funds shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2021- 175. F. Subcontractor represent that it has the requisite qualifications, expertise, and experience in the provision of the Program and is willing to use said HHAP-2 grant funds to operate said Program. G. This HHAP-2 Agreement is contingent upon the award of HHAP-2 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-2 Agreement for the expenditure and utilization of said HHAP-2 funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HHAP-2 Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HHAP- 2 Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HHAP-2 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 operation of the Homeless Navigation Center at 1815 E. Carnegie, Santa Ana, for City clients. 2. TERM This HHAP-2 Agreement shall take effect on the date first written above and shall terminate on June 30, 2023, unless otherwise cancelled or modified according to the terms of this HHAP-2 Agreement. This HHAP-2 Agreement shall also cover any and all services provided by the Subcontractor since the date the HHAP-2 grant funds were awarded to the Contractor. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $3,981,386 in HHAP-2 grant funds from the State of California to be encumbered by May 31, 2023. Contractor agrees to pay to Subcontractor when, if and to the extent State HHAP-2 grant funds are received a sum not to exceed $1,836,855 for Subcontractor's performance of the Program through the term of this HHAP-2 Agreement, which shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2021-175. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. K B. Subcontractor shall submit monthly invoices (on or before the 15th day of each month) 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-2 Agreement and that the Subcontractor is in compliance with the terms and conditions of this HHAP-2 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-2 Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said HHAP-2 Program only. Said amounts shall include and will be limited to the operation of the Fullerton Shelter for City clients only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this HHAP-2 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-2 Agreement. 4. STATE HHAP-2 AGREEMENT A. Contractor entered into State HHAP-2 Agreement Number 2 1 -HHAP-000 12 with the State of California receiving and recognizing $3,981,386 in HHAP-2 grant funds to be used by Contractor to be used by Contractor to address immediate homeless challenges. A true and correct copy of the State HHAP-2 Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State HHAP-2 Agreement and agrees to comply with all the conditions of the State HHAP-2 Agreement and the applicable State requirements governing the use of HHAP-2 grant funds. B. Pursuant to the State HHAP-2 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. 3 iv. Agree to include all the terms of the State HHAP-2 Agreement in each subcontract. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this .HHAP-2 Agreement, be constructed to be an independent contractor and not an employee of the Contractor. This HHAP-2 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-2 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-2 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-2 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-2 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-2 Agreement shall be at Contractor's sole risk. 7. INSURANCE Subcontractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Subcontractor, its agents, representatives, employees, or subcontractors. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 coveting, Code 1 (any auto), or if Subcontractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): Insurance appropriate to the Subcontractor's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). 5. Sexual Abuse or Molestation (SAM) Liability: If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Subcontractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 6. If the Subcontractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Subcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Subcontractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Subcontractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Subcontractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Subcontractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Subcontractor hereby grants to City a waiver of any right to subrogation which any insurer of said Subcontractor may acquire against the City by virtue of the payment of any loss under such insurance. Subcontractor agrees to obtain any endorsement that may be necessary .to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Se f Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Subcontractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide; that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the City. 7. Claims Made Policies (note — should be applicable only to professional liability, see below): If any of the required policies provide claims -made coverage: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Subcontractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Subcontractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Subcontractor's obligation to provide them. 9. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 1 of this HHAP-2 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-2 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-2 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-2 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-2 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. 0101W6 : 1 Subcontractor shall keep records and invoices in connection with the work to be performed under this HHAP-2 Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this HHAP-2 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-2 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-2 Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this HHAP-2 Agreement for a period of three (3) years from the date of final payment to Subcontractor under this HHAP-2 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- 2 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-2 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 nothave interests, direct or indirect, which would conflict in any manner with performance of services specified under this HHAP-2 Agreement. 12. NON-DISCRIMINATION During the performance of this HHAP-2 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 91 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 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-2 Agreement and the State HHAP-2 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-2 Agreement and the State HHAP-2 Agreement, the terms of the State HHAP-2 Agreement shall prevail. This HHAP-2 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-2 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-2 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-2 Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HHAP-2 Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 15. TERMINATION This HHAP-2 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-2 Agreement. W 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-2 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. 17. JURISDICTION - VENUE This HHAP-2 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-2 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-2 Agreement. 18. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this HHAP-2 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-2 Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this HHAP-2 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 Santa Ana, CA 927024988 (714) 647-5378 (714) 647-6549 FAX teggers@santa-ana.org 10 SUBRECIPIENT: Illumination Foundation 1091 N. Batavia St. Orange, CA 92867 Attn: Paul Leon, CEO 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-2 Agreement, and shall indemnify Contractor fully, including reasonable costs and artorney'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-2 Agreement. {Signatures on following page) 11 A-2021-176-01 IN WITNESS WHEREOF, the parties hereto have executed this HHAP-2 Agreement on the date and year first written above. ATTEST AISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attz4v, sy: RYAi DGE Assist t Ci Attorney RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency 12 CITY OF SANTA ANA KRIS INE RIDGE City Manager THE ILLUMINATION FOUNDATION Chief Financial Officer EXHIBIT A STATE HHAP-2 AGREEMENT NUMBER 21-HHAP-00012 13 City of Santa Ana 21-H HAP-00012 Page 1 of 23 Homeless Housing, Assistance, and Prevention Program Round 2 (HHAP-2) Standard Agreement EXHIBIT A AUTHORITY, PURPOSE AND SCOPE OF WORK 1) Authority The State of California has established the Homeless Housing, Assistance, and Prevention Program Round 2 ("HHAP-2" or "Program") pursuant to Chapter 6 (commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code. (Added by Stats.2020, c. 15 (A.B. 83), § 7, eff. June 29, 2020.) The Program is administered by the California Homeless Coordinating and Financing Council ("HCFC") in the Business, Consumer Services and Housing Agency ("Agency"), HHAP-2 provides one-time flexible block grant funds to Continuums of Care, large cities (population of 300,000+) and counties as defined in the November 13, 2020 HHAP-2 Notice of Funding Availability ("NOFA") to build on the regional coordination created through previous HCFC grant funding and support local jurisdictions in their unified regional responses to reduce and end homelessness. This Standard Agreement along with all its exhibits ("Agreement") is entered into by the Agency and a Continuum of Care, a city, or a county ("Grantee") 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 Grantee agrees to comply with the terms and conditions of the Agreement, the NOFA under which the Grantee applied, the representations contained in the Grantee's application, and the requirements of the authority cited above. 2) Purgose The general purpose of the Program is to continue to build on regional coordination developed through previous rounds of funding of the Homelessness Emergency Aid Program (Chapter 5 (commencing with Section 50210)), the program established under this chapter, and COVID-19 funding to reduce homelessness. This funding shall: a) Continue to build regional collaboration between continuums of care, counties, and cities in a given region, regardless of population, and ultimately be used to develop a unified regional response to homelessness, b) Be paired strategically with other local, state, and federal funds provided to address homelessness in order to achieve maximum Impact. Grantees of this City of Santa Ana 21-HHAP-00012 Page 2 of 23 c) Be deployed with the goal of reducing the number of homeless individuals in given region through investing in long-term solutions, such as permanent housing, and that the state be an integral partner through the provision of technical assistance, sharing of best practices, and implementing an accountability framework to guide the structure of current and future state investments. In accordance with the authority cited above, an application was created and submitted by the Grantee for HHAP-2 funds to be allocated for eligible uses as stated in Health and Safety Code section 50220.5, subdivision (d)(1) — (8). 3) Definitions The following HHAP-2 program terms are defined in accordance with Health and Safety Code section 50216, subdivisions (a) — (q): (a) "Agency" means the Business, Consumer Services, and Housing Agency. (b) "Applicant' means a Continuum of Care, city, or county. (c) "City' means a city or city and county that is legally incorporated to provide local government services to its population. A city can be organized either under the general laws of this state or under a charter adopted by the local voters. (d) "Continuum of Care" means the same as defined by the United States Department of Housing and Urban Development at Section 578.3 of Title 24 of the Code of Federal Regulations. (e) "Coordinated Entry System" means a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisfy this subdivision, a centralized or coordinated assessment system shall cover the geographic area; be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool. (f) "Council" means the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code. (g) "Emergency shelter" has the same meaning as defined in subdivision (e) of Section 50801, Initial Here City of Santa Ana 21-H HAP-00012 Page 3 of 23 (h) "Homeless" has the same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019. (1) "Homeless Management Information System" means the information system designated by a Continuum of Care to comply with federal reporting, requirements as defined in Section 578.3 of Title 24 of the Code of Federal Regulations. The term "Homeless Management Information System" also includes the use of a comparable database by a victim services provider or legal services provider that is permitted by the federal government under Part 576 of Title 24 of the Code of Federal Regulations. Q) "Homeless point -in -time count" means the 2019 homeless point -in -time count pursuant to Section 578.3 of Title 24 of the Code of Federal Regulations. A jurisdiction may elect to instead use their 2017 point -in -time count if they can demonstrate that a significant methodology change occurred between the 2017 and 2019 point -in -time counts that was based on an attempt to more closely align the count with HUD best practices and undertaken in consultation with HUD representatives. A jurisdiction shall submit documentation of this to the agency by the date by which HUD's certification of the 2019 homeless point -in -time count is finalized. The agency shall review and approve or deny a request described in the previous sentence along with a jurisdiction's application for homeless funding. (k) "Homeless youth" means an unaccompanied youth between 12 and 24 years of age, inclusive, who is experiencing homelessness, as defined in subsection (2) of Section 726 of the federal McKinney-Vento Homeless Assistance Act (42 U.S.C. Sec. 11434a(2)). "Homeless youth" includes unaccompanied youth who are pregnant or parenting. (1) "Housing First' has the same meaning as in Section 8265 of the Welfare and Institutions Code, including all of the core components listed therein. (m) "Jurisdiction" means a city, city that is also a county, county, or Continuum of Care, as defined in this section. (n) "Navigation center" means a Housing First, low -barrier, service -enriched shelter focused on moving homeless individuals and families into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, and housing. (o) "Program" means the Homeless Housing, Assistance, and Prevention program established pursuant to this chapter. `E . Initial Here City of Santa Ana 21-HHAP-00012 Page 4 of 23 (1) "Round 1" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2019. (2) 'Round 2" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2020, (p) "Program allocation" means the portion of program funds available to expand or develop local capacity to address immediate homelessness challenges. (q)'Recipient" means a jurisdiction that receives funds from the agency for the purposes of the program. Additional definitions for the purposes of the HHAP-2 program; "Obligate" means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using HHAP-2 funding. Grantees, and the subrecipients who receive awards from those Grantees, must obligate the funds by the statutory deadlines set forth in this Exhibit A. "Expended" means all HHAP-2 funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. In the case of an award made through subcontracting, subcontractors are required to expend the funds by the same statutory deadlines. 4) Scope of Work The Scope of Work ("Work") for this Agreement shall include uses that are consistent with Health and Safety Code section 50220.5, subdivision (d)—(f), and any other applicable laws. The grantee shall expend funds on evidence -based solutions that address and prevent homelessness among eligible populations including any of the following: a) Rapid rehousing, including rental subsidies and incentives to landlords, such as security deposits and holding fees. b) Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers. Operating subsidies may include operating reserves. c) Street outreach to assist persons experiencing homelessness to access permanent housing and services. �-z Initial Here City of Santa Ana 21-HHAP-00012 Page 5 of 23 d) Services coordination, which may include access to workforce, education, and training programs, or other services needed to promote housing stability in supportive housing, e) Systems support for activities necessary to create regional partnerships and maintain a homeless services and housing delivery system, particularly for vulnerable populations including families and homeless youth. f) Delivery of permanent housing and innovative housing solutions, such as hotel and motel conversions. g) Prevention and shelter diversion to permanent housing, including rental subsidies. h) New navigation centers and emergency shelters based on demonstrated need. Demonstrated need for purposes of this paragraph shall be based on the following: (1) The number of available shelter beds In the city, county, or region served by a Continuum of Care. (ii) The number of people experiencing unsheltered homelessness in the homeless point -In -time count. (III) Shelter vacancy rate in the summer and winter months. (iv) Percentage of exits from emergency shelters to permanent housing solutions. (v) A plan to connect residents to permanent housing. 5) Agency Contract Coordinator The Agency's Contract Coordinator for this Agreement is the Council's HHAP Grant Manager or the Grant Manager's designee. Unless otherwise instructed, any notice, report, or other communication requiring an original Grantee signature for this Agreement shall be mailed to the Agency Contract Coordinator. If there are opportunities to send information electronically, Grantee will be notified via email by the HHAP Grant Manager or the Grant Manager's designee. The Representatives during the term of this Agreement will be: Initial Here City of Santa Ana 21-HHAP-00012 Page 6 of 23 PROGRAM GRANTEE ENTITY: Business Consumer Services and Housing Agency City of Santa Ana SECTION/UNIT: Homeless Coordinating and Financing. Council (HCFC) ADDRESS: 915 Capitol Mall Suite 350=A Sacramento, CA, 95814 20 Civic Center Plaza Santa Ana, CA 92701 CONTRACT MANAGER Victor Duren Steven Mendoza PHONE NUMBER: (916) 510-9442 (714) 647-5246 EMAIL ADDRESS: Victor.Duron@bcsh.ca.gov smendoza@santa-ana.org All requests to update the Grantee information listed within this Agreement shall be emailed to the Homeless Coordinating and Financing Council's general email box at hhap(a)bcsh.ca.gov. The Council reserves the right to change their representative and/or contact information at any time with notice to the Grantee. 5> 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) Contractual Obligation: Grantees that are counties must contractually obligate 100 percent of their full program allocations on or before May 31, 2023. ii) Grantees that are cities or continuums of care must contractually obligate no less than 50 percent of program allocations on or before May 31, 2023. Ili) Counties that contractually obligate less than 100 percent of program allocations after May 31, 2023 will have their unallocated funds reverted to the CoC that serves the county. Specific to Los Angeles County, funds that are not contractually obligated by this date shall be divided proportionately using the HHAP funding allocation formula among the four CoC's that serve Los Angeles County: City of Glendale CoC, City of Pasadena CoC, the City of Long Beach CoC, and the Los Angeles Homeless Services Authority Initial Here City of Santa Ana 21-H HAP-00012 Page 7 of 23 Cities or Continuums of Care that, after May 31, 2023, have contractually obligated less than 50 percent of program allocations must submit and have approved by the Council an alternative disbursement plan as required under (Health & Safety Code, § 50220,5, subdivision (k)(2)). c) Full Expenditure of HHAP-2 Grant Funds i) All HHAP-2 grant funds (100 percent) must be expended by June 30, 2026. Any funds not expended by that date shall revert to the General Fund (Health & Safety Code, § 50220.5, subdivision (o)). 7) Special Conditions Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure that the goals of the Program are achieved. Initial Here City of Santa Ana 21-HHAP-00012 Page 8 of 23 Homeless Housing, Assistance, and Prevention Program Round 2 (HHAP-2) Standard Agreement BUDGET DETAIL and DISBURSEMENT PROVISIONS 1) Budget Detail & Changes The Grantee agrees that HHAP-2 funds shall be expended on uses that support regional coordination and expand or develop local capacity to address immediate homelessness challenges. Such activities must be informed by a best -practices framework focused on moving people experiencing homelessness into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. The Grantee shall expend HHAP-2 funds on eligible activities as detailed in the expenditure plan and funding plan submitted with the Grantee's approved application. The Grantee shall submit an updated funding plan with the annual report that revises and reports all actual and projected expenditures of HHAP-2 funds. a) Budget Changes i) Changes may be made to the tinting (e.g., fiscal year) of eligible use expenditures without prior approval by the Agency so long as the total expenditures (actual and projected) for each eligible use category remain the same as described in the expenditure plan approved with the Grantee's application. 1) Any decrease or increase to the total expenditures for any eligible use category must otherwise be approved by the Council's HHAP-2 Grant Manager or his/her designee, in writing, before the Grantee may expend HHAP-2 funds according to an alternative expenditure plan. The HHAP-2 Grant Manager will respond to Grantee with approval or denial of request. Failure to obtain written approval from the Grant Manager or his/her designee as required by this section may be considered a breach of this Agreement. A breach of this agreement may result in remedies listed within Exhibit C of this agreement. 2) General Conditions Prior to Disbursement All Grantees must submit the following forms prior to HHAP-2 funds being released: • Request for Funds Form ("RFF") • STD 213 Standard Agreement -Two original copies of the signed STD 213 form and initialed Exhibits A through D Initial Here City of Santa Ana 21-HHAP-00012 Page 9 of 23 ® STD 204 Payee Data Record or Government Agency Taxpayer ID Form 3) Disbursement of Funds HHAP-2 funds will be disbursed to the Grantee upon receipt, review and approval of the completed Standard Agreement and RFF by Agency, the Department of General Services (DGS) and the State Controller's Office (SCO). The RFF must include the proposed eligible uses and the amount of funds proposed for expenditure under each eligible use. HHAP-2 funds will be disbursed in a single allocation via mailed check once the RFF has been received by the SCO, Checks will be mailed to the address and contact name listed on the RFF. 4) Expenditure of Funds Specific requirements and deadlines for contractually obligating and expending awarded funds are set forth in the Homeless Housing, Assistance, and Prevention Program statutes. Health and Safety Code sections 50218,5 and 60220.5 mandate the following: a) Up to 5 percent of an applicant's HHAP-2 program allocation may be expended for the following uses that are intended to meet federal requirements for housing funding: i) Strategic homelessness plan, as defined in Section 578.7(c) of Title 24 of the Code of Federal Regulations. ii) Infrastructure development to support coordinated entry systems and Homeless Management Information Systems. b) The applicant shall not use more than 7 percent of a HHAP-2 program allocation for administrative costs incurred by the city, county, or Continuum of Care to administer its program allocation. For purposes of this subdivision, "administrative costs" does not include staff or other costs directly related to implementing activities funded by the program allocation. c) A program recipient shall use at least 8 percent of the funds allocated under this section for services for homeless youth populations. d) Recipients of HHAP-2 funds shall comply with Housing First as provided in Chapter 6.5 (commencing with Section 8255) of Division 8 of the Welfare and Institutions Code. e) Grantees that are cities or continuums of care shall contractually obligate no less than 50 percent of HHAP-2 funds by May 31, 2023. If less than 50 percent is Initial Here City of Santa Ana 21-HHAP-00012 Page 10 of 23 obligated after May 31, 2023, continuums of care and titles shall not expend any remaining portion of the 50 percent of program allocations required to have been obligated unless and until both of the following occur: i) On or before June 30, 2023, the Grantee submits an alternative disbursement plan to HCFC that includes an explanation for the delay and.a plan to fully expend these funds by December 31, 2023. 11) HCFC approves the alternative disbursement plan or provides the Grantee with guidance on the revisions needed in order to approve the alternative disbursement plan. iif) If the funds identified in the approved alternative disbursement plan are not fully expended by December 31, 2023, the funds shall be returned to the HCFC for a subsequent round of awards by HCFC. f) Grantees that are counties shall contractually obligate the full allocation (100 percent) awarded to them by May 31, 2023. Any funds that are not contractually obligated by this date shall be reverted to the Continuum of Care that serves the county. Specific to Los Angeles County, funds that are not contractually obligated by this date shall be divided proportionately using the HHAP-2 funding allocation formula among the four CoC's that serve Los Angeles County: City of Glendale CoC, City of Pasadena CoC, the City of Long Beach CoC, and the Los Angeles Homeless Services Authority. Counties not obligating their full program allocation by May 31, 2023 are required to notify HCFC, on or before that date, of the name of the CoC(s) in which the county Is served, and the amount of program funds that will be reverted to the CoC(s). By June 30, 2023, the county shall provide HCFC with evidence that the funds were transferred and submit an updated budget that clearly identifies the funds that were transferred. g) HHAP-2 funds shall be expended by June 30, 2026 h) In accordance with Health and Safety Code section 50220.5, subdivision (1), HCFC retains the right to require a corrective action plan of grantees that are not on track to fully expend funds by the statutorily required deadline. 1) Any funds not expended by June 30, 2026 shall revert to the General Fund. 5) Ineligible Costs HHAP-2 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 50220.5. Initial Here City of Santa Ana 21-HHAP-00012 Page 11 of 23 HCFC reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use HHAP-2 funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to Agency. An expenditure which is not authorized by this Agreement, or by written approval of the Grant Manager or his/her designee, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Agency by the Grantee. HCFC, at its sole and absolute discretion, shall make the final determination regarding the allowability of HHAP-2 fund expenditures. Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention. Reimbursements are not permitted in HHAP-2 for any expenditures prior to the date of execution of this Agreement. nttia Here City of Santa Ana 21-HHAP-00012 Page 12 of 23 Homeless Housing, Assistance, and Prevention Program Round 2 (HHAP-2) Standard Agreement EXHIBIT G GENERAL TERMS AND CONDITIONS 1) Termination and. Sufficiency of Funds a) Termination of.Agreement Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, any breach of contract as described in paragraph 6 of this Exhibit C violation of any federal or state laws; 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 Grantee shall be returned to Agency within 30 days of Agency's notice of termination. b) Sufficiency of Funds 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 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 affectthe provisions, terms or funding of this Agreement in any manner. 2) Transfers Grantee 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 as allowed within Exhibit C Section 12 (Special Conditions - Grantees/SubGrantee) or with the prior written approval of HCFC and a formal amendment to this Agreement to affect such subcontract or novation. 3) Grantee's Application for Funds Grantee has submitted to HCFC an application for HHAP-2 funds to support regional coordination and expand or develop local capacity to address its immediate homelessness challenges. Agency is entering into this Agreement on the basis of Grantee's facts, information, assertions and representations contained in that application. Any subsequent modifications to the original funding plans submitted within the original application must be requested through the formal HHAP Change Request Process and are subject to approval by HCFC. Initial Here City of Santa Ana 21-HHAP-00012 Page 13 of 23 Grantee 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 Grantee'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 HCFC approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Agency may declare a breach of this Agreement and take such action or pursue such remedies as are legally available. 4) Reporting/Audits a) Annual Reports By January 1, 2022, and annually on that date thereafter until all funds have been expended, the Grantee shall submit an annual report to HCFC in a format provided by HCFC. Annual Reports will include a request for data on expenditures and people served with HHAP-2 funding in addition to details on specific projects selected for the use of HHAP-2 funding. If the Grantee fails to provide such documentation, HCFC may recapture any portion of the amount authorized by this Agreement with a 14-day written notification. No later than January 1, 2027, the Grantee shall submit a final report, in a format provided by HCFC, as well as a detailed explanation of all uses of the Program funds. b) Expenditure Reports In addition to the annual reports, HCFC requires the Grantee to submit quarterly expenditure reports due no later than 30 days following the end of each fiscal quarter. Grantee shall submit a report to HCFC on a form and method provided by HCFC that includes the ongoing tracking of the specific uses and expenditures of any program funds broken out by eligible uses listed, including the current status of those funds, as well as any additional information HCFC deems appropriate or necessary. If the Grantee fails to provide such documentation, HCFC may recapture any portion of the amount authorized by this Agreement with a 14-day written notification. c) Reporting Requirements i) Annual Report: The annual report shall contain detailed information in accordance with Health and Safety Code section 50222, subdivision (a). This information includes the following, as well as any additional information deemed appropriate or necessary by HCFC: (1) Data collection shall include, but not be limited to, information regarding Individuals and families served, including demographic information, information regarding partnerships among entities or lack thereof, and participant and regional outcomes. Initial Mere City of Santa Ana 21-HHAP-00012 Page 14 of 23 (2) The performance monitoring and, accountability framework shall include clear metrics, which may include, but are not limited to, the following. (a) The number of individual exits to permanent housing, as defined by the United States Department of Housing and Urban Development, from unsheltered environments and Interim housing resulting from this funding. (b) Racial equity, as defined by the council in consultation with representatives of state and local agencies, service providers, the Legislature; and other stakeholders. (c) Any other metrics deemed appropriate by the council and developed in coordination with representatives of state and local agencies, advocates, service providers, and the Legislature. (3) Data collection and reporting requirements shall support the efficient and effective administration of the program and enable the monitoring of jurisdiction performance and program outcomes. ii) Expenditure Report: The expenditure report shall contain data on expenditures of HHAP-2 funding including but not limited to obligated funds, expended funds, interest accrued, and other funds derived from HHAP-2 funding. ill) Final Expenditure Plan: During the final fiscal year of reporting, grantees may be required to include a plan to fully expend HHAP-2 grant funding. This plan must be submitted with the quarterly expenditure report in a format to be provided by HCFC. iv) HCFC may require additional supplemental reporting with written notice to the Grantee. v) Grantee may, at their discretion, fully expend their HHAP-2 allocation prior to the end date of the grant term and will not be required to submit quarterly fiscal reports after the quarter in which their allocation was fully expended. d) Auditing Agency reserves the right to perform or cause to be performed a financial audit. At Agency request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. HHAP-2 administrative funds may be used to fund this expense. Should an audit be required, the Grantee shall adhere to the following conditions: i) The audit shall be performed by an independent certified public accountant. Initial Here City of Santa Ana 21-HHAP-00012 Page 15 of 23 11) The Grantee 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, !I!). The Grantee is responsible for the completion of audits and all costs of preparing audits. iv) If there are audit findings, the Grantee must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of the audit finding report. 5) Inspection and Retention of Records a) Record Inspection HCFC or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement. The Grantee agrees to provide HCFC, or its designee, with any relevant information requested. The Grantee agrees to give HCFC or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to an investigation of compliance with the Homeless Housing, Assistance, and Prevention Program laws, the HHAP-2 program guidance document published on the website, and this Agreement. In accordance with Health and Safety Code section 50220.5, subdivision (1), if upon inspection of records HCFC identifies noncompliance with grant requirements HCFC retains the right to impose a corrective action plan on the Grantee. b) Record Retention The Grantee further agrees to retain all records described in subparagraph A for a minimum period of five (5) years after the termination of this Agreement. 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. 6) Breach and Remedies a) Breach of Agreement Breach of this Agreement includes, but is not limited to, the following events: Initial Here City of Santa Ana 21-HHAP-00012 Page 16 of 23 i) Grantee's failure to comply with the terms or conditions of this Agreement. ii) Use of, or permitting the use of, HHAP-2 funds provided under this Agreement for any ineligible activities. iii) Any failure to comply with the deadlines set forth in this Agreement. b) Remedies for Breach of Agreement In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement, Agency may: i) Bar the Grantee from applying for future HHAP funds; ii) Revoke any other existing HHAP-2 award(s) to the Grantee; iii) Require the return of any unexpended HHAP-2 funds disbursed under this Agreement; Iv) Require repayment of HHAP-2 funds disbursed and expended under this Agreement; v) Require the immediate return to Agency of all funds derived from the use of HHAP-2 funds A) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or participation in the technical assistance in accordance with HHAP-2 requirements. c) All remedies available to Agency are cumulative and not exclusive, d) Agency may give written notice to the Grantee to cure the breach or violation within a period of not less than 15 days. 7) 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 anytime, performance by the Grantee 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. 8) Nondiscrimination During the performance of this Agreement, Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant foremployment 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 Initial Here City of Santa Ana 21-HHAP-00012 Page 17 of 23 (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave, Grantees and Sub grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subrecipients shall comply with the provisions of California's laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code, § 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2; § 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135 - 11139.5). Grantee and its subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 9) Conflict of Interest All Grantees are subject to state and federal conflict of interest laws. For Instance, Health and Safety Code section 50220.5, subdivision (i) states, " For purposes of Section 1090 of the Government Code, a representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county." 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. Additional applicable statutes include, but are not limited to, Government Code section 1090 and Public Contract Code sections 10410 and 10411. 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 Grantee 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 Initial Here City of Santa Ana 21-HHAP-00012 Page 18 of 23 general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. c) Employees of the Grantee: Employees of the Grantee 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 a Political Reform Act of 1974 (Gov. Code, § 81000 et seq.). d) Representatives of a County: A representative of a county.serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county. 10)Drug-Free Workplace Certification Certification of Compliance: By signing this Agreement, Grantee hereby certifies, under penalty of perjury under the laws of State of California, that It and its subrecipients will comply with the requirements of the Drug -Free Workplace Act of 1990 (Gov. Code, § 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions Publish a statement notifying employees and subrecipients that unlawful manufacture distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code section 8355, subdivision (a)(1). a) Establish a Drug -Free Awareness Program, as required by Government Code section 8355, subdivision (a)(2) to inform employees, Grantees, or subrecipients about all of the following: i) The dangers of drug abuse in the workplace; ii) Grantee's policy of maintaining a drug -free workplace; ill) Any available counseling, rehabilitation, and employee assistance program; and iv) Penalties that may be imposed upon employees, Grantees, and subrecipients for drug abuse violations. b) Provide, as required by Government Code section 8355, subdivision (a)(3), that every employee and/or subrecipient that works under this Agreement: i) Will receive a copy of Grantee's drug -free policy statement, and Initial Here City of Santa Ana 21-H HAP-00012 Page 19 of 23 11) Will agree to abide by terms of Grantee's condition of employment or subcontract. 11)Child Support Compliance Act For any Contract Agreement In excess of $100,000, the Grantee acknowledges in accordance with Public Contract Code 7110, that: a) The Grantee 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 Grantee, 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. 12)Special Conditions — Grantees/Subgrantee The Grantee 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 Grantee shall ensure that all Subgrantees are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HHAP-2 funds. Failure to comply with these conditions may result in termination of this Agreement. a) The Agreement between the Grantee and any Subgrantee shall require the Grantee and its Subgrantees, if any, to: 1) 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 Grantee or any Subgrantee in performing the Work or any part of it. iv) Agree to include all the terms of this Agreement in each subcontract. 13)Compiiance with State and Federal Laws, Rules, Guidelines and Regulations Initial Here City of Santa Ana 21-HHAP-00012 Page 20 of 23 The Grantee 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 HHAP-2 program, the Grantee, its subrecipients, and all eligible activities. Grantee 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. Grantee 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. Grantee shall provide copies of permits and approvals to HCFC upon request. 14)lnspections a) Grantee 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) HCFC 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) Grantee 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 until it Is corrected. 15)Litigation 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. b) The Grantee shall notify HCFC immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement orAgency, 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. 7a - `_ Initial Here City of Santa Ana 21-HHAP-00012 Page 21 of 23 Homeless Housing, Assistance, and Prevention Program Round 2 (HHAP-2) Standard Agreement EXHIBIT D SPECIAL TERMS AND CONDITIONS 1) All proceeds from any interest -bearing account established by the Grantee for the deposit of HHAP-2 funds, along with any interest -bearing accounts opened bysubreciplents to the Grantee for the deposit of HHAP-2 funds, must be used for HHAP-2-eligible activities and reported on as required by Agency. 2) Per Health and Safety Code Section 50220.5 (g), any housing -related activities funded with HHAP-2 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, as described in Welfare and Institutions Code section 8255, subdivision (b), Individuals and families assisted with these funds must not be required to receive treatment or perform any other prerequisite activities as a condition for receiving shelter, housing, or other services for which these funds are used. In addition, HHAP-2 funding shall be used to adopt a Housing First approach within the entire local homelessness response system, including outreach and emergency shelter, short-term interventions like rapid re -housing, and longer -term interventions like supportive housing, 3) Grantee shall utilize its local Homeless Management Information System (HMIS) to track HHAP-2-funded projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify individual projects, services, and clients that are supported by HHAP-2 funding (e.g., by creating appropriate HHAP-2-specific funding sources and project codes in HMIS). 4) Grantee shall participate in and provide data elements, including, but not limited to, health information, in a manner consistent with federal law, to the statewide Homeless Management Information System (known as the Homeless Data Integration System or "HDIS"), in accordance with their existing Data Use Agreement entered into with the Council, if any, and as required by Health and Safety Code section 50220.6. Any health information provided to, or maintained within, the statewide Homeless Management Information System shall not be subject to public inspection or disclosure under the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code). For purposes of this paragraph, "health information" means "protected health information," as defined in Part 160.103 of Title 45 of the Code of Federal Regulations, and "medical information," as defined in subdivision 0) of Section 56.05 of the Civil Code. The Council may, as required by operational "l Initiall Here Here City of Santa Ana 21-H HAP-00012 Page 22 of 23 necessity, amend or modify required data elements, disclosure formats, or disclosure frequency. 5) Grantee shall include in their annual report and upon request from HCFC an update on progress towards meeting goals provided within Section 4: HHAP Round 2 Goals of the HHAP-2 application. Grantees will report on these goals in a manner and format provided to Grantee by HCFC. 6) Grantee agrees to accept technical assistance as directed by HCFC or by a contracted technical assistance provider acting on behalf of HCFC and report to HCFC on programmatic changes the grantee will make as a result of the technical assistance and in support of their grant goals. 7) Grantee agrees to demonstrate a commitment to racial equity and, per Section 50222 (a)(2)(B), the grantee shall use data provided through HDIS to analyze racial disproportionality in homeless populations and, in partnership with HCFC, establish clear metrics and performance monitoring for achieving equity in provision of services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific Islanders and other People of Color who are disproportionately impacted by homelessness and COVID-19 8) Grantee should establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all levels of planning and implementation, including through opportunities to hire people with lived experience. . Initial Here City of Santa Ana 21-HHAP-00012 Page 23 of 23 Homeless Housing, Assistance, and Prevention Program Round 2 (HHAP-2) Standard Agreement EXHIBIT E STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS This exhibit is incorporated by reference and made part of this agreement. The General Terms and Conditions (GTC 04/2017) can be viewed at the following link: In the interpretation of this Agreement, any inconsistencies between the State of California General Terms and Conditions (GTC - 04/2017) and the terms of this Agreement and its exhibitslattachments shall be resolved in favor of this Agreement and its exhibits/attachments. ni a1 ere Francine R. A ® Villareal CERTIFICATE OF LIABILITY INSURANCE '. Digitally signed by Francine R. Villareal �E(io IYY)DATI`0I9/31 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(les) 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 endorsement(s). PRODUCER Bowermaster &Associates 10805 Holder St Ste 350 CONTACT NAME: Llzelte OrozcoPHONE FAX • 714-733-6248 Alc No: ABBE S• loroZCO bOWermaster.Com Cypress CA 90630. INSURERS AFFORDING COVERAGE NAICq INSURER A: Philadelphia Indemnity Insurance 18058 INSURED ILLUFOU-01 Illumination Foundation 1091 N. Batavia Street INSURER B: Redwood Fire & OBSUaIt Insurance 11673 INSURER C: Nonprofits' Insurance Alliance of California 11384 INSURERD: Orange CA 92867 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 622668538 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD - INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUSR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MMIDD/YYYY LIMITS C X COMMERCIALGENERAL LIABILITY Y 2021-24712 9115/2021 9/15/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR RENT D DAMAGEEa occ rr PREMISESS - $500,000 X MED EXP(Any one person) $20,000 Prof Liability PERSONAL &ADV INJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY ❑JET LOC GENERAL AGGREGATE $3,000,000 GEN'L X PRODUCTS - COMP/OPAGG $3,000,000 $ OTHER, C AUTOMOBILE LIABILITY 2021-24712 9/15l2021 9/1512022 SINGLE LIMIT $1,000,00'ntX JURY(Par per son) $OWNED ANY AUTO SCHEDULED ONLY AUTOSX JURY Pereccitlenl $AUTOS HIRED X NON -OWNED ONLY AUTOS ONLY W-LIMITD Y DAMAGE entC $AUTOS X UMBRELLALIAB X OCCUR 2021-24712-UMB 9/15/2021 9/15/2022 CURRENCE $7,000,000EXCESS TE $7,000,000 LIAR CLAIMS -MADE DED RETENTION$ $ g WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ILWC209336 1/1/2021 1/1/2022 X STATUTE ERH E.L. EACH ACCIDENT $1,000.000 ANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED4 ❑ NIA E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) Ifyes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Commercial Cyber Liability PHSD1575498 111512121 9/11/2022 Agg:$3,000,0001Each $1.000,000 C Improper Sexual Conduct 2021-24712 9/15/2021 9/15/2022 Agg:$1.000,0001Each $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Re Location: 3535 W. Commonwealth Ave, Fullerton CA City of Santa Ana, it's officers, employees, agents, and volunteers are Additional Insured with respects to General Liability per attached endorsement form; Primary and Non -Contributory wording applies per attached endorsement form. 30-day notice of cancellation is provided per policy provisions. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 Civic Center Plaza, 4th Floor AUTHORIZED REPRESENTATIVE Santa Ana CA 92701Ptak w r�iAmea�l, RE&ED�&&AAp 2cvEoSY: 1988-2015 ACORD CF4AAOW R, 11.l,&Wt ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD RukManagement Analyst POLICY NUMBER: 2021-24712 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 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(s) Or Organtzation(s): Blanket as required by written contract Wor agreement A. 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" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. will be shown in the B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on. behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of I nsurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 �.a.+ IRA JAanagementD"aks[on i q @ REVIEWED & APPROVED BY: Risk Management Analyst NONPROFITS INSURANCE �M ALLIANCE or CALI17tlRN1A A Mead far Insurance. A Heart forNonprofits. POLICY NUMBER: 2021-24712 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: A. Section II —WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III — LIMITS OF INSURANCE is amended to include: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or N IAC-E61 02 19 w RA MwtagtRnertDMs[m REVIEWED&APPROVEDBY: Ruk Management Analyst NQNPR©FITS INSURANCE ALLIANCE or CALIfORNIA A Head for Insurance.. A Heartfor Nonprofits. POLICY NUMBER: 2021-24712 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b, below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily . occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE. (a) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) 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 other the other insurance available to the additional insured(s) 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. NIAC-E61 02 19 .W Risk ManagenenLINdolan REv EwED &{{}APPROVED By., 8 � 44 R, F444 , Vi 44 Risk Management Analyst NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart for Nonprofits. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefornonprofits.org COMMERCIAL UMBRELLA POLICY DECLARATIONS PRODUCER: POLICY NUMBER: 2021-24712-UMB Bowermaster & Associates Insurance Agency, Inc. 10805 Holder St. Ste. 350 RENEWAL OF NUMBER: 2020-24712-UMB-NPO Cypress, CA 90630 Item 1 NAME OF INSURED AND MAILING ADDRESS: Illumination Foundation; Integrated Community Healthcare Solutions; Home4Health Broadway, LLC; Illumination Housing, LLC 1091 N. Batavia Street Orange, CA 92867 Item 2 POLICY PERIOD: FROM 9/15/2021 TO 9/15/2022 AT 12:01 A.M. STANDARD TIME AT YOUR, MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION: Provides services and temporary housing for the homeless IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY. Item 3 THE ANNUAL AND MINIMUM PREMIUM DUE AT INCEPTION: $51,864 Item 4 LIMITS OF INSURANCE: a. Occurrence / Accident / Injury / Claim Limits (where applicable): ............................................ 7,000,000 1) Each Occurrence - Commercial General Liability and Products - Completed Operations Liability ii) Each Accident - Business Auto Liability iii) Each Injury- Liquor Liability IV) Each Claim - Employee Benefits Liability b. Each Claim - Directors and Officers Liability.......................................................................... 7,000,000 C. Each Claim - Improper Sexual Conduct and Physical Abuse Liability ..................................... 2,000,000 d. Each Claim - Social Service Professional Liability.................................................................. 7,000,000 Aggregate limits: e. Commercial General Liability, Business Auto Liability, Products- Completed Operations Liability, Liquor Liability, and Employee Benefits Liability Aggregate (where applicable): .................................................................................................................. 7,000,000, f. Directors and Officers Liability Aggregate.......................:........................................................ 7,000,000 g. Improper Sexual Conduct and Physical Abuse Liability Aggregate ........................................ 2,000,000 IL Social Service Professional Liability Aggregate................................................................:...... 7,000,000 Item 5 RETROACTIVE DATES- SEE SCHEDULE OF UNDERLYING INSURANCE FORMS AND ENDORSEMENTS ATTACHED TO THIS POLICY AT INCEPTION (NUMBER AND EDITION DATE): CU 21 33 01 15, NIAC-EO03 UMB 08 20, NIAC-E133 UMB 05 20, NIAC-E180 UMB 0121, NIAC-E253 UMB 08 21, NIAC-E,12 UMB 09 19, SCHEDULE A 0180, UMB 231 06 16, UMB 23206 16, UMB-100 06 21, UMB61 0513 COUNTERSIGNED: 9/20/2021 BY =40 (AUTHORIZED REPRESENTATIVE) THESE DECLARATIONS, THE ATTACHED SCHEDULE OF UNDERLYING INSURANCE, TOGETHER W ITH THE ATTACHED SCHEDULE OF FORMS AND ENDORSEMENTS, AND ANY FORMS AND ENDORSEMENTS WE MAY LATER ATTACH TO REFLECT CHANGES, MAKE UP AND COMPLETE THE ABOVE NUMBERED POLICY. Notice: This risk pooling contract is issued by a pooling arrangement authorized by California Cor 5006.1. The pooling arrangement is not subject to all of the insurance laws of the State of Califor regulation by the Insurance Commissioner. Insurance guaranty funds are not available to pay clai becomes insolvent. NIAC-UMB /2-99 RIa MwogementDMdon �R`EVIEwED&pAPPPtIRI,OeV�@BY. Risk Management Analyst NONPROFITS INSURANCE ALLIANCE OP CALIFORNIA A Head for Insurance. A Heart for Nonprof ts. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefornonprofits.org SCHEDULE A - SCHEDULE OF UNDERLYING. INSURANCE POLICYNUMBER: 2021-24712-UMB - CONTROL NUMBER: 24712 NAME OF INSURED: Illumination Foundation; Integrated Community Healthcare Solutions; Home4Health Broadway, LLC; Illumination Housing, LLC TYPE OF POLICY APPLICABLE LIMITS INSURER -APPLICABLE PERIOD POLICY#,. (A) Automobile Bodily Injury and Property Damage NIAC 09/15/2021 to 09/15/2022 Liability Combined Single Limit ........................................ $1,000,000 2021-24712 Business Uninsured/Underinsured Motorist ....................... N/A Auto (Does not include:Terrorism Coverage -Certified Acts) (B) Commercial Each Occurrence Limit .................................. $1,000,000 NIAC 09/15/2021 to 09/15/2022 General General Aggregate Limit ........................... I.... $3,000,000 2021-24712 Liability Products/Completed Operations Aggregate Lim! $3,000,000 Personal & Advertising Injury Limit .................... $1,000,000 Damage to Premises Rented to You .................... N/A (any one premises) (Does not include:Terrorism Coverage - Certified Acts) (C) Social Each Occurrence Limit ................................... $1,000,000 NIAC 09/15/2021 to 09/15/2022 Service Aggregate Limit ...........I ................... 1 $3,000,000 2021-24712 Professional Liability (Does not include:Terrorism Coverage - Certified Acts) (D) Standard Coverage B - Employers Liability Workers Compensation & Employers Bodily Injury by Accident ..................................... N/A Each Accident Liability Bodily Injury by Disease ..................................... N/A Each Employee Bodily Injury by Disease ..................................... N/A Policy Limit (E) Improper - Each Occurrence Limit ...................................... . $1,000,000 NIAC 09/15/2021 to 09/15/2022 Sexual General Aggregate Limit ................................. $1,000,000 2021-24712 Conduct and Physical Abuse - (Does not include:Terrorism Coverage - Certified Acts) (F) Directors' Each Wrongful Act Limit ............................. I... $1,000,000 NIAC 09/15/2021 to 09/15/2022 And Aggregate Limit .................... I ................. .......... $2,000,000 2021-24712-DO - Officers' - (Does not include:Terrorism Coverage - Certified Acts) (G) Liquor Each Common Cause Limit .........I .................. $1,000,000 NIAC 09115/2021 to 09/15/2022 Liability Aggregate Limit ................................................ 1$1,000,000 2021-24712 (H) Employee Each Employee ................................................ Benefits Aggregate Limit ................................................ Liability (Does not include:Terrorism Coverage - Certified Acts) $1,000,000 NIAC $3,000,000 2021-24712 (Does not include:Terrorism Cover 09/15/2021 to 09/15/2022 wRisk M &e t Pt�P o DMIslon REmEWED'Aven By. 'I!y� R6 Management Analyst