Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
ORANGE COUNTY BAR FOUNDATION DBA PROJECT YOUTH OCBF
III WhANOE ON RILk ORK iyM PROCELU aUN i IL INSURANCE EXPIRES r�— � . I . 23 NLLEP,K OF COUNU DATE: A-2022-069-14 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND n ORANGE COUNTY BAR FOUNDATION FOR USE OF AMERICAN RESCUE PLAN O; ► R����9ne,3Cm A.)(;^)N ACT(ARPA)FUNDS This Agreement is hereby made and entered into this 3rd day of May, 2022, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and Orange County Bar Foundation DBA Project Youth OCBF, a California domestic nonprofit corporation ("SUBRECIPIENT" or "CONTRACTOR'). RECITALS: A. The American Rescue Plan Act ("ARPA") was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. B. On July 20, 2021, the Santa Ana City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive Santa Ana Spending Plan, which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health. C. SUBRECIPIENT has been selected by the CITY to receive ARPA SLFRF Funds in order to provide youth programs, including: early childhood support; head start; day care; after school tutoring; athletic; and, youth violence prevention, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet ARPA's objectives to respond to, mitigate, and recover from this historic COVID-19 public health crisis. D. SUBRECIPIENT agrees that it will adhere to the tasks and services as indicated in Exhibit A for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: I. ARPA PROGRAM PROVISIONS A. Scope of Work. SUBRECIPIENT shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the tasks and services as described in the Scope of Work attached hereto as Exhibit A. SUBRECIPIENT's failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term of Agreement. The term of said Agreement shall commence on July I st, 2022, and continue through June 30, 2023 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement shall also cover any and all services provided by the SUBRECIPIENT to the CITY since the date the ARPA SURF Funds were awarded to the CITY. Additionally, the Term of this Agreement may be extended by a writing executed by the City Manager, or designee, and the City Attorney. C. Amount of Grant Funding. The total amount of funds provided for said program shall not exceed One Hundred Twenty -Five Thousand Dollars and Zero Cents ($125 000 ("ARPA SURF Funds") during the Term of the Agreement. SUBRECIPIENT agrees to use said ARPA SURF Funds to administer said program as outlined in Exhibit A. D. Disbursement of Funds. Said ARPA SURF Funds shall be disbursed by CITY to SUBRECIPIENT pursuant to the terms found in the Fee Payment Schedule attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for ARPA SURF Funds, or return the entire request to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ARPA SLFRF Funding. The CITY reserves the right to reduce the amount of ARPA SURF Funds to SUBRECIPIENT, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ARPA SURF Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program term. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. (3) Reversion of Assets. SUBRECIPIENT agrees that any and all funds received wider this Agreement shall be utilized during the Term of this Agreement, and that any and all funds remaining as of the end of the Term, which have not been utilized, shall be returned by SUBRECIPIENT to the CITY within thirty (30) days of the expiration or earlier termination of the Agreement. No expense of SUBRECIPIENT will be reimbursed by CITY if incurred after the end of the Term of the Agreement. 2 E. Grant Program Requirements. (1) SUBRECIPIENT acknowledges that the source of funding for said program is the federal ARPA, and that payments from the ARPA SURF Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. (2) SUBRECIPIENT acknowledges that ARPA provisions allow the use of ARPA SURF Funds to respond to, mitigate, and recover from the COVID-19 public health emergency, and will not use these funds for any other uses. (3) SUBRECIPIENT shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. F. Performance Monitoring. (1) SUBRECIPIENT shall submit program performance information as often as requested by CITY, but no less than the submission of monthly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate SUBRECIPIENT's management and operation of said program with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the SUBRECIPIENT to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the SUBRECIPIENT within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CITY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. SUBRECIPIENT shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine SUBRECIPIENT's conformity with the terms of this Agreement. If any services performed by SUBRECIPIENT are not in conformance with the terms of this Agreement, the CITY shall have the right to require SUBRECIPIENT to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge SUBRECIPIENT for any costs incurred by the CITY because of SUBRECIPIENT's failure to perform. (6) SUBRECIPIENT shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate SUBRECIPIENT's performance under this Agreement at any time, upon reasonable notice to SUBRECIPIENT. G. Audit. (1) SUBRECIPIENT shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to the ARPA regulations. (2) The books and accounts, files, and other records of SUBRECIPIENT, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY to determine the proper application and use of all ARPA SLFRF Funds provided to or for the account or benefit of SUBRECIPIENT. (3) SUBRECIPIENT assumes responsibility for reimbursement to CITY a sum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to SUBRECIPIENT for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) SUBRECIPIENT agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. SUBRECIPIENT further agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, SUBRECIPIENT shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the ARPA SLFRF Funds of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to: (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents available within the City of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. SUBRECIPIENT agrees that all materials, reports or products in any form, including electronic, created by SUBRECIPIENT for which SUBRECIPIENT has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the 4 CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. SUBRECIPIENT agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); and, (3) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. II. SUBRECIPIENT'S OBLIGATIONS A. Representations and Warranties. (1) Authority. SUBRECIPIENT is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (2) Experience. SUBRECIPIENT is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; (ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (4) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (5) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in SUBRECIPIENT's proposal submitted to CITY, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. SUBRECIPIENT has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good - faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for ARPA SLFRF Funds; provided however, the SUBRECIPIENT must be able to account for receipt, obligation, distribution and expenditure of ARPA SLFRF Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by April I of the year following the program year in which this Agreement is executed. 6 F. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to ARPA, and that distribution and expenditure of these ARPA SURF Funds shall be in accordance with ARPA and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by SUBRECIPIENT shall be returned to CITY, unless otherwise provided for in this Agreement. SUBREUPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit D "Debarment', which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. I. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby ARPA SURF Funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify distribution or expenditure of the ARPA SURF Funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. SUBRECIPIENT shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ARPA SURF Funds under this Agreement. L. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use ARPA SLFRF Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbying. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in Exhibit E, attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit E). N. Financial Interest. SUBRECIPIENT agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -malting process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. O. Labor Standards. The SUBRECIPIENT agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The SUBRECIPIENT agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. P. Equal Employment Opportunities. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by ARPA SLFRF Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (W/MBE). SUBRECIPIENT will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51°/u) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian - Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. DmQ Free Workplace. SUBRECIPIENT agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit F attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements Cost Principles and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. III. CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's audit of all ARPA SLFRF Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations: CITY shall monitor the performance of SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non- compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections that it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. IV. GENERAL PROVISIONS A. Non -Discrimination. 1. SUBRECIPIENT agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. 2. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. 5. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial 10 assistance or under any program or activity conducted by any executive agency or by the United States Postal Service, B. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ARPA SLFRF Funds granted to the CITY, inclusive of the subject ARPA SLFRF Funds, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with ARPA SLFRF Funds, in accordance with 24 CFR 570.2000): 1. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, ARPA SLFRF Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the ARPA expenditure for rendering the services under said program. D. Prohibition of Nepotism. SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this 11 section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in- law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Lisa Rudloff Executive Director Parks, Recreation and Community Services Agency 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Karen Ruan Executive Director 1605 E. 17th Street Santa Ana, CA 92705-8529 F. Assignability. None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. G. Indemnification/Hold Harmless. SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. H. Insurance. Contractor 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 Contractor, its agents, representatives, employees, or subcontractors. 12 a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall beat 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 covering, Code I (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 (if program services includes transportation of youth, the limit shall be no less than $5,000,000) per accident for bodily injury and property damage. (Not required if an automobile is not required to fulfill services.) 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. Sexual Abuse or Molestation (SAM Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 5. If the Contractor 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 Contractor. 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 Contractor 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 Contractor'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 Contractor'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, 13 employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor 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. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor 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: If any of the required policies provide coverage on a claims -made basis: 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 Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Verification of Coverage: Contractor 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 Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 14 9. 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. I. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of ARPA SURF Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 3. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of. (1) any payments made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(I) through 1(6), inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. 15 J. Limitation of Funds. The United States of America may in the future place programmatic or fiscal limitations on the use of ARPA SLFRF Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ARPA program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of SUBRECIPIENT's authority to utilize funds, or may restrict SUBRECIPIENT's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECWIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ARPA SLFRF Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ARPA SLFRF Funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to SUBRECIPIIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. L. Laws Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 16 O. Federal Award Identification Information. SUBRECIPIENT's pertinent Federal Award Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit C attached hereto and incorporated herein by this reference. P. Miscellaneous Provisions. 1. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: &VDAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney y: BRANDON SALVATIERRA Deputy City Attorney FOR APPROVAL: tive Director Recreation and Community Services Agency 18 CITY OF SANTA ANA STINE RIDGE City Manager SUBRECIPIENT: N RUAN Executive Director DUNS #: 790384127 EXHIBIT A SCOPE OF WORK Exhibit A 4. SCOPE OF WORK: 12 months (July 1, 2022-June 30, 2023) (3 page max) 1. Services Provided and Tasks to be Accomplished —Our proposed violence prevention programs, SHORTSTOP and STOP SHORT of Addiction, will provide at -risk youth and their families in Santa Ana with an evidence -based alternative to detention and out -patient substance abuse treatment. These crisis -support services are time -limited and culturally proficient. SHORTSTOP and STOP SHORT of Addiction also works with youth and families to recover from the negative impacts of COVID-19. SHORTSTOP is one of the oldest and most successful juvenile diversion programs in Orange County. For over 40 years, it has set youth offenders back on the right path by giving them the chance to learn from their mistakes and move forward without serving jail time or having a criminal record. It's a wake-up call that has proven to be extremely successful. In fact, studies show that not only are alternatives to detention cost-effective, but they are much more successful in creating long-term behavioral changes than incarceration. SHORTSTOP has been professionally evaluated and identified as a science -based model for preventing delinquent activity/substance abuse among at -risk youth (Journal of Drug Education, 2005). It is not a scared straight program. While the program begins by giving youth a realistic view of the criminal justice system, the focus then shifts to helping youth set goals, explore their future, build healthy family communications, and develop effective peer -refusal skills. Services include: —Clinical Intake (2 hours): The clinical intake assessment gathers valuable information about the youth's emotional stability, at -risk behaviors, drug history, impact of COVID-19, family dynamics and school functioning. Diversion Sessions (two, 3-hour sessions): Due to the pandemic, program sessions are held in the Project Youth OCBF offices (not the courthouses), where youth and parents receive a virtual tour of the courthouse and holding cell. They also hear from paroled convicts and participate in a trial simulation. Youth and parents then receive intensive legal education (including parents' legal rights and responsibilities) and participate in numerous family -strengthening and communication exercises. Sessions promote personal responsibility, self-control, peer -refusal skills, parental monitoring, and school bonding. —Mandatory Assignments: A critical part of SHORTSTOP is what happens at home. Assignments include: reading decision -making and legal education materials, writing assignments (for example, how much their city pays to scrub out graffiti), goal -setting exercises, and interviewing a working professional to encourage exploration of future career paths. —Exit Plan and Case Management/Referral Services: At the end of the program, each youth and their family are provided with an individualized exit plan. As needed, clients are referred to our Intensive Case Management for up to 12 weeks, where they receive linkages to resources and longer -term supportive services. After a comprehensive assessment with the youth, a case manager develops an individualized service plan with the youth that identifies priorities, desired outcomes, and the strategies and resources to be used in attaining the outcomes. The case manager also works with youth to develop problem solving skills, participating in prosocial activities, anger management, job seeking skills, drug/alcohol refusal skills (when applicable), and communication skills (youth and parent/family), as well as parenting skills with the parent/caregiver. Exhibit A Staff assist youth and family members to access additional wraparound services through our partner agencies. Youth and family members may also be referred to other Project Youth OCBF programs. Our new pilot program, ICAN! (Independence, Competence, and Aptitudes, Now!), assists at -risk, transition -age youth (ages 17-22) to identify their career interests and complete a vocational training program. The Higher Education Mentoring Program provides low-income, Latino youth with the academic, social and financial support needed to earn their college degree and enter the professional workforce. Project SELF (Summer Employment with Law Firms) offers paid summer internships at local law firms for low-income high school students. Madres Unidas (meaning Mothers United) provides evidence -based health education and risk -reduction services to Latinas. Our Youth Making Proud Choices! program offers evidence -based sexual health education services to youth to prevent pregnancy, HIV, and STIs. Based on our evidence -based SHORTSTOP model, STOP SHORT of Addiction provides an alternative to incarceration and out -patient substance abuse treatment for youth drug offenders or drug users in Orange County. STOP SHORT of Addition is administered by bilingual/bicultural therapists, with assistance from trained legal experts, the sheriff's coroner and local law enforcement narcotics officers. Guest speakers are also provided from the Youth Guidance Center and Volunteers on Parole. Services include: —Clinical Intake Assessment (same as SHORTSTOP) —Substance Abuse Treatment Sessions (three, 3-hour sessions): Sessions focus on providing legal education, healthy communication/coping skills, educational materials and helping youth maintain a drug -free lifestyle. Highlights include a virtual tour of the courtroom and holding cell, panel with incarcerated minors where they discuss how delinquent behavior and drug use led them to criminal activity and incarceration, a presentation from the county coroner illustrating the biological and psychological effects of drug abuse, group therapy, and a panel of recovered teens that discuss making the choice to stay drug -free. —Mandatory Assignments (same as SHORTSTOP- plus attending two AA or NA meetings) — Exit Plan and Case Management/Referral Services (same as SHORTSTOP) Duration— Project Youth OCBF requests a grant period of two years. SHORTSTOP and STOP SHORT of Addiction are both ongoing programs, with new sessions starting every month. Services are offered in both English and Spanish in a culturally -appropriate manner. Deliverables for the 12-month Grant Period —Objective 1: 60 youth and 80 parents participating in SHORTSTOP will each receive 6 hours of intensive legal education services. Outcome: 75% of the youth and parents participating in SHORTSTOP will report increased legal education knowledge, as reported at program exit. Objective 2: 60 participating SHORTSTOP youth will each receive 6 hours of diversion services. Outcome: 85% of participating youth that complete SHORTSTOP will be diverted from the juvenile justice system. Objective 3: 70 youth and 90 parents participating in STOP SHORT of Addiction will each receive 9 hours of intensive legal education services. Outcome: 75% of the youth and participating in STOP SHORT of Addiction will report increased legal education knowledge, as reported at program exit. Exhibit A Objective 4: 70 participating STOP SHORT of Addiction youth will receive 9 hours of substance abuse treatment services. Outcome: 80% of participating STOP SHORT of Addiction youth will report reduced druglalcohol use six months after completing the program. Objective 5: 70 participating STOP SHORT of Addiction youth will receive 9 hours of diversion services. Outcome: 85% of participating youth that complete STOP SHORT of Addiction will be diverted from the juvenile justice system. Objective 6: 130 youth and 170 family members will receive support services to alleviate the impact of COVID-19. Outcome: 95% of participants will report decreased stress, depression, anxiety and suicidal ideation. Our most recent SHORTSTOP outcomes include (based on client reporting) • 95% of youth have not been rearrested within 6 months of completing the program • 75% of youth report decreased fighting with parents • 75% of parents report improved communication with their child • 80% of parents report increased awareness of available community resources • 67% of youth report increased desire to attend college or vocational training • 100% of parents would recommend SHORTSTOP to another parent Our most recent STOP SHORT of Addiction outcomes include (based on client reporting) • 89% of youth have not been rearrested within 6 months of completing the program • 80% of youth report decreased substance use • 57% of parents report improved communication with their child • 80% of parents report increased awareness of available community resources • 59% of youth report increased desire to attend college or vocational training • 100% of parents would recommend STOP SHORT of Addiction to another parent 2. Target Population —SHORTSTOP and STOP SHORT of Addiction serve youth, ages 12-18, and their family members. Parental participation is mandatory. Over the one-year grant period, we plan to serve 300 youth and family members from Santa Ana, a city disproportionately impacted by the pandemic. This includes 60 SHORSTOP youth and 80 parents, and 70 STOP SHORT of Addiction youth and 90 parents. (Qualified Service Tracts served: 743.00, 744.00, 744.03, 744.05, 744.07, 745.01, 748.02, 748.05, 748.06, 749.01, 749.02, 750.02, 750.03, 750.04, 755.14, and 992.48.) Youth will be referred by the Probation Department or by a Santa Ana referral agent for drug use, possession of alcohol and/or drugs, petty theft, burglary, assault and battery, truancy, possession of weapons, vandalism and other criminal offenses. All youth are potentially at risk for delinquency and substance abuse, but Orange County's Latino youth are particularly vulnerable. While they represent 47% of the county's youth, Latino's account for 86% of teen mothers, 64% of high school dropouts, 92% of youth gang members, and 78% of youth probationers (Conditions of Children in Orange County, 2018). EXHIBIT B FEE PAYMENT SCHEDULE Exhibit B FISCAL YEAR 2022-2023 PROPOSED PROGRAM BUDGET Organization Name Orange County Bar Foundation (dba: Project Youth OCBF) Program Name STOP SHORT of Addiction & SHORTSTOP Diversion Services Term: July 1, 2022 to June 30, 2023 EXPENDITURES Enter budget categories and oroiected expenditures: Category Expenditures Funded By Santa Ana REVIVE Funds Expenditures Funded By Other Sources Program Budget Total Organization Budget Administrative Staff Salaries $44,241 $ 102,470 $146,711 $ 146,711 Program Staff Salaries $64,472 $ 42,981 $107,453 $ 107,453 Contractual Services $0 $0 Other- (15% Indirect Cost) $16,287 $ 21,837 $38,124 $ 38,124 $0 $0 $o $0 $0 $o $0 $o $o $o $01 1$o TOTAL $125,0001 $167,2881 $292,2881 $292,288 PROGRAM RESOURCES LIST ALL OTHER PROGRAM RESOURCES FOR 2022-2023 Funding Source Total must equal Program Budget Total listed above. FUNDING SOURCE AMOUNT Santa Ana REVIVE $ 125,000 Hoag Family Foundation $ 50,000.00 Pacific Life Foundation $ 7,500.00 OCBA $ 7,000.00 Lon V Smith Foundation $ 7,500.00 PY OCBF Fundraisers $ 70,000.00 Jeffrey Carlton Foundation $ 25,288.00 TOTAL $ 292,288 Exhibit B 2022-2023 REVIVE BUDGET LINE ITEMS ADMINISTRATIVE STAFF Position Title Annual Salary & Benefits REVIVE Funds I Description Diversion Coordinator (SSOA) 75,030.00 22,737.00 loversee SSOA Diversion Coordinator (SS) 71,682.00 21,504.00 loversee SHORTSTOP PROGRAM STAFF Position Title Annual Salary & Benefits REVIVE Funds Description Case Manager (SSOA/SS) 53,726.40 32,236.00 SSOA/SHORTSTOP Case Manager (SSOA/SS) 53,726.40 32,236.00 SSOA/SHORTSTOP direct client services CONTRACTUAL/PROFESSIONAL SERVICES Type of Service Contract Amount REVIVE Funds Description N/A OTHER LINE ITEMS Line Item Program Amount REVIVE Funds Description Indirect Costs 15% $38,124 $16,287 Federally negotiated rate Attachment 1(b) EXHIBIT C FEDERAL AWARD IDENTIFICATION INFORMATION The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide ARPA programs identified in this attachment. I. The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of ARPA. Where local policy has not been set, the CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate. II. GOVERNANCE REFERENCES A. Additional state and federal agencies that provide funding to the CITY may be incorporated herein. B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the ARPA SURF Funds. C. Actions, directives, and policy and procedures issued by the CITY. D. CITY policies, as applicable. III. CONTRACTOR/SUBRECIPIENT DETERMINATION: In accordance with the requirements of 2 CFR 200.330 (Subrecipient and Contractor determination) and for the purpose of this CONTRACT, SUBRECIPIENT is determined to be a CONTRACTOR. IV. FEDERAL AWARD IDENTIFICATION FART' INFORMATION A. CONTRACTOR Name: Orange County Bar Foundation DBA Project Youth OCBF B. CONTRACTOR'S Unique 790384127 Identifier (D-U-N-S): Federal Award C. Identification Number SLFRP1059 (FAIN): D. Federal Award Date: 5/19/2021 E Subaward Period of 7/1/2022-6/30/2023 Performance: Total Amount of Federal F. Funds Obligated by the $125,000 Action: Total Amount of Federal G. Funds Obligated to the $125,000 CONTRACTOR: H. Total Amount of the $64,180,406.50 Federal Award: Federal Award Project American Rescue Plan Act (ARPA) I Description: J. Federal Awarding Agency: U.S. Department of the Treasury K. Name of PTE: City of Santa Ana L. Contact Information for the Kristine Ridge, City Manager Awarding Official: Phone Number: (714) 647-5200 E-mail Address: kridgeLasanta-ana.org M. CFDA Number: 21.027 CFDA Name: Coronavirus State and Local Fiscal Recovery Funds N. Whether Award is R&D: No O Indirect Cost Rate for the de minimus or federally negotiated rate Federal Award: EXHIBIT D DEBARMENT Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (I) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance finds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. or Authorized Representative 3�i41�-a Date INSTRUCTIONS FOR CERTIFICATION By signing and submitting this proposal, the prospective recipient of federal assistance finds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification. in addition to other remedies available to the Federal Government. the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terns "covered transaction," "debarred," "suspended," "ineligible," 'lower tier covered transaction," "participant," "person," "primary covered transaction," "principal." "proposal." and "voluntarily excluded;" as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of federal assistance finds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. unless authorized by the DOL, 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension. Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification ofa prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction. unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it detennines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non -Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred. ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment, 3 EXHIBIT C LOBBYING Certification Regarding Lobbying Certification for Contracts, Orants, Loans, andCooperative ,Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (`I) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an _employee of a Member of Congress in connection with the awarding of any federal contract, the making of any cooperative agreement, and the extension, continuation, reagwal, amendment, or modification of any Federal contact, grant, loan or cooperative agreetmttt, (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of :Congress; or an employee or a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LU, "Disclosure Form to Report Lobbying," in accordance with its instructions, (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly, This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code, Any person who Tails to file the required certification shall be subject to a civil penalty ofnot less than $10,00.0 and. not more than $100,000 for each such failure. I, I e \/ 1` l t,KAfr? f riles t�1t 6 I�Dtv'' ,,AAll,�flAn 1 �ln t�Slri� 4 SUBRECIPIENT warrants the following 1. SUBRECIPIENT will comply with Public Law 88-352. Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Pail 1. 2. No person in the United States shall on the ground of race. color, religion, national origin, or sex. be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended. 40 U. S. C, Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services: and are not otherwise employed at any time in construction work. d. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570,604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. 5 EXHIBIT F DRUG -FREE WORKPLACE Certification Reaardina Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. if it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace: (2) The contractor's policy of maintaining a drug -free workplace: (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract. the employee will - (1) Abide by the terms of the statement: and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department ofHousingand Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction: (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such au employee, up to tend including termination; or (2) ltequiriog such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by it Fedoral, State, or local health, law enforcement, or other appropriate, regency; (g) Making tt ,goad faith effort to continue to maintain a drug -free w'orkplaee through implementation of paragraphs (a), (b), (c), (d), (e) and (t), l3. 'ftie contractor shall insert in the space provided on the attached "Place of Performance" form the sites) for the performance of work to be carried out with, tilt, grant f ads (including street address, city, county, state, and zip code) ,the contractor further certifies that, if it is subsequently determined that additional sites will he used for the performance of work under the contract, it shall notifv the U.S. Department of Housing and Urban Development immediately Upon the decision to use such additional sites by s lbnritting a revised "Place of Performance" form, Ako-,- Date PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Tile Contractor shalt insert in the space provided below the sites) eNpeeted to be used for the performance of work under the contract covered by the certification: place of Performance (include street address, city, county; state, zip code for each site): CERTIFICATE OF LIABI IMmG Dig THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGH UPON THE CER- IF.�.,y E L I CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR All THE COVERAGE AFF PJED GyCJVLF .O6.21 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT I�E/'��Tp` j'0� (ol,: I I n REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. V �. �,A �,J 10:50-45-071001 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SU3P JGATION 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 endomement(s). Wigmore Insurance Agency Inc. 880 W. 19th St. 'License #0811959 Costa Mesa CA 92627 INSURED Orange County Bar Foundation Inc 1605 E. 17th Street NAME: Ken Noden, CPCU -6543 PHONE (714)979 LAIC. No. Extl: m I. p141549-e943 .com Santa Ana CA 92705 1INSURER F COVERAriPR CFRTIPIf1ATP MIIIMOCo."/9R aT.T. TTwmc .,�.......... ..........� THIS IS TO CERTIFY THATTHE 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. ILICY LTR SR TYPE OF INSURANCE DD 9UBR POLICYNUMBER MMIDPOLIONYYYI YEFF E� MMIDONYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR EACH OCCURRENCE $ 1,000, 000 OERE TED PRREMIEMISESS Ea omurrence $ 100,000 MED EXP Anyoneperson) S 5,000 X Y PHPK2391127 3/15/2022 VM/2023 PERSONAL BADV INJURY $ 1,000,000 GENL AGGREGATE LIMITAPPLIES PER: X POLICY ❑ PRO- ❑ JECT LOC GENERALAGGREGATE IS 2,000,000 PRODUCTS-COMPlOPAGG $ 2,000, 000 $ OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT a celdanfi $ 1,000,000 BODILY INJURY (Per ameon) $ AIx ANYAIfTO ALL OWNED SCHEDULED AUTOS AUTOS X Y 1?11 2391127 3/15/2022 3/15/2023 BODILY INJURY ( ) $ HIREDAUTOS X NON-0WNED AUTOS PROPERTY DAMAGE Per ci $ IS 1 X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 3,000, ODD AGGREGATE $ 31000,000 A EXCESS LIAB CLAIMS -MADE OED I I RETENTION $ 10,000 $ X Y PHUB807012 3/15/2022 3/15/2023 B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YINATUTE ANY PROPRIETOWPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? � (Mandatory In NH) If yes, describe under NIA EIG1121780-13 1/1/2022 1/1/2023 X PER OTH- ER E.L. EACH ACCIDENT $ 1,000 000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1 000 000 DESCRI PTION OF OPERATIONS below A PSOfessional Liability PHP12391127 3/15/2022 3/15/2023 Each Incident Limit $1,000,000 AggmOale Limit $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 401, AEEIOonal Remarks Schedule, may be attached if more space is required) The City of Santa Ana, Its Officers, Employees, Agents, Volunteers, and Representatives are named as additional insured_ ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE per form PI-GL-005 (07/12). City of Santa Ana Lisa Rudloff Executive Director Parks, Recreation and Community Services Agency 20 Civic Center Plaza P O Box 1988 Santa. Ana, CA 92702-1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. wigmore/K140 ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401) RLkM�agemmtDM$fDR +9' REMEWID&APpp/o1VEO Sr. 14 - Risk Management Spedalls[ .. PI-CANXAICH-002 (05/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTICE TO SCHEDULED ADDITIONAL INSURED OR CERTIFICATE HOLDER This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART COMMERCIAL CRIME COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART SCHEDULE OF ADDITIONAL INSUREDS OR CERTIFICATE HULUEKS AI or CH Additional Insured or Certificate Holder Address AI The City of Santa Ana 120 Civic Center P1z Santa Anar CA 92/01 The following is added to A. CANCELLATION of the Common Policy Conditions of the above applicable coverage part: A. In the event we cancel the policy in accordance with the policy's terms and conditions, we will endeavor to mail written notice of cancellation to Additional Insureds or Certificate Holders, shown in the above SCHEDULE within the time frame listed below. However, failure to mail such notice shall impose no obligation of any kind upon us, our agents or representatives. 1. 30 days before the effective date of cancellation if we cancel for any reason other than for non - payment of premium. As respects Additional Insureds, the above cancellation provision applies only when the Additional Insured shown in the above SCHEDULE is added to the policy by a separate additional insured endorsement as the CANCELLATION NOTICE TO ADDITIONAL INSURED OR CERTIFICATE HOLDER does not provide additional insured coverage. Page 1 of 1 Al =�re^n,Rq� 'Auvuto RldtMuugtnadDMeNn REVIEWED&APPROVE® : - ® Risk Management Specialist 'y PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 03/15/2019 Name of Person or Organization (Additional Insured): The City Of Santa Ana SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 N RAMmagementDhddmt Includes copyrighted material of Insurance Services Office, Inc., with its p , REmEwpsAPPRov®f ®' Risk Management Specialist 01 PI-GLD-HS (10111) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments — Extended Reporting Period 3 years 5 Athlete Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment —Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 Key and Lock Replacement —Janitorial Services Client Coverage $10,000limit g Additional Insured — Newly Acquired Time Period Amended Additionallnsured—Medical Directors and Administrators Included Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additionallnsured — Vendor Included 8 Additionallnsured — Franchisor Included 9 Additional Insured —When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p Rialimmgereadow,lan !' © 2011 Philadelphia Indemnity Insurance Company REWMEwED&APPRov®er: 0Risk Management 5peoalis[ PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury— includes Mental Anguish Included 11 Personal and Advertising Injury— includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p PdskMwaFmedDMs1on © 2011 Philadelphia Indemnity Insurance Company ae evED ey; tutnl.�a-t' A.Ju A,�W44 Risk Management Sped Mist PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III —LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V —DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p © 2011 Philadelphia Indemnity Insurance Company xhkMmaganadWsion A, $VIEWED&APPROVED BY: if`a A+.( A4w4(o ® Risk Management Specialist PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit' seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. 'Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p © 2011 Philadelphia Indemnity Insurance Company R1ekM-2FwttDMs1m _ REVIEWED&APPROVE)Or. Risk Management Specialist PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I— COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p 1'..„ RAMmogamw Diwmn 's © 2011 Philadelphia Indemnity Insurance Company RWEweoa,nrraw®sr y A41u Aaaafo �' Risk Management Specialist PI-GLD-HS (10/11) K. Key and Lock Replacement — Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client' means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p © 2011 Philadelphia Indemnity Insurance Company z �. REMEwm ®�ay. - A,� Aea�.io Risk Management Speoalist - PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators —Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury' to a co - "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source —Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers —At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment —Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p © 2011 Philadelphia Indemnity Insurance Company `�t,unita�a R19eMuugemmrDMs1m REVIEWED&APPROVED BY: A+�:� Aewrdo ' Risk Management Specialist PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors — Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p p MdDn © 2011 Philadelphia Indemnity Insurance Company REVIEWED ®av: Risk Management Specialist 01 PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (t) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury' but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p © 2011 Philadelphia Indemnity Insurance Company WAMotagmedDlvlelon REmeA ED & APPRcvm BV: `1i11JJj1; A*feAcev44 ®' R$k Management Spedalist PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) 'Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, S. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p,� © 2011 Philadelphia Indemnity Insurance Company RrmEwm & APPRovED Sr. A+14 Auwdo ���' Risk Management Specialist PI-GLD-HS (10111) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury— Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury — Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V— DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V —DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p ys, tr w,l,rnno © 2011 Philadelphia Indemnity Insurance Company REMEWED&APPRov®ar. ' A+�Auvufe Ruk Management Sped®ist PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its p ©2011 Philadelphia Indemnity Insurance Company ` gum RAMnugelnadDMdon ReOEWED&AMROV®BY: A, Aewato - Ruk Management Specialist Philadelphia Indemnity Insurance Company PI-SAM-008D (01/17) ABUSIVE CONDUCT LIABILITY COVERAGE FORM POLICY DECLARATIONS PLEASE READ THIS POLICY CAREFULLY. Policy Number: PHPK2391127 Effective date: 03/15/2022 12:01 A.M. Standard Time LIMITS OF INSURANCE: AGGREGATE LIMIT $ 1,000,000 EACH ABUSIVE CONDUCT LIMIT $ 1,000,000 DEDUCTIBLE: $ NONE BUSINESS DESCRIPTION: Form of Business: CORPORATION Business Description: Non Profit Organization PREMIUM: $ 248.00 FORMS AND ENDORSEMENTS (Other than Applicable Forms and Endorsements Shown Elsewhere in the Policy) Forms and Endorsements Applying to this Coverage Part and Made Part of this Policy at Time of Issue: SEE SCHEDULE ATTACHED PI-SAM-008D (01/17) Page 1 of 1 tt ekMWrgenwdTHWe on ©2017 Philadelphia Consolidated Holding Corp. % REMEWED&APPRWEDSr Includes copyrighted material of Insurance Services Office, Inc., with pei A„� cAeau(n —961—�. Risk Management Specialist PI-SAM FORM SCH 1 (05/19) Philadelphia Indemnity Insurance Company Form Schedule — Abusive Conduct Liability Policy Number: PHPK2391127 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description PI-SAM-008D 0117 Abusive Conduct Liability Coverage Policy Dec PI-ARB-1 0403 Binding Arbitration PI-SAM-008 0519 Abusive Conduct Liability Coverage Form Page 1 of 1 PI-SAM FORM SCH 1 (05/19) s,.Y., WekManagM0dDMs1an e. Reoe &APPRovm Br _kiliilLlf.1' Risk Management SpeaAist PI-SAM-008 (05/19) ABUSIVE CONDUCT LIABILITY COVERAGE FORM PLEASE READ THE ENTIRE FORM CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine your rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we," "us" and 'bur' refer to the Company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Within the context of this coverage form, "this insurance" refers to the coverage provided by this Abusive Conduct Liability Coverage Form. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I — COVERAGE A. ABUSIVE CONDUCT LIABILITY COVERAGE 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as "damages" because of "bodily injury" to which this insurance applies caused by: (1) "Abusive conduct"; (2) The negligent: (a) Employment; (b) Selection; (c) Investigation; (d) Supervision; (e) Reporting to the proper authorities, or failure to so report; or (f) Retention of any "employee," "volunteer worker" or any other person or persons for whom the insured is or ever was legally responsible and whose conduct would be covered by (1) above; (3) The negligent: PI-SAM-008 (05/19) Page 1 of 10 ©2019 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc., with pe R1A MntrgeowaADhWd.n RemEwm&Nmavmft Xfe Aud4d4t, ® Ruk Management speaalut PI-SAM-008 (05/19) (a) Placement of adoptive or foster children; (b) Selection or training of adoptive or foster parents; or (c) Supervision of adoptive or foster parents, that gives rise to "claims" of "abusive conduct"; (4) The negligent: (a) Design; (b) Control; (c) Maintenance; (d) Supervision; (e) Inspection; or (f) Investigation of prospective tenants of your premises; premises in your control; or premises you have leased to another that gives rise to "claims" of "abusive conduct'; or (5) The negligent failure to provide professional services or neglect of the therapeutic needs of a client, patient or other person because of "abusive conduct." Subject to the above provisions, we have the right and duty to defend any "suit" seeking "damages" to which this insurance applies. However, we have no duty to defend the insured against any "suit" seeking "damages" to which this insurance does not apply. We may at our discretion, investigate and settle any "claim" of "abusive conduct" and any "suit" that may result. But: (i) The amount we will pay for "damages" is limited as described in SECTION III — LIMITS OF INSURANCE; and (Ii) Our right and duty to defend end when we have used up our applicable limit of insurance in the payment of "damages." We will pay, with respect to any "claim" we investigate or "suit" we defend, any "defense costs" we incur. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for in B. EMPLOYEE AND VOLUNTEER WORKER DEFENSE COVERAGE below. b. This insurance applies to "damages" because of "bodily injury' only if: (1) The "bodily injury' is caused by "abusive conduct" that takes place in the "coverage PI-SAM-008 (05/19) Page 2 of 10 ©2019 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc., with pei REvierrED8r: ® Risk Management Specialist PI-SAM-008 (05/19) territory'; and (2) The "abusive conduct" first occurs during the policy period. c. "Damages" because of "bodily injury' include "damages" claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury. 2. Exclusions This insurance does not apply to: a. Any "claim" or "suit" against any person who personally takes part in any "abusive conduct'; b. Any "claim" or "suit" against any person who intentionally fails to report "abusive conduct" committed by an "employee," "volunteer worker" or any other person for whom any insured is legally responsible; c. Any "claim" or "suit" against any person who commits an intentional or criminal act; d. Any "claim" or "suit" against any "employee," "volunteer worker" or any other person for whom any insured is or ever was legally responsible if at the time of this policy's inception any insured was aware of actual or alleged "abusive conduct" by such person; e. Liability assumed by the insured under any contract or agreement; f. Any obligation for which an insured, or any insurance carrier of the insured, maybe held liable under a workers compensation, disability benefits or unemployment compensation law or any similar law; g. Any "claim" or "suit" arising out of matters which maybe deemed uninsurable; h. Any "claim" made against an insured by another insured except a "claim" made by an insured who is an "employee" or "volunteer worker," subject to Exclusion!. below; 1. Any "claim" made by or on behalf of: (1) Your "employee" or "volunteer worker"; (2) The spouse, child, parent, brother or sister of an "employee" or "volunteer worker" as a consequence of "abusive conduct" to that person; or (3) Any applicants for employment or former "employees" or "volunteer workers." However, this exclusion does not apply in the limited instance where your "employee" or "volunteer worker" is also your client and receiving services falling within the official scope of PI-SAM-008 (05/19) Page 3 of 10 ©2019 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc., with pei „, t '' RldeMaruganmlDMeic+t RINIMM&APPROV 0r A,"yi Auvrdn Risk Management Spea ist PI-SAM-008 (05/19) the services which you provide and the "claim" arises out of the provision of these services; j. Any "defense costs" associated with a criminal trial including appeals; k. "Abusive conduct" that predates the inception of this policy notwithstanding that such "abusive conduct" may continue into this policy period; I. Any "claim" arising out of, based upon or attributable to: (1) Any litigation or demand against an insured pending on or before the inception of this policy, including any future litigation or demand based on the prior or pending litigation that is derived from the same or essentially the same facts as alleged in such prior litigation; (2) Any "abusive conduct," fact, circumstance or situation which has been the subject of any written notice given under any other policy of insurance prior to inception of this policy; or (3) Any "abusive conduct," fact, circumstance or situation of which, as of the inception of this policy, the insured had knowledge and from which the insured could reasonably expect a "claim" to arise; or m. Any "claim" or "suit" arising out of sexual discrimination and/or sexual harassment, whether asserted under any federal or state statute or the common or civil law of any jurisdiction. B. EMPLOYEE AND VOLUNTEER WORKER DEFENSE COVERAGE We will also pay on your behalf "defense costs" for an "employee" or "volunteer worker" who is alleged to be directly involved in "abusive conduct" until such time as that individual is adjudicated to be a wrongdoer or enters a plea of no -contest. This coverage does not apply to any "employee" or "volunteer worker" who knowingly allows the "abusive conduct." SECTION II — WHO IS AN INSURED A. You are an insured. B. Each of the following is also an insured: 1. Your directors, but only for liability arising from their duties as your directors; 2. Your "employees," but only for liability arising within the scope of their employment duties for you; 3. Your "volunteer workers" but only for liability arising within the scope of their volunteer duties related to the conduct of your organization; and PI-SAM-008 (05/19) Page 4 of 10 DMdon ©2019 Philadelphia Consolidated Holding Corp. REmEwED&APPRW®ar. Includes copyrighted material of Insurance Services Office, Inc., with pei ' A,& e Accv44 ®' Risk Management Specialist PI-SAM-008 (05/19) 4. Students in training, but only for liability arising within the scope of their duties related to the conduct of your organization. SECTION III — LIMITS OF INSURANCE A. The limit of insurance shown in the Declarations and the rules below fix the most we will pay for all "damages" regardless of the number of: 1. Insureds; 2. "Claims" made or "suits" brought; or 3. Persons or organizations making "claims" or bringing "suits." B. The Each Abusive Conduct Limit shown in the Declarations is the most we will pay for each "abusive conduct" incident regardless of the number of incidents involved. Two or more "claims" for "damages" because of the same "abusive conduct" shall be: 1. Considered a single "claim"; and 2. Such "claims," whenever made, shall be assigned to only one policy (whether issued by us or any other insurer) and if that is this policy, only one Each Abusive Conduct limit of insurance shall apply- C. The aggregate limit shown in the Declarations is, subject to Paragraph B. of this section, the total limit of our liability for all "damages" to which this insurance applies. Multiple incidents of "abusive conduct" which take place over multiple policy periods for which this coverage is provided shall be deemed to constitute one "abusive conduct" and shall be deemed to occur only at the time of such first incident. Coverage for such "abusive conduct" shall be provided only under the policy, if any, which is in place at the time of the first such incident and shall be subject to the applicable limit of insurance in that one policy. The aggregate limit of this Coverage Part applies separately to each consecutive annual period of this policy; and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations; unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the limit of insurance. SECTION IV — DEDUCTIBLE A. Our obligation to pay "damages" on your behalf applies only to the amount of "damages" in excess of the applicable deductible amount shown in the Declarations. B. The Deductible applies to all "damages" that are the result of any "claim" of "abusive conduct." C. The terms of this insurance, including those with respect to: 1. Our right and duty to defend the insured against any "suits" seeking those "damages'; and 2. Your duties in the event of an incident, "claim," or "suit" apply irrespective of the application of the deductible amount PI-SAM-008 (05/19) Page 5 of 10 ,1. nie Mutsigen erdDN lan ©2019 Philadelphia Consolidated Holding Corp. A ReaEwm S ALMOv® Sr Includes copyrighted material of Insurance Services Office, Inc., with pei '1 a A+�j a Aawaia Risk Management Specialist PI-SAM-008 (05/19) D. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. SECTION V — ABUSIVE CONDUCT LIABILITY CONDITIONS A. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. B. Duties In the Event of an Incident, Claim or Suit 1. If a "claim" is made or "suit" is brought against any insured, you must provide us with written notice of the "claim" or "suit" as soon as practicable, but no later than 60 days after the "claim" is made or "suit" is brought. 2. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "claim" or "suit"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation, settlement or defense of the "claim" or "suit" including the release of any personnel records of the person(s) allegedly involved in the "abusive conduct": and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of "abusive conduct" to which this insurance may also apply. 3. No insureds will, except at their own cost, and without recourse to this policy, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. C. Legal Action Against Us No person or organization has a right under this Coverage Part: 1. To join us as a party or otherwise bring us into a "suit" asking for "damages" from an insured; or 2. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover as a result of an "agreed settlement" or on a final judgment against an insured obtained after an actual trial, but we will not be liable for "damages" PI-SAM-008 (05/19) Page 6 of 10 ©2019 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc., with pe �'. RialthimaganodMisim REvie&m 6 Ar Rwm Or. - Risk Management Specialist PI-SAM-008 (05/19) that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. D. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: 1. Primary Insurance This insurance is primary except when 2. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then we will share with all that other insurance by the method described in 3. below. 2. Excess Insurance If any insured has other insurance providing coverage similar to this insurance, then this insurance shall be excess over and above that other insurance except where such insurance is specifically designated as excess to this policy. When this insurance is excess, we will have no duty to defend any "claim" or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 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. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision. 3. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limit of insurance of all insurers. E. Premium Audit 1. We will compute all premiums for this Coverage Partin accordance with our rules and rates; PI-SAM-008 (05/19) Page 7 of 10 ttekMxnogetnvtdan r es„ ©2019 Philadelphia Consolidated Holding Corp. P RFarwm6APPRov®ar Includes copyrighted material of Insurance Services Office, Inc., with pei '• Aj& g Ac4v44 �Zmw= Risk Management SpectAist PI-SAM-008 (05/19) 2. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Audit premiums are due and payable on notice to the first Named Insured. If the sum of the advance and audit premiums paid for the policy term is greater than the earned premium, we will return the excess to the first Named Insured; and 3. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. F. Representations By accepting this policy, the insured agrees: 1. The statements in the Declarations, and in the application for insurance are accurate and complete; 2. Those statements are based upon representations made by the insureds; and 3. We have issued this policy in reliance upon those representations. G. Transfer of Rights of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. H. Two Or More Coverage Parts Or Policies Issued By Us It is our stated intention that the various coverage parts or policies issued to you by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same "claim" or "suit" We have exercised diligence to draft our coverage parts and policies to reflect this intention, but should the circumstances of any "claim" or "suit' give rise to such duplication or overlap of coverage, then, notwithstanding any other provision of this or any other policy, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same "abusive conduct," professional incident, occurrence, offense, wrongful act, accident or loss, "claim" or "suit," the maximum limit of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limit of insurance under any one coverage part or policy. This condition does not apply to any Excess or Umbrella policy issued by us specifically to apply as excess insurance over this policy. I. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. PI-SAM-008 (05/19) Page 8 of 10 ©2019 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc., with pei yam. Ridv.ALrugemala. �" IhinEWEDfi ArrowRovm®ar. Risk Management Specialist PI-SAM-008 (05/19) If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION VI — DEFINITIONS A. "Abusive conduct" means all actual, threatened or alleged acts of physical abuse, sexual abuse, sexual molestation, sexual misconduct, sexual exploitation, or sexual injury arising out of a single act, or continuous or repeated exposure of one person or two or more people to multiple acts, of a sexual nature committed by: 1. One person; or 2. Two or more people acting together or in related acts or series of acts. Any act or multiple, continuous, related or repeated acts of "abusive conduct" by one person or two or more people acting together will be deemed one "abusive conduct" and will be deemed to occur only when the first "abusive conduct" takes place, regardless of: a. The number of people injured; b. The time period, including multiple policy periods, over which the "abusive conduct" took place; c. The number of such acts; or d. Whether, in the case of two or more people acting together, each such person participated in each act. B. "Agreed settlement" means a settlement and release of liability signed by the insured and the claimant or the claimant's legal representative, and approved by us. C. "Bodily injury" means bodily injury, sickness or disease sustained by a person. "Bodily injury' includes mental anguish, mental injury, shock, fright or death resulting from physical injury or "abusive conduct" D. "Claim" means any written demand for monetary relief. E. "Coverage territory' means 1. The United States of America (including its territories and possessions), Puerto Rico and Canada; 2. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph 1. above; or 3. All other parts of the world if the injury or damage arises out of the activities of a person whose home is in the territory described in Paragraph 1. above but is away for a short period of time on your business; provided the insured's responsibility to pay "damages" is determined in a "suit" on the merits, in the territory described in Paragraph 1. above or in a settlement to which we agree. F. "Damages" means a monetary: PI-SAM-008 (05/19) Page 9 of 10 ©2019 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc., with pei Risk Mwftm.&DIAdon el'O REviEwED&APFRovED8r A4 ju Auv44®' Risk Management Specialist PI-SAM-008 (05/19) 1. Judgment; 2. Award; or 3. Settlement, but does not include fines, sanctions, penalties, punitive or exemplary damages or the multiple portion of any damages. G. "Defense costs" mean any costs to investigate a "claim" or defend a "suit" seeking "damages. These costs are outside the limits of insurance. H. "Employee" includes a "leased worker" or a "temporary worker. I. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. J. "Suit" means a civil proceeding in which "damages" because of "abusive conduct" to which this insurance applies are alleged. "Suit" also includes: 1. An arbitration proceeding in which such "damages" are claimed and to which you must submit or do submit with our consent; or 2. Any other alternative dispute resolution proceeding in which such "damages" are claimed and to which you submit with our consent. K. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. L. "Volunteer worker' means a person who is not your "employee," and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. PI-SAM-008 (05/19) Page 10 of 10 ©2019 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc., with pei RAMmagmerdDIvUlm nREMMM & APPRO BY.. U' Risk Management Specialist POLICY NUMBER: PHUB807012 PHILADELPHIA INSURANCE COMPANIES A Member of tbe'rokin Marine Group PI-CXL-002 (05/19) One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY.com COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY DECLARATIONS Philadelphia Indemnity Insurance Company 25917 Wigmore Insurance Agency, Inc. 880 W 19th St Costa Mesa, CA 92627 (714)979-6543 NAMED INSURED: Orange County Bar Foundation, Inc MAILING ADDRESS: 1605 E 17th St Santa Ana, CA 92705-8529 POLICY PERIOD: FROM 03/15/2022 TO 03/15/2023 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. EACH OCCURRENCE LIMIT (LIABILITY COVERAGE) $ 3,000,000 PERSONAL & ADVERTISING INJURY LIMIT $ 3,000,000 Any one person or PRODUCTS COMPLETED OPERATIONS AGGREGATE LIMIT $ 3,000,000 GENERAL AGGREGATE LIMIT (LIABILITY COVERAGE) (except with respect to Auto Liability and Products Completed Operations) $ 3,000,000 RETAINED LIMIT: $ 10,000 PI-CXL-002 (05/19) Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc., with tu®emwwgemva v�vuw„ REVIEV/m & APPROV®BY: \'Auvufo �' Risk Management Spedaut PI-CXL-002 (05/19) POLICY NUMBER: PHUB807012 PREMIUM SUBTOTAL $ 1,400.00 STATE TAXES, FEES, SURCHARGES (if applicable) Not Applicable PREMIUM TOTAL including Taxes, Fees, Surcharges) $ 1,400.00 AUDIT PERIOD: I ® NOTAPPLICABLE 111 ANNUALLY ❑ SEMI-ANNUALLY I ❑ QUARTERLY1 ❑ MONTHLY SINESS FORM OF BUSINESS: CORPORATION BUSINESS DESCRIPTION: Non -Profit Umbrella PI-CXL-002 (05/19) Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with per RiskManaganetDMalm REVIEWED & APPROVED BY: �. - Risk Management Specials[ PI-CXL-002 (05/19) POLICY NUMBER: PMM807012 SCHEDULE OF UNDERLYING INSURANCE Employers' Liability Company: msD Policy Number: xsD Policy Period: 03/15/2022 03/15/2023 Minimum Applicable Limits Bodily injury by accident $ 500, 000 Each Accident Bodily injury by disease $ 500,000 Each Employee Bodily injury by disease $ 500,000 Policy Limit Commercial General Liability ® Occurrence ❑ Claims -Made Company:- Philadelphia Indemnity Insurance Company Policy Number: PHPK2391127 Policy Period: 03/15/2022 03/15/2023 Retroactive Date: Not Applicable Minimum Applicable Limits: General Aggregate $ 2,000,000 Products -Completed Operations Aggregate $ 2,000,000 Personal And Advertising Injury $ 1,000,000 Each Occurrence $ 1,000,000 Commercial Auto Liability Company: Policy Number: Policy Period: Minimum Applicable Limits Garage Aggregate Limit For Other Than Autos (if applicable) $ Each Accident $ Professional Liability ❑ Occurrence ❑ Claims -Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits PI-CXL-002 (05/19) Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc., with per .>e""P s"`�& Wa Risk MmagemndDM81on WvEwm&Avrrtovm By: A+y=Aawul- ®' Risk Management Specialist NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Orange County Bar Foundation Inc. Name: Project A-2022-069-14 Number: Project Agreement Between The City Of Santa Ana And Orange County Bar Name: Foundation For Use Of American Rescue Plan Act (ARPA) Funds The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: EXPIRATION TYPE OF INSURANCE POLICY NUMBER COI DATE FILE NAME DATE COI 3.15.23- ABUSIVE CONDUCT LIABILITY PHPK2513223 03/15/2024 03/10/2023 3.15.24.pdf AUTOMOBILE LIABILITY PHPK2513223 03/15/2024 03/14/2023 COI.pdf GENERAL LIABILITY PHPK2513223 03/15/2024 03/14/2023 COI.pdf Orange County WORKERS COMPENSATION AND EMPLOYERS' Bar Foundation EIG112178014 01/01/2024 01/09/2023 LIABILITY DBA Project Youth OCBF.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 3/15/2023 6:59 PM