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SECOND CHANCE ORANGE COUNTY (6)
INSURANCE NOT ON FILE A-2022-093-05 WORK MAY NOT PROCEED CLERK OF COUNCIL AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DATE: J UN 2 9 2022 SECOND CHANCE ORANGE COUNTY FOR USE OF EMERGENCY SOLUTIONS GRANTS FUNDS o0A Ix (24 CFR Parts 91 and 576) �THIS G A REEMENT, is hereby made and entered into this July 1, 2022, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California, herein called the "CITY", and Second Chance Orange County, a California nonprofit organization, herein called the "SUBRECIPIENT". RECITALS: 1. The CITY is the recipient of Emergency Solutions Grant ("ESG") funds from the United States Department of Housing and Urban Development ("HUD"), pursuant to subtitle B of title IV of the McKinney-Vento Homeless Assistance Act [42 U.S.C. 11371-11378], for the rehabilitation or conversion of buildings for use as emergency shelter for the homeless, for the payment of certain expenses related to operating emergency shelters, for essential services related to emergency shelters and street outreach for the homeless, and for homelessness prevention and rapid re -housing assistance. Catalogue of Federal Domestic Assistance ("CFDA") 14.231 and Federal Award Identification Number (FAIN) E-22-MC-06-0508. 2. The CITY has approved the provision of federal funds under the ESG to be used in the operation of an emergency solutions program ("program") for the homeless or at -risk of homelessness of the City of Santa Ana as further described by Exhibit A, Scope of Work, attached hereto and by this reference incorporated herein. 3. The SUBRECIPIENT represents that it has the requisite qualifications, expertise, and experience in the provision of emergency solutions programs for the homeless or at -risk of homelessness and is willing to use said federal funds to operate said program. 4. The SUBRECIPIENT agrees to assist individuals and families that are homeless or at risk of homelessness in obtaining appropriate supportive services including, but not limited to: temporary and permanent housing, relocation and stabilization services, rapid re -housing assistance, medical and mental health treatment, counseling supervision, and other services essential for achieving independent living. 5. The SUBRECIPIENT has agreed to be reimbursed for the above services in an amount not to exceed $30,000 in grant funding for Shelter, Outreach Services, Rapid Re -Housing or Homeless Prevention. 6. This AGREEMENT is contingent upon the award of Emergency Solutions Grant funds from the United States Department of Housing and Urban Development. 7. The CITY and the SUBRECIPIENT have duly executed this AGREEMENT for the expenditure and utilization of said funds. NOW THEREFORE, 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 the SUBRECIPIENT: I. SCOPE OF PROGRAM A. General Administration The SUBRECIPIENT agrees to implement this activity as set forth in detail in Exhibit A, Scope of Work, which shall provide a description of each activity, including the services to be performed, the person or entity providing the service, the estimated number of recipients of the service, and the manner and means of the services. B. Levels of Accomplishment —Goals and Performance Measures The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A and report such measures quarterly to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. C. Staffing The SUBRECIPIENT shall ensure adequate and appropriate staffing is allocated to each ESG activity. Nothing contained in this AGREEMENT is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. H. TERM OF AGREEMENT This AGREEMENT shall take effect on July 1, 2022, and shall terminate on June 30, 2023, unless otherwise cancelled or modified according to the terms of this AGREEMENT. III. DISBURSEMENT AND FUNDS The City was allocated $474,154.00 in Emergency Solutions Grant funds under the McKinney-Vento Homeless Assistance Act for fiscal year 2022-2023 from the Department of Housing and Urban Development. CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received under provisions of the Act a sum not to exceed $30,000 for SUBRECIPIENT'S performance in accordance with the Budget attached hereto as "Exhibit B" during the period of this Agreement. Said sum shall be paid after CITY receives invoices submitted by SUBRECIPIENT as provided hereinabove. A. Amount and Expenditure End Date The CITY agrees to reimburse the SUBRECIPIENT a maximum amount not to exceed $30,000 from Emergency Solutions Grant (ESG) funds, as outlined in Exhibit B, Final Budget, and such funds shall be expended by the SUBRECIPIENT on or before June 30, 2023. SUBRECIPIENT has the ability to adjust line item amounts in the Budget with the written approval of the CITY's Executive Director of the Community Development Agency, so long as the total Budget amount does not increase. B. Invoicing Procedures The SUBRECIPIENT shall submit quarterly invoices (on or before the 15°i day of October, January, April, and July) in a form prescribed by the CITY, detailing such expenses. Such schedule may be modified with the approval of the CITY. C. Payment Payment is subject to the receipt and approval of such invoices and quarterly activity reports, as hereinafter more fully set forth below under Reporting, with the final payment subject to the satisfaction of the condition precedent of submittal of complete invoicing and reporting information due on or before July 15 of the applicable funding year. The CITY shall pay such invoices within thirty (30) days after receipt thereof, provided. the CITY is satisfied that such expenses have been incurred within the scope of this AGREEMENT and that the SUBRECIPIENT is in compliance with the terms and conditions of this AGREEMENT. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete.and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required. documentation and reporting will cause the CITY to withhold all or a portion of a request for reimbursement until such documentation and reporting has been received and approved by the CITY. D. Use of Funds The SUBRECIPIENT agrees to use said funds pursuant to this AGREEMENT to pay for necessary and reasonable costs allowable under federal law and regulations to operate said program only. Said amounts shall include and will be limited to, street outreach, emergency shelter, homelessness prevention, rapid re -housing assistance, housing relocation and stabilization services, short-term and medium -term rental assistance, and Homeless Management Information Systems ("HMIS") data contribution as set forth in 24 CFR § 576.101 — § 576.107. Allowable program costs are detailed in the Budget, as set forth in Exhibit B, attached hereto and by this reference incorporated herein. The 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 the CITY is otherwise obligated to pay to the SUBRECIPIENT pursuant to the terms hereof. The SUBRECIPIENT agrees that the homeless shelter/services under said program shall be available for the entire period during which said funds are provided. E. Condition of Funding (1) The CITY advises the SUBRECIPIENT that a significant change in entitlement funding may result in a change in the current process utilized by the CITY to determine funding allocations. The SUBRECIPIENT acknowledges that the obligation of the CITY is contingent upon the availability of Federal, State or Local government funds, which are appropriated or allocated for the payment of such an obligation. If funding levels are significantly affected by Federal budgeting or if funds are not allocated and available for the continuance of the function performed by the SUBRECIPIENT, this AGREEMENT may be terminated by the CITY at the end of the period for which funds are available. At the earliest opportunity, the CITY shall notify the SUBRECIPIENT of any service which may be affected by a shortage of funds. No penalty shall accrue to the CITY in the event this provision is exercised and the CITY shall not be liable for any damages as a result of termination under this provision of this AGREEMENT. Nothing herein shall be construed as obligating the CITY to expend funds in excess of appropriations authorized by law. (2) The SUBRECIPIENT shall allow representatives of the CITY or HUD to inspect facilities which are used in connection with the AGREEMENT or which implement programs funded under this AGREEMENT. F. Matching The SUBRECIPIENT is required to make matching contributions to supplement the 1 SG program in an amount that equals or exceeds the amount of ESG funds provided by HUD through the CITY. Such contributions shall be entirely consistent with the Matching Requirements as outlined by 24 CFR § 576.201, The anticipated source and amount of all matching funds contributed by the SUBRECIPIENT will be enumerated in Exhibit B, Final Budget. G. Proeram Income (1) Definition. Program income means, as provided by 2 CFR 200.80, gross income received by the SUBRFCIPIENT directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period. For purposes of ESG, program income will also include any amount of a security or utility deposit returned to the SUBRECIPIENT. (2) Use. The SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this AGREEMENT. (3) Counts toward Matching. Costs paid by program income may count toward meeting the matching requirements, provided the costs are eligible ESG costs that supplement the program. H. Separation of Accounts All funds received by the SUBRECIPIENT from the CITY pursuant to this AGREEMENT shall be maintained separate and apart from any other funds of the SUBRECIPIENT, or of any principal or member of the SUBRECIPIENT, in an account (the "Account") at a federally insured banking or savings and loan institution with record keeping of such Accounts maintained pursuant to applicable legal requirements. The SUBRECIPIENT shall keep all records of the Account in a manner that is consistent with generally accepted accounting principles. No monies shall be withdrawn from the Account except for expenditures relating to essential services, homeless prevention, and/or operations costs, as authorized hereunder. All disbursements from the Account shall be for obligations incurred in the performance of this AGREEMENT and shall be supported by contracts, invoices, vouchers, and other data, as appropriate, evidencing the necessity of such expenditure. The CITY may withhold payment allocation requests if the SUBRECIPIENT fails to comply with the above requirements until such compliance is demonstrated. 1. Expenditure of Funds Much like how HUD requires the CITY, pursuant to 24 CFR 576.203, to expend all of the grant funds for eligible activity costs within 24 months after the date that HUD signs the grant agreement with the CITY, it is a requirement for the SUBRECIPIENT to expend all of the grant funds for eligible activity costs within the aforementioned period. For the purposes of this paragraph, expenditure means either an actual cash disbursement for a direct charge for a good/service or an indirect cost, or the accrual of a direct charge for a good/service or an indirect cost. Failure to expend said funds within said timeframe can result in a reallocation of funds. Prohibited Use (1) Generally. The SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this AGREEMENT to pay for meals for persons other than those identified as homeless or at risk of homelessness. Said funds shall not be used for entertainment purposes or for gifts. The SUBRECIPIENT certifies that it will not use said funds for illegal or dishonest conduct, rather, fund use will remain in compliance with all applicable federal, state, and local laws, including applicable laws not outlined in this AGREEMENT. (2) Lobbying. The SUBRECIPIENT certifies and agrees 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 IV. V. 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. The SUBRECIPIENT shall sign a certification to that effect in a form as set forth in Exhibit C, .attached hereto and by this reference incorporated herein. The SUBRECIPIENT shall submit said signed certification to the CITY prior to performing any of its obligations under this AGREEMENT and prior to any obligation arising on the part of the CITY to pay any sums to the 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 (see Exhibit D). NOTICES The SUBRECIPIENT and the CITY agree that all notices required by this AGREEMENT shall be made in writing and delivered via mail (postage prepaid); commercial courier; personal delivery; or sent by facsimile or other electronic means (provided that receipt is confirmed). Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this AGREEMENT shall be addressed to the individuals in the capacities indicated below, unless modified by subsequent written notice. Communication and details concerning the AGREEMENT shall be delivered to the office of, and directed to, the following representatives:' CITY: Holli Safran Community Development Analyst City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 GENERAL CONDITIONS A. Coordination with Continuum of Care SUBRECIPIENT: Deborah Johnson Executive Director Second Chance Orange County 290 Paularino Drive Costa Mesa, CA 92660 949-269-6203 The SU13RECIPIENT must work with the Continuum of Care ("CoC") to ensure the screening, assessment, and referral of program participants are consistent with the CITY's written standards for providing ESG assistance as described in its consolidated plan. The SUBRECIPIENT must keep documentation evidencing the use of, and written intake procedures for, the centralized or. coordinated assessment system(s) developed by the CoC in accordance with the requirements established by HUD. See 24 CFR 576.400. B. Evaluation of Program Participants Eligibility and Needs The SUBRECIPIENT must conduct evaluations and re-evaluations to determine the eligibility of each individual or family's eligibility for ESG assistance in accordance with 24 CPR 576.401. C. Terminating Assistance If a program participant violates program requirements, the SUBRECIPIENT may terminate the assistance in accordance with .a formal process established by the SUBRECIPIENT that recognizes the rights of individuals affected. See 24 CFR 576.402 D. Shelter and Housing Standards The SUBRECIPIENT certifies that shelters and housing supported by ESG funds and used by ESG beneficiaries will conform to 24 CFR 576.403. E. Homeless Involvement The SUBRECIPIENT certifies that it will involve, to the maximum extent practicable, homeless individuals and families in constructing, renovating, maintaining, and operating facilities as under the ESG program, and in providing services for oecupapts of these facilities. See 24 CFR 576.405(c) and 42 USC 11375(d). F. Independent Contractor Nothing contained in this AGREEMENT is intended to, or shall be construed in any manner, as creating. or establishing the relationship of employer/employee between the parties. The SUBRECIPIENT and its subcontractors shall at all times remain independent contractors with respect to the services to be performed under this AGREEMENT. The CITY shall be exempt from payment of any UnemploymentCompensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the SUBRECIPIENT is an independent contractor. G. Subcontracts (1) Content Requirements. The SUBRECIPIENT will include all relevant provisions of this AGREEMENT in all subcontracts entered into as part of the activities undertaken in furtherance of this AGREEMENT and will take appropriate action pursuant to any subcontract upon a finding that the subcontractor is in violation of regulations issued by any federal agency. The SUBRECIPIENT will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 (Economic Opportunities for Low- and Very Low -Income Persons) and will not allow any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. (2) Submission to the CITY. The SUBRECIPIENT must submit all subcontracts and other agreements that relate to this AGREEMENT to the CITY. H. Licensing The SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation, and inspections from all agencies governing its operations. The SUBRECIPIENT shall ensure that its staff and subcontractors shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing the SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. I. Responsibilities Toward Fmpjoyees H The SUBRECIPIENT accepts full responsibility for payment of any and all unemployment compensation, insurance premiums, workers' compensation premiums, income tax withholdings, social security withholdings, and any and all other taxes or payroll withholdings required for all employees engaged in the performance of the work and activities authorized by the AGREEMENT. The SUBRECIPIENT accepts full responsibility for providing workers with proper safety equipment and taking any and all necessary precautions to guarantee the safety of workers or persons otherwise affected. J. Insurance and Bondine (1)Generally. The SUBRECIPIENT shall maintain liability and property insurance to cover actionable legal claims for liability or loss which are the result of injury to or death of any person, or damage to property (including property of Grantee) caused by the negligent acts or omissions, or negligent conduct of the SUBRECIPIENT, its employees, agents or subcontractors, to the extent permitted by law, in connection with the activities pursuant to this AGREEMENT. The SUBRECIPIENT shall comply with the bonding and insurance requirements of 2 CFR 200.427, and 2 CFR 200.447. The SUBRECIPIENT shall undertake self-insurance, or shall obtain, at its sole cost; a policy or policies of commercial general liability insurance, or equivalent form. Such insurance shall: (1) name the City of Santa Ana, its officers, agents, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insureds provisions; and (4) give to the CITY prompt and timely notice of claim made or suit instituted arising out of the SUBRECIPIENT's operations hereunder. (2) Limits. The SUBRECIPIENT shall maintain, at all times, the following minimum levels of Insurance, and shall, without in any way altering its liability, obtain, pay for, and maintain insurance for the coverages and amounts of coverage not less than those set forth below: a. Workers' Compensation. Amount must comply with State and Federal Laws b. Comprehensive General Liability. $1,000,000 combined single limit of liability for bodily injuries, death, and property damage resulting from any one occurrence, including the following coverages: Premises and Operations; and ii. Broad Form Commercial General Liability Endorsement to include blanket contractual liability (specifically covering, but not limited to, the contractual obligations assumed by the SUBRECIPIENT); Personal Injury (with employment and contractual exclusions deleted); and Broad Form Property Damage coverage. c. The SUBRECIPIENT's self -insured retention or deductible per line of coverage shall not exceed $25,000 without the permission of the CITY. (3) Proof of Insurance. The SUBRECIPIENT shall famish the CITY's Clerk of the Council with an insurance certificate from insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior notice to the CITY. __ The SUBRECIPIENT shall, prior to exercising any right under this AGREEMENT: a. famish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverage required above; b.. provide that such insurance shall not be materially changed or terminated except on thirty (30) days prior written notice to the CITY; c. maintain such insurance for the period covered by this AGREEMENT; and d. replace such certificates for policies expiring prior to the expiration of this AGREEMENT. (4) Company Rating. All insurance coverage shall be written with a company having an A.M. Best Rating of "A or better and financial size of VIII or larger. (5) Failure to Comply. In the event of any failure by the SUBRECIPIENT to comply with these provisions, the CITY may, after notice to the SUBRECIPIENT, suspend the program for cause until there is full compliance. K. Zonine, The SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should the SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state, or federal rates and regulations relating thereto, the 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 CTI'Y or other authorized citing agency. The SUBRECIPIENT shall notify the CITY immediately of any pending violations. Failure to notify the CITY of pending violations, or to remedy such known violation(s), shall result in termination of grant funding hereunder. The 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. L. Displacement and Relocation. The SUBRECIPIENT must assure that it has taken all reasonable steps to minimize displacement of persons. Relocation must be consistent with requirements as set forth in 24 CFR § 576.408. M. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and the AGREEMENT shall be read and enforced as though it were included, herein, and if through mistake or otherwise any such provision is not inserted or correctly inserted, then upon the application of either party the contract shall forthwith be physically amended to make such insertion or correction. VI. ASSURANCES AND CERTIFICATIONS A. Non -Profit Status The SUBRECIPIENT certifies that: (1) The SUBRECIPIENT is a duly organized and existing non-profit corporation in good standing and authorized to do business under the laws of the State of California and in possession of required non-profit status under the United States Internal Revenue Code [for example, 26 USC § 501(c)(3)]. The 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 the SUBRECIPIENT has been fully authorized by all requisite actions on the part of the SUBRECIPIENT. (2) If the SUBRECIPIENT's non-profit status changes at anytime during this AGREEMENT, it will advise the CITY within 15 days. (3) If the SUBRECIPIENT is a private non-profit, it hereby agrees that the members of its Board of Directors will receive no compensation, directly or indirectly, other than reimbursement for expenses, from any funds generated from or because of the ESG program, for their services. (4) As a non-profit, the SUBRECIPIENT acknowledges that administration of its operation and services are subject to the requirements as established in 2 CFR 200. B. Adherence to Federal, State, and Local Laws and Regulations (1) General. The SUBRECIPIENT agrees to comply with all requirements of the ESG program and applicable cross -cutting Federal, State, and Local requirements. (2) Economic Opportunities for Low- and Very Low-income Persons. The SUBRECIPIENT shall ensure that employment and other economic opportunities generated by the Program shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly those who are recipients of government assistance for housing. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 1701u, and regulations at 24 CFR part 135 apply, except that homeless individuals have priority over other. Section 3 residents in accordance with § 576.405(c). (3) Civil Rights. The SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civil Rights Act of 1968, as amended, Section 109 of the Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, and 41 CFR Chapter 60. (4) Nondiscrimination and Equal Employment Opportunity. During the performance under this AGREEMENT, the SUBRECIPIENT shall not discriminate against any employee or applicant for employment based on race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familial status, sexual orientation, or any other basis prohibited by applicable law. The SUBRECIPIENT shall take affirmative action to ensure that all applicants and employees are treated without regard to race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familial status, and sexual orientation. The SUBRECIPIENT shall comply with all provisions of Executive Order 11246, Equal Employment Opportunity, as amended by Executive Orders 11375 and 12086, - - - (5) Nondiscrimination and Equal Opportunity in Participation. The requirements in 24 CFR part 5, subpart A are applicable, including the nondiscrimination and equal opportunity requirements at 24 CFR 5.105(a). The SUBRECIPIENT shall not discriminate against any participant on the ground of race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familiar status, sexual orientation, or any other basis prohibited by applicable law. The SUBRECTIENT shall, through affirmative outreach, make known that use of the facilities, assistance, and services are available to all on a nondiscriminatory basis. The SUBRECIPIENT must take appropriate steps to ensure effective communication with persons with disabilities. (6) Americans with Disabilities Act. The SUBRECIPIENT agrees to comply with any federal regulations issued pursuant to compliance with the Americans with Disabilities Act which prohibits discrimination and ensures equal opportunity for persons with disabilities in employment, State and Local government services, and public accommodations. (7) Fair Housing. Under section 808(e)(5) of the Fair Housing Act, HUD has a statutory duty to affirmatively farther fair housing. HUD requires the same of its funded sub -recipients. The SUBRECIPIENT has a duty to affirmatively further fair housing opportunities for classes protected under the Fair Housing Act. C. Falsification of Information The SUBRECIPIENT represents and warrants that it has made no false statements to the CITY in the process of obtaining this award of the ESG Funds. D. Drug Free Workplace The SUBRECIPIENT represents and warrants that it has established the following drug -free workplace policy: (1) The unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. (2) . As an employee working in conjunction with a federally funded program, the employees of the SUBRECIPIENT will be required to: a. Abide by the terms above in statement (1), and b. Notify the appropriate SUBRECIPIENT authorities and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace. Such notification shall be made no later than five (5) days after conviction. (3) The CITY and the United States Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. (4). Within thirty (30) days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. (5) Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or Local health, law enforcement, or other appropriate agency. E. Religious Organization The SUBRECIPIENT may not engage in inherently religious activities, such as worship, religious instruction, or proselytization as part of said program or services. If the SUBRECIPIENT conducts such activities, the activities 10 must be offered separately, in time or location, from said programs or services, and participation must be voluntary for the program participants. The SUBRECIPIENT. shall not, in providing program assistance, discriminate against a program participant or prospective program participant on the basis of religion or religious belief. If the SUBRECIPIENT is a religious organization, .it retains its independence from Federal, State, and Local governments, and may continue to. carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that the religious organization does not use direct ESG funds to support any inherently religious activities. The SUBRECIPIENT agrees that rehabilitation of structures by the religious organization in connection with said program must be in sound accord with the provisions under 24 CFR § 576.406. F. Additional Terms between the CITY and HUD The SUBRECIPIENT agrees further that it shall be bound by the standard terms and conditions used in the Grant Agreement between HUD and the CITY and such other rules, regulations, or requirements as HUD may reasonably impose in addition to the aforementioned assurances at or subsequent to the execution of this AGREEMENT by the parties hereto. G. OSHA Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous, or dangerous to the participants' health or safety, H. Hatch Act The SUBRECIPIENT agrees that no funds provided, nor personnel employed under this AGREEMENT, shall be in any way or to any extent engaged in the conduct of political activities in violation of the.Hatch Act, 5 U.S.C. Section 1501 et seq. I. Davis -Bacon Act All laborers and mechanics employed by contractors or subcontractors in the performance of construction work, including alterations and repairs, in excess of $2,000.00, financed in whole or in part with federal 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 276a - 276a-5. Any such construction contract shall include and comply with the required contract provisions and rules set forth in 29 C.F.R. §5.5. Further, the payroll reports (along with the "Statement of Compliance") and basic records are required to be maintained and submitted, or made available, pursuant to 29 C.F.R. §5.5(a)(3). No payment, advance, giant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a certification by the contractor that the contractor and its subcontractors have complied with the provisions of 29 C.F.R. §5.5. A breach of the contract clauses in 29 C.F.R. §5.5 may be grounds for termination of the contract, and for debarment as a contractor/subcontractor, as provided in 29 C.F.R. §5.12. Labor standards interviews/investigations shall be made as necessary to assure compliance. See 29 C.F.R. §5.6(a)(3). VII. ADMINISTRATIVE REQUIRE, MENTS 11 A. Generally 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. B. Procurement (1) Compliance. The SUBRECIPIENT shall comply with current HUD and CITY policies concerning the procurement of equipment, goods, and services, and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. The SUBRECIPIENT shall report to the CITY all program assets (unexpended program income, property, equipment, etc.), and upon the CITY'S request, such assets shall revert to the CITY upon termination of this AGREEMENT. (2) Pursuant to 2 CFR 200.331 (a) (4), the Indirect Cost Rate for the SUBRECI IENT's award shall be an approved federally recognized cost rate negotiated between the SUBRECIPIENT and the Federal government, or, if no cost rate exists, the de minims indirect cost rate as defined in 2 CFR 200.414(b) Indirect (F & A) costs shall be used. For this agreement, the de minims indirect cost of 10% will apply. (3) Use and Reversion of Assets. The use and disposition of equipment under. this AGREEMENT shall be in compliance with the requirements of 2 CFR Part 200. C. Reporting Reporting requirements must conform to the policies and procedures as established by the CITY and 24 CFR § 576.500. The SUBRECIPIENT shall submit to the CITY, on or before the 15'" day of October, January, April, and July, as part of the Quarterly Report: (1) Payment Request. An original request for reimbursement and true copies of invoices, receipts, agreements, or other documentation supporting and evidencing how the ESG Funds have been expended during the applicable quarter. (2) Quarterly Activities and written cumulative (year-to-date) reports of activities, program accomplishments, new program information, and up-to-date program statistics on expenditures, caseload and activities. Failure to provide any of the required documentation and reporting will cause the CITY to withhold all or a portion of a request for reimbursement until such documentation and reporting has been received and approved by the CITY. (3) Matching. Quarterly certification of match, plus documentation of match source. (4) Any other such reports as the CITY (or HUD) shall reasonably require and/or request, including but not limited to the following information: monthly records of all ethnic and racial statistics of persons and families benefited by the SUBRECIPIENT in the performance of its obligations under this AGREEMENT. . D. Record Keeping Sufficient records must be established and maintained to enable the CITY and HUD to determine whether the ESG requirements are being met. Record keeping requirements must conform to the policies and procedures as established by the CITY. All accounting records, reports, all evidence pertaining to costs, expenses, and ESG 12 Funds of the SUBRECIPIENT, and all documents related to this AGREEMENT shall be maintained and kept available at the SUBRECIPIENT'S office or place of business for the duration of the AGREEMENT and thereafter for five (5) years post -completion of an audit in conformity with the ESG requirements, except as hereinafter provided relating to retention of any records or documentation existing, created, or maintained in compliance with Lead -based Paint regulations, which likely require longer retention as outlined below. 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 the 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. All said records must be retained for the greater of the aforementioned duration or the periods specified in 24 CPR 576.500(y). All records relating to, or created or maintained in compliance with, the Lead -Based Paint regulations shall be retained and maintained by the SUBRECIPIENT indefinitely, including without limitation, all inspection report(s); 'disclosure statement(s), and clearance report(s). Copies made by microfilming, photocopying, or similar methods may be substituted for the original records. The CITY, HUD and auditors shall have the right to access all the SUBRECIPIENT records for as long as the records are retained by the SUBRECIPIENT. In the event the SUBRECIPIENT does not make the above -referenced documents available within the City of Santa Ana, California, the SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by the CITY in conducting any audit at the location where said records and books of account are maintained. The SUBRECIPIENT agrees to meet the requirements set forth in 24 CFR § 576.500. E. Homeless Management Information Systems HMIS (1) Generally. The SUBRECIPIENT must ensure that data on all persons served and all activities assisted under ESG are entered into the applicable community -wide HMIS in the area in which those persons and activities are located, or with the express knowledge and written consent of the CITY, a comparable database, in accordance with HUD's standards on participation, data collection, and reporting under a local HMIS. (2) HMIS Agency Agreement. The SUBRECIPIENT shall have an agreement in place with the HMIS lead agency to participate in the regionally HMIS system. A copy of the SUBRECIPIENTS agreement with the HMIS lead agency shall be attached to this agreement as Exhibit E. In the case of Domestic Violence service providers or other agencies prohibited from entering data into HMIS, documentation from the HMIS lead agency certifying that the SUBRECIPIENT is using a comparable database shall be attached to this agreement as Exhibit E. (3) HMIS Interagency Data Sharing Agreement. The SUBRECIPIENT shall enter into an Interagency Data Sharing Agreement with the HMIS Lead Agency where the SUBRECIPIENT agrees to share HMIS data with other ESG funded agencies regarding clients that are served in ESG funded programs, unless prohibited by law. A copy of such agreement shall be attached as Exhibit F. (A.) The SUBRECIPIENT agrees to provide 211 OC with all required data needed to complete data analysis regarding project performance, data timeliness, or data quality. F. Audit Report Requirements The SUBRECIPIENT agrees that if the ($750,000.00) or more in federal funds, the public accountant in accordance with the Management and Budget (2 CFR 200.501a). by April 1 of the year following the p ro SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars SUBRECIPIENT shall have an annual audit conducted by a certified standards as set forth and published by the United States Office of The SUBRECIPIENT shall provide the CITY with a copy of said audit gram year in which this AGREEMENT is executed, Further, the 13 SUBRECIPIENT shall comply and/or cause compliance with audit report(s) required by applicable provisions of the Lead -Based Paint Regulations as further detailed below. VIII. EVALUATION AND MONITORING A. Generallv The CITY will monitor the performance of the SUBRECIPIENT against goals and performance standards as required herein. The SUBRECIPIENT shall provide the CITY all necessary reporting information as required by the CITY in -the administration and review of the Program. Substandard performance as determined by the CITY will constitute noncompliance with this AGREEMENT. If action to correct such substandard performance is not taken by the SUBRECIPIENT within a reasonable period of time after being notified by the CITY, contract suspension or termination procedures will be initiated. B. Access to Records The SUBRECIPIENT gives the CITY and HUD, including their authorized representative, access to and the right to examine all records, books, papers, items, emails, and documents, both physical and electronic, relating to the program. C. Audit The CITY shall have the right to audit and monitor any program income as a result of an ESG activity. Upon request by the CITY and for audit purposes, the SUBRECIPIENT further agrees to provide all files, records, and documents pertaining to related activities and clientele demographic data. IX. LLABILITY A. Generally Each party to this AGREEMENT acknowledges that it will be liable for its own negligent acts or negligent omissions by or through itself, its employees, agents, and subcontractors. Each party further agrees to defend itself and themselves, and to pay any judgments and costs arising out of such negligent acts or omissions, and nothing in this AGREEMENT shall impute or transfer any such liability from one to the other. In other words, the SUBRECIPIENT agrees to be fully responsible for its negligent acts or omissions, or any intentional tortuous acts which result in claims or suits against the CITY, and agrees to be liable for any damages proximately caused by said acts or omissions. Nothing herein shall be construed as consent by a State or CITY agency or subdivision to be sued by third parties in any matter arising out of any contract, and nothing herein is intended to serve as a waiver of sovereign immunity where sovereign immunity applies. B. CITY not Liable for Funds The SUBRECIPIENT further acknowledges that the source of the ESG Funds is a federal pass -through grant to the SUBRECIPIENT. The CITY shall have no obligation to advance or pay the SUBRECIPIENT with any funds other than the ESG Funds the CITY receives from HUD. C. Hold Harmless The SUBRECIPIENT shall defend, indemnify and save harmless the CITY, its officers, agents, employees, representatives, volunteers, and student externs from and against any and all damages to property or injuries to or 14 death of any person or persons, including property and employees or agents of the CITY, and shall defend, indemnify and save harmless the CITY, its officers, agents, employees, representatives, volunteers, and student externs 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 attorney fees/expenses for litigation or settlement,resulting from or arising out of the negligent or wrongful acts,. errors or omissions of the SUBRECIPIENT, its officers, directors, employees, agents, subcontractors, and suppliers arising out of the SUBRECIPIENT's performance of this AGREEMENT. X. ENVIRONMENTAL CONDITIONS A. Generally ESG activities are subject to environmental review by HUD under the environmental regulations in 24 CFR 50. The SUBRECIPIENT, or any contractor of the SUBRECIPIENT, may not acquire, rehabilitate, convert, lease, repair, dispose of, demolish, or construct property for a project under this part, or commit or expend HUD or local funds for eligible activities under this part, until HUD has performed an, environmental review under 24 CFR part 50 and the recipient has received HUD approval of the property. The SUBRECIPIENT agrees to comply with all applicable environmental requirements insofar as they apply to the performance of this AGREEMENT, including but not limited to the Clean Air Act, the Federal Water Pollution Control Act and the Flood Disaster Protection Act. If applicable, the SUBRECIPIENT also shall comply with the Historic Preservation requirements of National Historic Preservation Act of 1966. B. Lead -based paint remediation and disclosure The Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851--4856), and implementing regulations in 24 CFR part 35, subparts A, B, H, J, K, M, and R apply to all shelters assisted under ESG program and all housing occupied by program participants that were built before 1978. C. Assignment of Responsibilities By this AGREEMENT, the SUBRECIPIENT will accept assignment from the CITY of all responsibilities set forth in Subpart K of 24 CFR 35, D. Compliance with Subpart K The purpose of Subpart K is to establish procedures to eliminate as far as practicable lead -based paint ("LBP") hazards in a residential property that receives Federal assistance under certain HUD programs for acquisition, leasing, support services, or operation. In connection with the grant funds under this AGREEMENT, the CITY requires that the SUBRECIPIENT comply and show evidence of compliance with all applicable subparts of 24 CFR 35, and especially, Subpart K ("LBP Regs"). The SUBRECIPIENT shall conduct the following activities for the dwelling unit, common areas servicing the dwelling unit, and the exterior surfaces of the building in which the dwelling unit is located: (1) A visual assessment of all painted surfaces in order to identify deteriorated paint; 15 (2) Paint stabilization of each deteriorated paintsurface, and clearance, in accordance with §§ 35.1330(a) and (b); before occupancy of a vacant dwelling unit or, where a unit is occupied, immediately after receipt of Federal assistance; and (3) Ongoing lead -based paint maintenance activities into regular building operations; in accordance with § 35.1355(a), if the dwelling unit has a continuing, active financial relationship with a Federal housing assistance program, except that mortgage insurance or loan guarantees are not considered to constitute an active programmatic relationship for the purposes of this part. (4) And, notice to occupants in accordance with §§ 35.125(b)(1) and (c); describing the results of the clearance examination. E. Notification of LBP Hazard The SUBRECIPIENT shall provide to all occupants of housing: (1) In accordance with Section 35.130 of the LBP Regs - the LBP hazard information pamphlet. The pamphlet shall be the EPA/HUD/Consumer Product Safety Commission lead hazard information pamphlet or an EPA -approved equivalent. The current form and version of the pamphlet can be found at: http://www.hud.gov/offices/lead/library/enforcement/fs-d isci.pdf (2) In accordance with 24 CFR 35, Subpart A, all available information and knowledge regarding the presence of LBP and LBP hazards prior to leasing a housing unit. . (3) In accordance with 24 CFR 35, Subpart A, notification in writing of the results of the presumption of LBP and/or LBP hazards, results of any lead hazard evaluation, and any lead hazard reduction work. F. LBP Information Summary For purposes of information only and in no respect intended to be a representation or warranty of the provisions of the LBP Regulations, the CITY has caused to be prepared an information summary relating to the LBP Regulations and Application to dwelling units that may be occupied by recipients of services and/or funding from the SUBRECIPIENT underthis AGREEMENT. CITY staff will cooperate with and be available to the SUBRECIPIENT to assist in implementation of compliance with the LBP Regs as to residential dwelling units to be assisted by the SUBRECIPIENT. The parties acknowledge and agree the CITY shall not be liable or responsible for the accuracy of such summary, and the SUBRECIPENT is directed to the LBP Regulations and implementing guidance published and provided by HUD relating to compliance with such LBP Regulations. G. Exemptions Section 35.115(a) provides exemptions from Subparts B through R. For example, lead -based paint requirements do not apply to housing assistance if the assistance lasts less than one hundred (100) days. XI. CONFLICTS OF INTL'REST 16 The SUBRECIPIENT shall comply with 2 CFR 200.112 with respect to the use of program funds to procure services, equipment, supplies, or other property. With respect to all other decisions involving the use of program funds, the following restriction shall apply: No person who is an employee, agent, consultant, officer, or elected or appointed official of the SUBRECIPIENT and who exercises or has exercised any functions or responsibilities with respect to assisted activities, or who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds there under, either for himself or herself, or for those with who he or she has family or business ties, during his or her tenure or for one (1) year thereafter. The SUBRECIPIENT agrees to abide by the ESG Program's Conflict of Interest provisions as expressly detailed in 24 CFR § 576.404 regarding Organizational Conflicts of Interest and Personal Conflicts of Interest. All contractors of the SUBRECIPIENT must comply with the same requirements that apply to the SUBRECIPIENT under this section. None of the duties of, or work to be performed by, the SUBRECIPIENT under this AGREEMENT shall be subcontracted or assigned to any agency; consultant, or person without the prior written consent of the CITY. The SUBRECIPIENT must submit all subcontracts and other agreements that relate to this AGREEMENT to the CITY. No subcontract or assignment shall terminate or alter the legal obligations of the SUBRECIPIENT pursuant to this AGREEMENT. XIII. EXCLUSIVITY 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 the CITY's ESG Funds by the SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such ESG Funds in any manner whatsoever. Each party to this AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both the CITY and the SUBRECIPIENT. XIV. AMENDMENTS OR MODIFICATIONS The SUBRECIPIENT shall not obligate, encumber; spend, or otherwise utilize program funds for any activity or purpose not included or not in conformance with the budget as apportioned and as submitted to the CITY unless: (1) The SUBRECIPIENT has received explicit written approval from the CITY to undertake such actions, or (2) Budget changes may be made among approved prograin activities and among approved budget categories so long as the specific project activity has been approved, there is no change to the total grant amount, and the changes to the budget are documented. Any program modification request by the SUBRECIPIENT must be requested at least forty-five_(45) days prior to the end of the term of this AGREEMENT. No modification to this AGREEMENT shall be binding by either party unless in writing and signed by both parties. 17 In the event that the CITY approves any amendment to the funding allocation, the SUBRECIPIENT shall be notified in writing and such notification shall constitute an official amendment. The CITY may, at its discretion and upon provision of proper notice to the SUBRECIPIENT, amend this AGREEMENT to conform with changes in. Federal, State, and/or the CITY laws, regulations, guidelines, directives, and objectives. Such amendments shall be incorporated by written amendment as a part of this AGREEMENT. XV. VIOLATION OF TERMS AND CONDITIONS A. Termination If,.due to any cause; the SUBRECIPIENT fails to comply with the terms, conditions or requirements of this AGREEMENT, or any prior AGREEMENT whereby ESG funds were received by the SUBRECIPIENT, whether stated in a Federal statute or regulation, an assurance, a State plan or application, a notice of award, or elsewhere, the CITY may terminate or suspend this AGREEMENT in accordance with 2 CFR 200.339 and in accordance with 2 CFR 200.340 by giving written notice, and the CITY may request in writing that all or some of the grant funds be returned even if the SUBRECIPIENT has expended the funds. If the SUBRECIPIENT reports .inaccurately, or if on audit there is a disallowance of certain expenditures, the SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay the CITY all amounts spent in violation thereof. If the SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify expenditure of the ESG funds granted hereunder, the SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained and/or spent under fraudulent circumstances, and the CITY reserves the right to take other remedies that may be legally available. The SUBRECIPIENT agrees to return all funds as requested by the CITY under this section. within thirty (30) days of receipt of the written request. Any objections regarding terminations or suspensions shall be made by the SUBRECIPIENT in writing and mailed to the CITY pursuant to the above NOTICES section. XVI. CLOSE-OUT The .SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR 200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award; 3.. SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMG Circular A-129 and 2 CFR 200.345); IS1 4. SUBRECIPIENT must account for any real and personal property acquired with Federal funds or received from the Federal government in accordance with 2 CFR 200.310-200.316 and 200.329; and, 5. The CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. XVII. VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this ARGREEMENT 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. XVIH. 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. XLY. WAIVER No delay or omission by the CITY hereto to exercise any right or power accruing upon any noncompliance or default by the SUBRECIPIENT 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. XX. AGREEMENT DOCUMENT, EXMITS, AND ATTACHMENTS All of the attachments and exhibits attached to this AGREEMENT are deemed incorporated by reference. This document may be executed in three (3) counterparts, each of which shall be deemed to be an original. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shall indemnify the CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to the CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 19 A-2022-093-05 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the date and year first above written. ATTEST: CITY OF SANTA ANA lSSINE RIDGE / City Manager APPROVED AS TO FORM: SONIA CARVALHO SUBRECIPIENT: City AK0QqA 0 mq RECOMMENDED FOR APPROVAL: S EVEN A. MENDOZA Assistant City Manager Second Chance angc County Deborah Johnson Tax ID: 81-1224869 Unique ID #:MYJ6HKPNGYA6 go City of Santa Ana II. Number of unduplicated Santa Ana residents expected to be served by the funded program during the 12-month contract period. Persons Program and Funding Description III. Description of Work - In the space below, describe the program to be funded during the 12-month contract period. What specific activities will be undertaken during the contract period. Please be concise In your response. Only the viewable space will print. We will teach and coach clients in job skills, life skills, savings and budgeting. Moreover, we will help those that are able to get jobs, providing all the essential items necessary to work: clothes, transportation, resume, binders, etc. We will help full -service clients for a year. We will place full -service cients that are able and if addicts, sober, if not addicts then willing and able in jobs and help them retain these jobs or help them get better paying jobs. Schedule of Performance Estimate the number of unduplicated Santa Ana residents to be served by the funded program during the 12-month contract period per quarter. (Enter number of new Santa Ana clients served each quarter. If they were served in quarter 1 do not count them again in quarter 2 Quarter 1: July 1 - September 30M Quarter 2: October 1 - December 31Quarter 3: January 1 - March 31Quarter 4: April 1 -June 30 Persons Persons Persons Persons Total unduplicated Santa Ana Residents to be served. Schedule of Invoicing Estimate the amount of grant funds to be requested during the 12-month contract period on a quarterly basis. Quarter 1: July 1 - September 30 5;000 00 Quarter 2: October 1 - December 31 $ Q,000 00 $ 30,000.00 Quarter 3: January 1 - March 31 Quarter 4: April 1 -June 30 Total Grant Exhibit A Page 1 of 1 ESG Final Budget Organization Name Second Chance Orange County Program Name More Second Chances LIST ALL OTHER PROGRAM FUNDS THAT HAVE BEEN SECURED (Total Funds for Program must equal Total Program Budget above) Total Funds for the Program I $ 60,000 1 Page 1 of 1 Cerdfication Regarding Debarment, Scapeuslor, faelildbility and VOImtW R&CIUSiOn Lower Tier Covered TmmcflOm i Tt6s cation is required by the regulations ample nsaft Executive Order 12549, IDebannent and Susperxion, 29 CFR Part 98, Section 98.51A, , ' pKsa,,mponsibilities. The repletion$ were Published as pant VU of the May 26,1988 Federal'Register (pages 19160-19211). (BEFORE CowLLMNdx CER'11F1CATiON, READ INSTRUCTIONS FOR TeFi€;ATION Ailached) } The prospocilve recipient of federal assistme fitnds certifies, by submission of this prop neltlrer it nor its principals are presently delaured, suspended, proposed for debmmett, declared ineligible, or voluniadly excluded from participation in this transaction by any Worst department or agesscy. (2) Wbere the prospective recipient of federal asmistmoe ft& is unable to certify to any of the sonements in this certification, such prospeedve participant shad attach an expiaitatiort to this proposal INSTRUCTIONS FOR CERTIFICATION By signing and submitting this proposal, the prospective recipient of federal assistance funds 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 terms 'covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 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. EXHIBIT C Page 2 of 2 g 'n� t' nay : tracts t'*ants tn�onerativeAaxeements The undersigned certifies, to the beat of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any cooperative agreement, and the extension, commuatle14 renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) if any funds other than Federal appropriated funds have been paid orwill be paid to any person for influencing or attearpttng 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 Federai contract, grant, loan, or cooperative agreement, the undersigned shall complete and sebmit Standard Form LLL, "Disclosure Form to Report Lobbying," In accordance with its Instructions. (3) The undersigned shall rquire that the language of this certification be included in 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 faerupon wlrichreliance was placed when this transaction was made or entered into. Submission of this certification is a prereq*lte for maldng or entering into this transaction imposed by Section 1352, Title 31, U. S. Code, Any person who fails to file the requlted certification shall be subject to a civil penalty of trot less than $10,000 and not more than $100,000 for each such failure. nC r!A '_ l vt oY,4z. 'C:oWj OmIs Grantee/Contactor Organization Program Title M EMUBITD Page I of 2 SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1: 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics; employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act; as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. EXHIBIT D Page 2 of 2 car. OC HMIS Participating Agency Agreement Purpose The HMIS (Homeless Management Information System) is a HUD -mandated information technology system that is designed to capture client -level information over time, on the characteristics and service needs of homeless persons. Client data is maintained on a central server, which will contain all client information in an encrypted state. HMIS integrates data from all homeless service providers and organizations in the community and captures basic descriptive information on every person served. Participation in the OC HMIS allows organizations to share information with other participating organizations to create a more coordinated and effective service delivery system. The OC HMIS is the secured electronic database for Orange County and is a valuable resource for local communities. Agreement and Understanding This Agreement authorizes this Participating Agency (Agency) to designate HMIS Users (User). A User is a staff person entrusted to enter Protected Personal Information (PPI) into the OC HMIS, on behalf of this Agency. In order to allow a User to access the OC HMIS, a User Agreement must be signed by the User and stored electronically in the HMIS. Confidentiality and Informed Consent Confidentiality: This Agency must require all Users to abide by its organization's policies and procedures; uphold all privacy protection standards established by the OC HMIS Policies and Procedures; and comply with all relevant federal and State of California confidentiality laws and regulations that protect client records. Except where otherwise provided for by law, this Agency shall ensure that confidential client records are released with the client's written consent. Written Consent: To obtain written consent, prior to each client's assessment, each client must be informed that the client's information will be entered into an electronic database called HMIS. The terms of the Consent to Share Protected Personal Information form must also be explained to each client. Clients who agree to have their PPI entered into the OC HMIS must sign the Consent to Share Protected Personal Information form. Verbal Consent: Verbal consent to enter PPI into the OC HMIS may be obtained during circumstances such as phone screenings, street outreach, or community access center sign -ins. Each client must be informed that their information will be entered into the HMIS database. The terms of the Consent to Share Protected Personal Information form must also be explained to each client. The client's written consent must be obtained once the client appears for their initial assessment. Updated 8/24/18 Client's Rights The client has a right to receive a copy of this Agency Agreement at the time of request. Each client has the right to receive the following, no later than five (5) business days of a written request: • A correction of inaccurate or incomplete PPI • A copy of their consent form • A copy of their HMIS records • A current list of participating agencies that have access to HMIS data Data Use This Agency must protect HMIS data by ensuring that: • A link to the Privacy Notice is accessed from the Organization's website. • OC HMIS is not accessible to unauthorized users • OC HMIS is only accessed, by computers approved by the Organization • HMIS Users are trained regarding user responsibilities and conduct • HMIS Users sign and comply with the OC HMIS User Agreement • HMIS Users forward a copy of a client's Revocation of Consent to the HMIS System Administrator, 2-1- 1 Orange County (2110C), within 24 hours of receipt Responsibilities This Agency is responsible to ensure that: • The Notice Regarding Collection of Personal Information is posted at each intake desk or comparable location • HMIS Users do not misuse the system • Clients are notified if a breach of their PPI is discovered • Any HMIS User who finds a possible security lapse on the system is obligated to immediately report it to 2110C • A signed copy of the Consent to Share Protected Personal Information is retained for a period of seven (7) years after the PPI was created or last changed. Rights and Privileges OC HMIS data is stored in one central database and is managed by 2110C. While each agency owns their own data within the database, the Orange County Continuum of Care (CoC) may releaseaggregatedata about its own continuum at the program, sub -regional, and regional level. Aggregate data may be released without organization permission at the discretion of the Continuum. Use of the OC HMIS is a privilege and is assigned - and managed by 2110C. 2 Updated 8124/18 Copyright The OC HMIs and other CoC-proulded software are protected by copyright and are not to be copied, except as permitted by law or by contract with the owner of the copyright. The number and distribution of copies of any CoC provided software are at the sole discretion of 2110C. Violations Any violations or suspected violations of any of the terms and conditions of this agreement, the HMIS User Agreement, and/or the HMIS Policies and Procedures, must be Immediately and confidentially reported to 2110C and the'Executive Director or other authorized representative of this Agency. Torre This Participating Agency Agreement becomes effective on the date of final execution and shall remain In effect unless terminated pursuant to paragraph XI. Termination, below. Amendment and Termination • The OC CoC reserves the right to amend this agreement byproviding a 9-day notice to this Agency. • Either party has the right to terminate this agreement, with or without cause, byprovidTng a 3-day written notice ,tothe other party. • If this agreement Is terminated, this Agency shall no longer have access to HMIS orany information thereln. The CoC shall retain the right to use all client data previously entered bythls-Agency, subject to any restrictions requested by the client. Ali agencies that sign this agreement and are granted access to the OC HMIS agree to abide by OC HMIS' Policies and Procedures, The signature of the Executive Director or other authorized representative of this Agency indicates acceptance of all terms and conditions set forth In this agreement. This Agreement Is executed between the CoC and the Participating Organization. Upon final execution, this Agency will be given access to the OC HMIS. Agency Nam Executive 01reetvrfAuthorized Representative Nome (Print) Executive MectorfAuthortted Representative Signature (wet signature only) Date v DO NOT WRITE IN TKIS SEMON--211OC USE ONLY HK VS System Administrator Name (print) HIVIISSystem Administratorsigndture (Wet signature only) . Date . ..2afac (range County CC Inter -Agency Data Sharing Memorandum of Agreement The 1 agencyagrees to share client data among participating agencies via the OC HMIS (Orange County Homeless.Monasement information System) for the purposes outlined below. Each participating agency mustcomplete and compiywith the Agency Agreement, Each Individual HMIS user must complete and t:ompty with the HMIS User Agreement. This document is . available on the OCHMIS website. • Coordinate housing services for families and individuals experiencing homelessness or facing a housing crisis In Orange County • Understand the extent and the nature of homelessness in Orange County • Evaluate performance and progress toward community benchmarks o Improve the programs and services available to Orange County residents experiencing homelessness or a dousing crisis • Improve access to services for all grange county homeless and at -risk populations • Reduce inefficiencies and duplication of services within our community • Ensure that services are targeted to those most in need, including "hard to serve populations • Ensure that clients receive the amount and type of services that "best fits" their needs and preferences • Pursue additional resources for ending homelessness • Advocate for policies and legislation that will support efforts to end homelessness in Orange County Client Protection: • Informed consent must be given by clients In order for their identifying information to be shared among agencies In the OC HMIS (sea Orange County HMIS participating agencies on Qq S orr If the client does not give consent, their Identifying information can still be entered into HMIS; but the - record should only be visible to the agency entering the data. • All agencies participating in HMIS must sign this agreement. The client has the right to see a current list of the OC HMIS participating agencies. As part of the informed consent process, clients must be informed that additional agencies may join the OCHMIS atany timeand will have aocasstotheir Information, HMIS Users will maintain HMIS data in such away as to protect against revealing the #dentity of clients to unauthorixod agencies, individuals, or entities. test Updated:8/2812018 3 Ij f » Clients may not be denied services- based an their choice to withheld their consent. Each party to this memorandum of agreement shall defend, indemnify, and held all other parties harmless from any and all claims arising out of that party's negligent performance of this agreement, Any toss at liability to third parties resulting from negligent acts, errors, or omissions of an oc HMIS user while actingvvithin the scope of their authority under this Agreement shall be borne by that user exclusively. Agreed to and signed by the following agency representative {Executive Director or equivalent only}, Last Updated, 8/28/2018 TOri Pierson Digitally signed by Ted Pierson Dt 2021A9.28 MQ2:22d2'00' I?• N id11111; E R: �hLicft Hyr)atnan:�:,... Lelnpnbrlva woNa Gnd0, RA WOO �ecdnd iirypna� t5E�r1g� C�aniy � pa(iiasf�u,apattu>y G.oal� h9asd,.GA 926?,9 Of LIABILITY LPJS`ul€EA 6. ..._ .....- .� _ .,_ .... _ .. _ — ..... __ _ _. - _ .. __—. v..- __..,.....-_.-. YHEas TO CERTIFtiTHAFTHEP LJUESOF INSURAh7f LISTED BHOWHAVEBEEN I5SU LITO THE INSUY_EO NAM ABOVE FOR THE POW( PERIODJNDICATED, NOTWNHSTANOING ANY ERWO CONDIUeNOANY CON ILA&OOTARD000MENTWITH;RESPECTTd 101CHTH`cCERTIFICATE MAY BEISSUEDOR6�y PE1tTAFITHEwsuRANCE 1140FIDED BYT_Hk P.WWRI.EMENT, „M1S,ANDCCNIeI'jtlON50F51/iHPOLIC[Fl}/ITSHDHtN fyjAY 4jA4E9FtNJcEDLYCEt5 0y1FhIRCIAIM$, :113SR: kT& "1Y 1 QFiTd3idl b:NGs __ - ............... IDfYR WSD _.-.__. 51J5G^ Wvo( - f?'I%LlkY)t'IfMti�li ..........-__ j� OLIGV EFF (ixk/DAPPrvy) 'POLICY E%P {n/ntiloo/rvr y _ ONitAERCIALGENERAL UAi11GTY- ._ . .. .............. .......... —....... _...... �� r pcHSiCCJRRtNC $rt p T, C.'1fYJf'f$,M1'1dCh'' X..?1l iR, ONIIIAGFTO RENTED PJ$E(V11 ES,(Ca Oceurrence) jQQ,QQ.. ... ... Mib@kR(Ans w.rossmj f A.. Y NPP}'S781YRI1Q. DW1412021 0104*022 'R€RSONrjI &AOIr WJURV ........_,d $. _1,000,$Jp ykREl ctakf atfT iV�1JiX+1AyLIE51N�Y3 GE('{E7Ai.,+1Fi.'fE �,'/n1E S �.y 000 PQdb( 1'no1EdT LD¢ P OWCE� COMP/OPAGG 5 ....... OTHFR, _ .. -- - .-_..._ .. ............ 5 tIUYOMPati,ELi1%At{Ryy .C,OMRINEq Vh ;IELIIb10' 3 �0��.1 IBapUudgnt) . N`1Y.Ftlkk?S} :RApff.Y'Ifylkl,I�YlFefl?x;SortY ;A AWiuEdbtixY}19 .ikYiEDUCEp.: iC1NLY Au�d� M1tpP4l$'�}1T5 0��1��/2a�i t141`I4;2f?�2 �stru�*IN�IRr��na�l�«nla�' -... @Ui(uios ,Yr'R-'dWNEOI: FREYP.L�r=V.tMhGk -. Al7ab5Z}NLY - {#c:agryddont),. ,iIM�IIELtXiJ�B '�trdt' €3+oHilcr,IJ'Iz��tiu F%f:ECS4laN .C1r1(M5-NiHCE-- - -. - �;S,GREe�AL�. J. 'D3rdY,- RE?fk[lt5tii € V(4RMfa5`:dh1pEN5AT101Y yyR 1 kN1i EMP1;(}YERS'g661GTY. $TATIITE 5 rytuY.)3A,sYPttIPYbB PAR7'NEa'I1 Ye'" REG}IT)JFOPHCEIIrkhl�l;+$@ N Q ,`-XATIIC& .1 PA�CHYiCC(RFN7 �a tMt`rlJF�nA1Ma},itsfuryL€�IIF 9Z2RS Ogft}1/202} 031,0112022 r �,b itlR �A�9nRL(4yE€, . '},0iF0�10� itaa3;118s€tll?o}(pdeY4ksCRlFOiiNYff' r,._..._ R1PER'A7145Ns4R11Wi _ ...... -...'- _.._.;.. ........_.. -- _._........................... 'EL. bfSEASE hf]LICYkIItRIY 4,1TG0 5` A% 1 Prvi[assfon®1 �.&;5 F.lahlUiy .------- _ $1-;000,000-Each Was, ;A ,aril[ KPP167ekUTa 091142D21 091142022 $2,000,604, DESGRIPTIQRCF,.4PCMrIONS/LOC_ATION5/VEHICLES(ACOR61 gI,AAdiHanal Reroarks5chedWe, Fr ay he aHached it mnFe spact It reei ired) - - >S08t'rOC+ pulp i(isurance-Theig no owned Venlcle �30-apy prioL wniten notice ofcancellalion:: ckyndsapta Anal oHtcer&, ai employees and Volun[eerS are named as additional insured on the general tla$OIAy poll6y p,0rapa10O wYi(teq 4gpiraca? ;s§g}eemen Stich jnsu anrs as !Ssffdrdad by tivs j�olYty-should ha,prunaryar�s! app`il s rare b f-" y:tl*01ty sholr_b#h aftlgdarstantli--- M-n nrnaermmtrlhut nTm _ A bwo�5wl.G P3), :311 6 I1-1 f ,a- •w T F.akMnugmndTlAWsn 6MPRWmBY: i aYskhUnrgelnn[Cit ealNde 'POLI)CY'NLIMBER: NPP1078341D COMMERCIAL GENERAL LIABILITY CO 20 26 04 1$ THIS ENDQRSEMeNT CHANGES THE POLICY. PLEASE READ LT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION Thisiandorsement modifies insurance provided underthefollowliqq: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE INaftie 0AAditional Insaw Polrsron(spor Ofganizatton(s): 151fective batw, 091f;W021 THE CITYOF aANTAAr4A 20-,GJVJPMENTERPLAZA M-25 SANtAAN , A,'bX 9286 'I Informationreqor.0 to oomplotortiris Sohodule-Ifliot shown vabove, w-111 be shown A, soctioer it 'vifhots An Insorod is amended to iq6htde ly With, r0p%tto, liability $11dwin t Schedule., but 60 fof"bodily Injury", flprbpejy diimag611,or-"P I 6monal -and advertising Intury" caused, -In whole. orIn part, by your aces -or omissions or too acts or pirnissions-oftbose acting on your behalf, I. Z in connection with y0ur1preMW$.6wned'by Or rented to you, However: 1. The irisjurbreb afforded 1o'sUch bdd1tj6nM Ihsur.6d Only,'appllosfo the Wdent. psimittod by law',.and I. If OOVOr490 Pro9lded to the Aticlitiona-I insured Is required 'Iffy s Wriffact, a gy'reembot, the insurance afforded to`such� additional insured Will not be broaderthan that which you are required by the contrpq or agreement ig, provide for 40jr-odditioval) insured, B. 'Wit , to those additional ifisdf00% We following, Is; added py $600id III - Livirlifts Of lntuOanc6. If colveoagerxovl* I to thered0pri-Oinsp red , is ,required by a contract oragrqennenf,'Jhe most we will pay pjT be- hgif pf the,add6plai insuredisihe amount 1. Required loy thoopolract Or agreerneriti Or Z: Available under fhe applicAblo Limits of JnsuranwshoWin,ln the Declarations;; *hf6h0VerlsJess. 'tils endorsement, shall not Increase toe qppIfea0fe Limits of lipsUIrsince'50wrifin the Declarations, 00 2OU04 0 * Ins,ufajlbe $,srv,Ioes Office, Inc,, 2Qil' ""*w"Z7 I Fear Tf�k.7' UNITED $TAT,RS LTABII,ITV ;IN8VRANCE GROUP WAVNU, PEIN.N5Y LV:ANIA Tlus endarseatenttnadiFies inszuance jsibvjded,under"thaalla�yirE; COMMERCIAL GENERAL LIABILITY COVERAGE FORM Primary And Non --Contributory - Written Contract Name,o Nrson or Organization; eetiwP*: QW14/202I MY Cil' SAI ' A Stlm. A A&A,,,CA 92801 (lt' ua eats°';ril7pca� 1>�v�+c, the 3z�1'atsriatrortFCCltiinwd td, cgtnpletC. tfils �ttdaS`scmcnt'rtll be;alrca�'�i<r'n i1�e Rcc7ai"alion5 ss,uplSliGaf37u tti ibis 'epdae`uaent} raI GPl(TNLV- CCk1111tIEIC>e4i G`ER4`L t4BILL7OIIII&O]Vx.I'aragidh 4. Qfii3lGR T1YST7RAN R, a. J'Piuutary n'sp st(tce is.uuicndudi9ith the addition ofthofol[owhig. T„he coverage. afforded by this polioy to tbeperson or organization(s) Listed above is primary and rtort- contribptary a£; 1. This insurance is requited -td-bc priinaty and non=dontributofy under a written.contract; and 2, The loss.to be covered occurs on or after the effective date ot".the written contract, and The, loss 'to bq covered resulted sc ely aitd excIU$Ively frorri youx ox%gging acts bi orris ors of the rattgo ng sots or otnissioris of Those acting on yourbohalf`in perfotthing ygur work "under a written confrad referred to above. . 4, 'The pet=sbnt`s7 or ort anizati©nW is an Mditibnat insured under this p licy, A..owever, the.°coveragep'bvided by" rtidrtrsetncnt doesoot apply toany coverage provided £aran"'auto" n a "con awned. auto', "'hired auto" uninsured motorists covera�o, underinsumd mote#rxsLs CoveCnp, personaf Injury pmxectiotl rpropet ty protection or similar tto-kault.coverage.by hatever natne called and/or an"Haute eoyerage ofany SEC1TON""V - 01911NMO NS is hereby amendod by the addition ofthe following: °`l Iired,auto't means any "auto" You (.ease, hire,, rent or ht7rrpw: Thais does,notinclude any "auto" -you 3ease f or a.peltiod ofmare than thirCY (3Q) cor3sccuiiue , 4ys-nor does itinclu ie: any "auto" you lease, hire; rent or borrow from any of your "employces"; your partneror- your "eXecutive offteers" or metmbefs of -their hbuselrold. "Noo-owned an ti" rneatis any ";auto" you dotlot sawn, lease, biro, tent, or borrow which is used: rr connection with your businossM owevor,, if goal are a Partners iiip, a "ran -owned auto" does not include any "auto" .owned by any.partner. All .caber terms and ponditions.ofthis policy remain unchanged. Thi-endorsement is a part ofyour policy and takes offeet on the offectiyc.datc of your policy unless another effcotive date. is;shown. C—'� aFrr�+aer. 4 -(it k1.0"1f RiskMva9smaClmrnlNdc_ COMMERCIAL GENERAL LIABILITY CG'00" 0112 0 Commercial General Liability Coverage. Form Various pr0y1sIO4s. An this policy re;atric) ooVorage, b. This insurance applies,to "bodily 'injury" had Read the etittre policy cafefUAY to detenr ine rights, "property damage only if u" ¢ (�) e "bodily "propertydsnxae'" le Throughout thin ¢ogaysthgtkvords you" phd "'your" ca 0d oy an n oti pace" that takes piact refer to the Flamed Insured show in the CSer)arations, (n the "coverage tern(grii", and° any other person or organization qualifying as ,a (2� ono "bodily Injury" or "Pro arty damage N2nietl Insured under this ¢olio,, The words ewe" ' "ds,. "our" occults during the policy period, and Ono refer 0, too .comPany providing this jnSurartoe. O 4 rior to the poll¢, triad fiq )n vied listed Th$ -- or o 7ny ph ynder Paragraph 1, qi Seaffon Ji Who. j"� An Insured and no "empioyee" authorized fylhg 40, such under It , Is Aft sore yr00 as such under Becifan it Wtio Is An; Inv cured, Ey you tb glud ar Moe lVe 66fibe. dP an `66 curY0nc0" or maim, XA0 that'the "bodily in. 'Other words and phrases that appear intjuRtatitJO jury" or "propertyarOage" itad occurred, in Inafk$. have special meaning, i3efer° 10 se i r V — witol0 qr Ip Oa If �Sgch: a listed. Insurod'or Patirrltions 0rathar(pd 'emploY,e" know, prior to the, , S,ECTI,QN 1— tOVERAQE.� polic, per lod to the "bodily -ihjuiy" .or -PQHERAGEA BODIL'YINJORy.AND PROPERTY "proPOety.damage" ocdurrtid, than any u6rh ti0u" 100, bhan b ;or resu ption of such DAMAfa1 LIABILITY "bgdrfy inju" per "pr)e ty damage" during' 1. Ipaurirr Agi errant or after.tlse; Pelicy period will be cteomad to A. We wilt day those surns'that the ihsurod tie have paen known prtor110 the po)Icy pg1c rI. comes legally obligatoo-to pt3 aS �dan�ragas c. "Bodily injury" or "proiperty darn"a e" Wh1uFt berroUsp pf "bodily njury" or "pT6pe.rtydarYiago occurs during the Policy -period -anT was not; to whjoh this Insorao(;e appiips Ut%e w(u ,haYe prior to the policy per`iod, `known to have- oo-. the right a duty to defend the ueured against buried by airy Inured listed uhdef =Parbgraph, any "suit' see'krng those damages: 'However, 1. of Seddon Al, 'Whys la An lhsueed or any 0 wilt fi ve ifo riot, to 210fo�id th@ insuYO�t "employoe" authorize by YOU to &,e or,re- a, amst an q ' y :&U[t" seekiOg da ago5 far „bodiyy miye notice pj an "Occurrence" or claim, in. oijury, of "property oama "e" tk whidh ifr)a fn oludes anynaniinuation� ehan�e nrresumption surance gAas dvt aP¢ly, e rnay, atpgr discrp- of that "'bodily lnjury,"or "'property dafhate" aft: tion, investigate arty "occurrence" and settle 'ter e;end of the polie'y period. briy Claiiri or "suit" that may rdsuh. But. d. "Bodify injury" or '"property damage"` -will be (1) The ;amount we will' pay for damages Is d0emed to have been knowfi to have 000ured' limitedas described in. Section nl -- Limits at the eadiest timp when any" irisured listed,u0= Qf fosur4fte, end der Paragraph 1 of Seotiom ll —Who is An in- (9) Our,r'ight and duty to defend ends when.we cured" ured of any "empioy_ee" authorized- by you to have used up the applibablei liftfit of fissur- glue or receive n' Qe of an i'occurrenee" yr an'de In the'pAy!heni pf jodgmcnts or set- bfdimn #temeots under'Coveragesikl or E pr Ifodi- �(1) Reports all, or,arty park, of the "bodily injury" opl expenses under Cgverage G. or "properfydamago""fo us Or any dther in - No other'Ubligationn or liability to pay Sums or sur0r; perFarrn acts or,se'ryioes is covered unie ex- (2) Receives a ,written fir verbal demand or pliciliy provided for under Supplementary Pay- Flom, for damages because of, the "bodily ments - Coverbges A and B. injury" Or"propertydamage'; or (3;) Becomes 'aware by any Other means that "bodily Injury" or „property damage" has oe- curred or has begun to a�cur- rwo�rrrrrrrrrw CG 00 01 12 0? 6 ISO: Properties, Inca 20Q6 2. e, Damages because of''bodily injury' Include d. LiquorLfabiiity damages. claimed by any person or organize," Lion for Cara, loss of serlces or death resulting "Oodify injury" or"property damage' tot which At any time from the "bodily b cry"_ artyinsured may be hold�iiable by reason of; Exdlusions (ij Causing or oonttibuting to the, Otpxication of ihislnsurande doss not apply to: arly "person; {2) The furnishing of alcoholio• b —stages °to .a a, Expe et),Orintertped Injury parson under the )egal d6king, age or.un. "Bodily'injory" or "property dartiege" expected derlheinfluenceofalcoholsor or ltendsd from t)it staadpajnt of the C�jsured, (s) by rtatute;nrdinanoe 4rCogulationrelating. This exclusion does not applyto r'bodily injury"r to the safe,, gift, distribution cruse' of alco- resulting from' theuse of Feasonable force td holld beverages: protect persons or property. � `this: exclusion applies Qn1.y if you pare in the lb. Contradtuai Liability business of manufacturing, distributing, s611i64, "Bodily injury" or "property damage" for which, sdrving or furnishing alddtlolicbdvor�agd"s. the Insured is obligated to pay damages by A. workers' Compensation:And.Simiiar Laws raasort W"the assurtipt do of tlability in a don- Any obllgatlon of the anSgted a workers' #i'act or agreement; This at(dlusron dohs t1 appiY�o.U�bilify for`c�rrtagas: ,under conrponsatn„ dtsabiHty 'bensfits *or unem, p1p enf dom �nsat[ondaw ore, �+ p riY sirrillat Iayr, o(hee cd trac f rk o gmome , ip the d'bat�nee a Emptoyer's Liability t2) Rssamedina#c traet9idglesr9c�fitthatfS - an `insured contrac#' prdatied the "ESbdify ""B9dllyinjury" to, t(# a "omalnyoo`' �f the Insured art$'ng out pf 4n)urv`r ox `"prape!Y damage" o&Deis sufbsd, and in the ppgrsa off: quent to the execut on cf the contract or jt zployment by the Insured; tsr egr rheni Boldly fbrihe purposes ati Ijat7ii- ity auhted jhn '"insured ddrittat"� sea` (b) Frdfformjhg duties relal6d to the donduct sotjable atk4rnay`f6@s and,racessary"i:itiga- oltheit151lratta`BuSrnsss of tion pxpenset3 irtdurred by ar for party �(2) T#te spouse;, child, gent, brother or sister. , other than an risured ore desmed to' e of that "enrioayee"��s a consequonci" of damages because .of bodily Injury'" or Patagrapil"(I).above. propartyydamage", prdvidad; This; sYrctu�ioh applies Whether'tItie Insured (a) LiabihtyAo such party for, or for the rest may be liakie as an e p(oyer or in any other of, that patty's defense ,has. also been capapity and to -any ob tgation to share domag- aSsurhed hiAhe same, "insured contract"; es with or repay someone. else who must pay and damageS because bfthe Injury. (b) Mch aftorrtey fees and litigalioo dx "This exclusion does not apply to liability as- perz$es are fur defense of that party suni6d hy�th:o, insured under an 'Insured con 0gainst a ci+rit oralternai?ve dispute rss tract". Diction prgceedhlg fn 1ftilloh damages to which this insurance applies are alleged, sAvraavfaar. t� x "ias��&radx Rlckhtma9emen�flme"Ntle Page 2 of 16 Q 1u80 RropOrties, Inc., 2006; (1) ",00dily Jnljury!� or "propaqy 4arnag'011 ariNrIg out of Aho Optuati ali#60d, or t Orei�6ned dis- charge, , dispersal, seepage, ' igration, r'e'. Jeaswof,16sbape tif "Poilutahtio, , (a) ' rn At orfroany premises, site or location WhO is .or was at ar y ..dine owned or bcdupidd-Dy, dr,rented,or lbanod to; any insured 146W6!et,, this, $obpa,raqr 'ph, does notapply w 1,8041y irtpyj�' if sustained Wolin a building 'an- 00,uspc by aMojkp, fntrtes, uapor or soar, d by pt origina ng. from equipment 'Ah at 4s used to heat.,cool & d6huffiidify the 1JU11,01M, of 64ijivinent that Is used to (ii) 'tpitify loliary" or "projoetty damaq� loji, which yol 4 rnq t a, , � be field, 11 61We, ff' you are -a c6iiiiactor and the aowner or lasses of such iJ?6misa§, site & location has, been .added to, 1,0y ,Wary additional T#,$ured, with_ (e- ax,Enat premises, site oriacation and ,such pronlrsos,'sm brioditl6i,149 rot and:',nOV,Or I Was owned Or 40cu[Pled Y91011y -10- , ol Othsr thanOlOd Or loghiiod t - ' ' at additional tp= suredi or `89dify, Injqry' or "property d4mogp" arising .put of beektj smoke ,qr,-fumes front wllfid-ill fb�rhre% (b). At or from any pternos)site or, Ipc 'N lion " - a ,which is or'was et any time used by. or 'for any l6sured or others for W; hdh� 'dljno, 'storage, ',disposal, PMOessing, Or treatment -of waste; (o) Wbich are or WAM, at ahy liffie trans- ported, halrdf6d, stored, treated, dis, 'Opseo of, or-prooessa-d" as waste by or for, (1) Any insured; or (R) Any person or organization for, W4prn you may be legally responsible; or (d) At -or from any premises, site or location which any insured Drrany I contractor I s orsub�w-ritraiatOr!Vw6rking dirOolly or ft- directly On,ariyAhstiteft behalf are per- fa" operations if the`"poljuja6ts'l Eire " In broiig fhl� on or to. tlio tire rnlsp,5, to. cation "'In connection with such '9,pe'ra- floris by suth"insue6d, contractor or 8ubr contractor. HOWeVdt, thts toboar6oraph doeWrlot apply W: (I) J-Sddil1*ry" of "property Wmaqe" gestnia, out W Jhe, ascIpe, of, fu'61$, lubrirants or other oporating, J145 'which are deeded to %rio6nrn the normal 6jectnbali- h'draull!G'. 'jDr rrun' 0, almost functions Zl�wssalyv for, the 'OpOMOO of "mobile equiorribfir, o Is facts, if sul, , I fuels, carils or ''§( ape -from a vehicle pad designedto fioW store 6r:d6i.H L Ibis exception does hot: I 'if 'if I odil InjurP :or �aro as formed by zu,611 Insured, fji) "Bodily injury" or "property damage' sustained )Mthin, a building and ,*Ood by 'the 0106s4 r'of I , g0s, ;fumes of vapors from mated Ols brought into ,"tW(" building in :alonaeq- i1on with 'a " I' , " — perat ons beinj perf ormed formed b , y you or:on your What by,a corm or (III) "Bodily injury" or "property damage" costa04t,rif h6at-' $06ke or NOos from a "hdstilefi(MVI;, ,on which to 00, or 1000tim or 01, in, ,CG 00;0112 07 .0 180'Prbp6rlIes, Inc., 2006 (2) Any loss, cost =or expanse arising out of any,. (a) Request,, demand, order or statutory or regulatory requirement :that any .insured or Others toot for, mdnitbr., clean up, ra- Ize, gr In any way rgspond to, or assess t(ie effopta, ot,:"pgllutant5":"or (4) Chaim or "suit" by or trh behalf Of at gay- prtfinentai authority for darrlogos "bq cause ofieArigfor," moriitodng, cleaning ud, rerriovirio, containing, treating, d&A to tifyipg or 'ne00,0114ii or fit any Way res�Ooding to j or as66blfiA the pfreats of, Poll P10, , However, th($ pa'ragM h,cloes not apply, to ,aos,ence;ot sucn request, demana,,-order or ,statutory Or re ulatdry requirement, Orsudi clairii, or 'atilt" jr.,or on behalf (ifa gOvprn- mental autfio�. 0. Aircraft; Auto Or ytlatercraft 13odily injury" or "property damage" adsing out of the Ownership; ;rnainfishonda, use or bb- trustnlpntto pthel5 ofanyafrOfaI'L ",auto":orWa- feroraft awnoq or operated, tip o! tarried or tc angel to any hisu.rert Use ir�efudes operatlon and"loadingyor,,unloadIn, ". This exclusion applies even if the .ofalms against any ensured allege negjfgenoe. or other wronddoinot in the su66rvtsior7c, Mrina..emblov- aoalty injury" or "ptopprly damsge" Inrfatved the ownership, maintenance, use or gntmst- ment to others of any.aircraft '"auto" or water draft that is owned'OrKopor'stOd' by -or rented or loaned toany Insured., Thhs.exciusich does :not apply to (1) A watercraft while ashore on premises you Own or rent, (2) Awatercraff you do not own that ls, (a) L2as:than 26 fleet Tong`;and #b) blot being used to carry persons or property fora.Gtlnrge; (3) Parlrlrig an "autd" 04" or on the; Ways next to .Promrsps you, own or rent, provf0e0 the ,.ahtp'' is not owned by or rented or"loaned to you orthe nsured; (4) Liability assumed under anry ct" "insured' con- traforfhe ownership, maintenance or use of airdrafl drwafereraft; or (6) `'Bodily injury", or "property damage" arfsing out of; (a) The operation ,of machinery or pquhp, ment that is -attached to, or, part of a land vehicle thatWould quality under jh definition of "rndbife equipment' it It -we're, not subjeo� tO a,compulsory•or dnaricia) responsibi ity taw 'or other motor vehicle Insurance law in the- state where If is It- ceased Orprtnclpalty garaged;=or (4) theapsraticn,ofanyof3herpachtnely.or aquiprtient listed in Paragraph C(,2) or 1`5(3) Of the definitiOn; of "irobile equip- meat". h. Mobile Equipmdtit �Todity`ihiury" nor "property damage°4adsing out of (1) The transportation of"inobtleequipment" by an "auto" owned or one?rated by,or rented or idanodta any Wish Te * (2) The urge,of-`mObtle erjulprtient"-in, or while In pradtKOJOr, dr'wbye being proparedjdf, any prearranged raging speed, Oemplition,: or, Sfuntr`,ng actcyity, L Wair 'Bodily injury" or "property damage", however caused, arising, directly dr rndtrpctly, outbf;; (1) StUar; incuding undeclared OrciAl War;, (2) llliarlike action by:a�military force; including actioliin, Firideringor-defefidifio:40 tristan' actual or,02p6OJad attack:, by any govern- pipnt, 8Ovet`aign or ot}tor authority using nrflary persanngi "or other agent , or O insurrection, rebellion, revolution, usurped power, or actlgrt takers 6y44vernmpntal au thortfy lh hinderiing, or --defending against any Ofthdse. j. Oamage T4 `Proporty "Proparly, damage" to; (1) Propettyyou-awn, rant or oodupy iacluding any posts or pxppnses jncurreti :by you, OF any other person, organization, pr entity, for repair, replacement, enhancement,, restore, tl6n or maintenance of such property :for any reason., i]rOludinl) preventio t of tniiiry td a poison ar;:damage tq anatner',s'property; (2) Premisesybu tieil,?giue away Orabandon, if the "property dardage" arises out of any part of those premises; (3) Property/ loaned to you; (4) Peisonol property in the carer custody cor WrArol of fne insured; Atsvgcivm ere. RizkfMlu9rntnf OEfke1NM Page 4 of It a 160 Properties, inc., 2006 ,,. 1—,,, k. M. Pr That particular ;part of real property on which you or any contractors or subcontract tors working directly or indirectly on your behalf ire perfomting operations, if the "property, damoue" arises Out of those op� eraficns; or (0) That particular pact of any property that must iie restareet repaifred`prrepjaceci pa. cause "jour work" was incorrectly per- forted on it. Paragraph (2) oi'ftiis exclusion does notapply ifthe promisas ate'ryour wotP and were no vat o`ocupi'ad, ranted or field for'r,.ental by ybo, Pdragraphd 11j, (4), (s) and .(6) of this, exdiu+ $ion do not apply to liability ..4iiiU Oed under a sidetrack ag'raehiraht,: 'Paragraph (6) of this a)kclirsidn: dons notapply to "p-operty damage" [4cll4ded ih the."prcd60-' $- completed operations hazard". namage'TO Your Product "Propetfydama(je" to your product" arising out ofit br-arty parr bfft. Damage-TvYbtir Work, "Property..damage'cr'yourwork' arising outof' it or anypan df•itand included in the"produdts= completed opafatio 7$ hazard". This exclusion does not apply If the damaged work ortho',Wbrk out of Whjch'the d0inagO,:A6$- e0 was periawnrad .on your behalf by a sut3cori- trootor Oarnege To Impaired Property.Qr Property lygt Physically injured roparty datna�aW' to "impaired properly" or proparty ixhaf has not teen physloAlty iniurad, ar'ising,grut pf: (1) A defaot deficiendy, Inadequacy pr danger= gas 500 It= '_n "Your product" or '".your work";-Ar (2) A delay or fallore -by you or anyone acting on your behalf to perform a contract or Agreement in acdordance;.with its teirns; This exclusion does not apply to the loss of use of other property arising out of sudden and ace cidental physical injury to "Your product" or "your work' after it ha's been put to �its.intended_ use,. it. Recall Of Products, Work Or lrflpafred Property Darhapes diairned for any lossr cost or ex- pepse i, tnrert;by yoqu". or Others, for ii loss of usa, y ithdraWat, recalfr ldspacftgot repair, te- pfacement,:adjustmenTpre'moval ordisposal of (1j "Yourprbduct" 14 "Your Work' of., .(�} "[mpairad properly"; if such product;, work or ;property is withdrawn :or recalled from the ri�arket offrolh use by any 13er$0n or o(ganiYAU'do bed4use, of a know7n or suspooted. defoGt, deficiency, inod.dgtrady or dangerous condition in ft. 0» ParSgnal.An( Advertising Injury' "Bodily injury";arising out l"Of "personal and ad ver,,tfsairginjurX", p, tlactroniG"Data Darn6ges arising out of the loss of4 foss of use; of,:dainage to, , propfioli-rot inahtllty to adc,ass, or it 4tiI11 y10 McOjp6)Ata .eleptro6ic data. As used fi this exctdsiont„ :etedtronio data means infor'niaron; fact$;or programs ptoreu as Ives, cells, data procr ther Media Which are controlled equipftaoit. 4. Distribution Of Material in Violation Of Statute$ „Bodily injury" or "property damage" `arising di- rogtly, Qr iirdi"redly out of any action or omiss%on thafuiolates oils atlegad'to violates (1) The Telephone- Consulter Proteption Act (T6P& inclpding any amendment of :or addition tp such law- or (2) The 0AH-t>PAM.Ac1 of 2001, including any AMe.gdrrlpot gf`or addit np to sycl 'taw,:pr (3) ) rry statute, �ofdl tanoe Of regulation, other f4pn the TORA or 0AN. $PA,M Ant of 2003, that prohibits or limits tan he sending, trsmit= ting, cornmunicating:or distribution at rnate- vial orinformatlon.. w,kM,".q�rnnasn ar � _ firVeafrv�8t;. y CGO0A,11 07 Q.ISOProperfts, Inc.,2008; Exgl'uslons c, through n, do not apply to damage by fire to premises white rented to you or tempo- rarily,ocaupied by You ,With pemilssion of the own- 0.,A separate limmit of, flrsuranoe applies to this, cbsreralie as described, in ;Section lit - Urhits Of Insurzjnce 'COVERAO B p R84NAI AND, AID1 WIR ING 7NdU . Y LIAPiutY i. Insuring Agreement a.. We wilt pay these sums that 'the insured Jae - 2. any `"sUtt!' seeking those dam4ges. ;However; rya will -,have no duty, to tiorio "the. Insured_ against any,"suit"" ° eki-11"ng 1"atnages fur'_'^per sonar and fpdverthilng hijury" t4 wJatokr fhis !n- surance does nof,apply, e may dt our�disere- tidier i'nvo6t(gate any 6ifense arid, settle Any bCalid.or"suit" that r>jsyfe; ult,, RUVI ('i) The amount we will pay P& dama'geb as limit0d as described in eeetion Inkin its Dflnsutance; and (2) Dur right dnd duty` to defend end whOn we have . ssd up the applicable lin 4 of rlisur- ,anoe :I) the paymeni of judgments _oy set- tlaments, under coverages A -or or, tnedi. aatexpensesunder Coverage C. No pli or �:obliggtlbg or Ilabil(ty to, pay sums or perform acts or services is covered unless ex- phcitiy pedv1d'ed for under Supplemdntery, Pay- jrrpnts= Cbv000(ges # and.6, b. This insurance applies to 'personal and adver- trsrn10 injuiry" roaused by an uf.f0n0 arising .out of your busini ss but only ,if the,offense `Was „mntM ed itt the "coverage 1efTitory"during the policy period, Bxclustans, 'this insurahcs does not apply tc a. KndWingvididtlon Of Rights Of Another "Personal and advertising'Injury" caused by or at the rtirectidh ,of, the Insured With the knowledge that the act weuld -Violate. the;rights of `pn6thi r ah(. would Inflict "personal aril ad- verdising injury'" k+ Material .p.ublished'W ih KmgWledg$ Of Falsity= "Personal and advertising injury' edsing out of ,raj or written publication of rnatedat, If done by or at the directio'n ct the insured` -wit-9 knowledge of its falsity. c, Material Published Prior'To Policy Perfad "Porsonat gild advertising injury" ads'r`ng out of Drat or written, publioation 'of material whose frst,pAllication took place before the tieginning of the policy period. d. Crlminai Acts "Personal and advedising injury" afising,out of a criminal act committed by -or at the direction oftnelnsured. e. 'Confractual Liability _ "Pemprtat and adveritaing Injury" for'whictl the insured .has assumed lfabiiity In a .contract or agr'eemurit, This exclusion does not:applyto Its ability4d rdamages that the insured Would Nava, In the abs'erice of the oohffact oragr0eiir0ot. f. Breach,01 CDtitract "Personal and' advertising injury"' arising out of a breach of contract, dk6ept an Implied don- "tract to ,Use 0goth00 advetising Idea In your "adaertlsamant"', g. QOiallt_y,Qf twonrPormmn6�CfGoad .-Failare To form Tb Statomoots: Personal'Ohd advoltieing injury" nrisn,g out of the. iarlure of .goods, prijdC{at o services trs oonfsirtn. with any staterflont. of .quality, or •per fou�lanGp made irr.your`•advertisemerst":: b. Wooing Description Of-Pr)0es `Personal and advertising Injury" drising.npt of the Vr,ng.'dese 1piloq'of the prlce:of goods, prad_uc�s or services stated irr y4irr ",'adver[lse- menPr 11 i. Infr(ngement Of, Copyright, Patent, Trademarli of Trade Secret "Personal and advertising injury"` arising' Dui of the infringement of copyrrght`,, patent, trade- mark, trade secret orother,160ldotual property, dghts hers Undetthis dxc[06n, such oth te iblelioo tuel,'droperty rights :do- not tnGtik& t use of anotadvertising Idea in ,your "advettise- Hpwoypr, this. excluston (foes not Apply to fringument, in _your "'advoglsempnfr`s .of copy- right,,.trade dress or slogan. j. Insureds In'Mediq And. lriternet Type, Businesses "Personal and, advertising injury" rtommiffetl by an"I'nsured whose business1s> ,(I) Advertising, broadcasting, publishing or telecasftng, (2) t].esigning of determining content of web sites for others;, or warir�, anrra�,vmar; a i �taguow 'rr "rteney�,rcvar�raac .Page 6 of 46 0 ISO;Peapertles, Ino., 2006 11 M. 0. m An Internet search, amess, content or service provider However, this exolg iotl does. not applytoPar- agraphs 4.a.r b...and c. of "personal and ad. vediting injury" uhdeethb DefinitlonsSectiori, Fbrthe,purposes of this excluslon,the placing 'of :frahies, borders or links, or".advertising, for you or others onytvftere oh the tntbmet, is,tot fty itself, `considered, the ttndhess af-advertis- ing, pioadcast�ng, pare lshing ortelecaAng', 001:00.0114 04400of 0�Or 0-uttbt(n Ooar;ls "Personal and advertising injury," I rising, gut of an elebtreniC chatrocm o buiPpngard "the (n- sured nests owns, -or over which the ldsured exerarses contirof, JP , Unauthorized-use`crf�nothar's Name tr rvroyot Person i anfl edyetisrng;irrjury",ausing out of #Ire unauthorized ,use Of 'aniitner's. name or product In your a mail address, domain name dr tttatatag or any athef sinillar faC#[os fo fills= lead Bother's potential euotdrtrers, Pollution "Persggai and advertising Injury" snsrng put of tire �f e u� alleged` orthreatened disdharga, dispersal, seepage, migration, release o'r " s- aape or."'pollutants" at afTy"'time, Pollutidn-R6lated Any loss; cost:arexpense arising out of any; (1) Rquest, derriand, order :or statutory or regulatory, requirement that. any Insured or ,others test :for, monitor, plead up, remove; cohtain, treat, detoxify br neutralize, or fir any way respond to, br asses$ the effects =o,`f" 11110utants`1a or (2) KO(aim or suit try or tin behalf :af a govern- mental authority for damages be4a`nse of testing for;,' or monitoring, Gleaning up, remov- ing, con taihirigb trealing, detoxityiiig or deu- Irallzrng ,of In any way responding tb, or assessing the bffects of, "pellutonts", d. War "Personal and advedlsing :injury", however caused, IarlsingY directly, or lndlreotly, out rift (1) War,,, including undeclared or divil ware (1) Warlike action, by a military force; ricludlng action in hindering.or defending against an aotual or 'exltaotbd attack, by any govern - inert, sovereign or other` attMotity using military persannel;orotlrer agents; of (s) Insurrection, rebellion, revolution, usurped power, or action {akenby governmental au= thorityin hindering or.defending. against any of thesa: P. Distfibution Gf Material .In Violation 4f Statutes "Persdnal and advertising injury" arising direct- ly -or Indirectly lsut of arty actidir 'or omission thatwiolates'oras alleged to vrbtatoti (1) Tite T ,1.00 ions Consumer Prptecttoh Act (7CPA} including' any amgndMent ,of of addrf(dn to such farm or (2) The CAN SPAM Act of 2003,10(ludlnl] any Rmondrnsnt of or add%fian to sudli;law,br (s)y statute, ardinano$r regulation, ether Ilan tie TOPA or 6ANLOA0 Alit of 2JJ013,. that prahrtrils or (inrita the serrdirig, transmif, tiny, cornmunicaf[rrg or disinbutdin of mare rial.dr:i'rifanr atian. ' VEPA6E(*;`MED(CALPAYMENT9 if,,] I nsion'"gAgreement a, We will pay, medical expenses as �descflbed below for "bod(ly injury" caused by,en aeCider>f; (1) On premise -y9u own,or.rent; (2) On ways next to premises you own or reht{ or {3) Baoauseofyouroperat'rons provided that: (a) Tha accident takes ;ptace'in the "Cover- age terr)fory" and aur[ng-thepolicy, perm od (b) The expenses are Incurred and reported to .us ]witfiln one year of fbe:date 0the accident; and (d) The injured person submits to bxani[no- tioit; at our expe'nSe, by physicians of our choice as often as we, reasonably requiro. b, We will :drake these payments regardless of fault; These payments will mot exceed the apt plicall e limit of insurances We will gay roason= ,alale expenses for: (1) First aid administered at the time of an accident; (2) Necessary mpdioal, surgical, x-ray and dental seivices, including prosthefic device esx and (3) Necessary ambulance, hospital, profess srdnal rturslrig and funeral services; �� cG 00 01 12 01 -1 150:Praperties, Inc., 2006 2. Exclusions f, Prajudgment jnterert awardad against the vlte Wilt net pay exponsos for "bodily injury"" insured on that -part of the judgmentwe pay,- If a. Any Insured we ltrakei on offer to pay the applicable limitt Of InsTUranbe, V�re-tufll not pay',4ny in - To any7nsured, except"volunteer Workers'". yptejudgmant fei"asi Visaged on that period of time oftariha of- b, Hired Person fern Toe person haired to do wwk,tor o oal'bs hftlf of anylnsured or tenant of any insured, g= All intetestar6"tha hail arnotint of any judgment thaf .oCcrues after entry Pf tho .�,udgnteat, and c;)njtrryOn:Narrttallyllnouptes�PretniSes- before we have paid, offered to ppay;;ar depos- Hod in=dourt'fhe part .oftlie judgment.thdt is To a'person injurad on that part of premises WithiWtheapplioabletimit�ofiniu'ionde_ ysryr own or ro(11`ttraf_the person normally, ocpy- . These payments. will notreduce the limits of insur� pies: once. d; WOkers 00fnpensotfon Arid,$imilar Laura �. If we defend an 'insured' against a`sufiU and an To a person, whethe pr qot an "omployae" 4f tndemhtte8 of theittsured is elsmrtarned s a patty W W ayabl"e'Dr mu " Inderrrnlieeif'all of are t bes rov'rded nde�alwiark comp6nsatfon Yhafoliawing oo otio s"Arv,, rndt at ens' Rr disability benefits law or.-ti siirlilar`faW, a, The `Snit against the indorSfiiitee seeks dana - egos foryrh(Iolt�.Cbe insured ha3 ass�,med the. It' e, Athletics. Activities iffy of the indonrlpitoe rn a tontract tit To aTpe,(aon hiju'red'wNliapracticing, ir)5(rq&I-ng agreameotfiii,is an "insured contract`, or participating In any physical oxereises or tr.'This insurance opplias to 'such liability as- piiriesi �(s otts, or athletic conteats', sumed by4he nsured- f I:rroducts:-Completed Operations"Hazard c• The oblfgetioh' to defend, or -the. Oosi of the IncIuJbd .within the "prod'ucts noanpleted ppera= Lions hazard"- defense of, that indamnlfao; has also been as•• sumed by the insured in the same "insured: M. 00yerago A Exclusions ccnfris d. Theallegatfonsin the "suit" and the information Excluded under Coverotfe A. 'we ikhoW aboutAJTiJ "ocdurrenco" are such that SUPPLEMENTARY, PAYMENTS — COVERAGE$ A+ no conflict appeors to:exist petW00 the Infer - AND J3 oats Hof the i>C.4Ured and-,tha- interests of the, i(t 1. i7Ge•will" pay, irlith re,Spebt �a any claim wo fniresti� �dernnitee, gate or'settla! or any "suit against an lnsoratl vre a The rlidemnrto and, .the Insured oak us to,defend, conduct ago control the defense ;of that indem- a, All expenses we inonr. Meaagafnst such "'suit" and agree that we can assign the Santa counsel -tad fo end the irtsured b, Up to .$250 for cost of bail bonds required and Via indeaimba; and because of aWdehts, or traffip law vfofatil0b$ aCiaing out ttf the Use of any -vehlote to whiph f, The indemnitee, the Eodily' IA1ury Liability ,Coverage app1' tinfB (1) Agrees (awriting tol_ do not have to furnish these bonds. (s) CPoperate with us in the _ pyestigotion„ o„ The cast pf bonds fo roleSse atcr mettle," brit settlarrlent grz3efen e oftho'"suii ; only for bond amounts within the. applicable _ (p.) IMModiateiy send us copies of any limit Of insurance. We do.hot have to "fumish demands, nat[oe�, summonses or, legal these'bontle, papers received in connectlon with the d: All reasonable expenses incurred by the in- sured at Our t,0440st to assist Lis 'in the 10esti- (c) Nofify any otherinsurer whose covorage gallon or defense of the claim of 'Ysuit',, htolud- av Is ailableto the irideniNtoei and trig actual Toss of earnings up'2o $2b0 ja day psoatrso of time off"fromwork. {d) Cooperate�v dh us With, faspeot Ta coot zlinatmg afher applioabfa `fnsuranu e. Ali court costs taxed against the Insured rn iha available to the,indemnitee; aril 'Suitt Flo}vever,theap paYkttents do ,not rnelude attorneys' lees or attorneys' expenses Is (2) TFrovides.us with written authorization 3o againstthe insured, (a) Obtain records nof ofheC Iniottnation.. related to the "sul 1. _ 'I ¢„ <.,y $�deAteraganu,k4iwlon. �'"'��; 6JNPWaJ®81; 09.}9JCTdAat �Wuk Page 8 of 16 ,b 150 Properties; Nxw9nr,mtgaiglAidc Inc., 2006 (b) conduct and control he defense of the indemnitee in su6h'"suir1 $o tong as `the above conditions are met, atter- neys' fees.incurred by us in e defense of that in. demniteE, necessary'litiltatior ekponses Ifiburred by os and.neo&s$ary Iltigaticn' ekpohses iheiurod. by the Jndgmaitee at our request will be paid as Supplementary Payments, Notwil4staridirig the provisions 'of Paragraph 2.b,(2) of Section l Couerage A = Bodily 1nlury, Aid Property Ohms go LiablKyr such paymbrilA'WiIJ not be deemed, to be damages The (!,bodi[y injury"'and "prdpErCyda'urage" sn�d`wlu not. reducethe;limi� 4f 1ns.Urance. Our obligatjon to d0ieri !:oh insurod'a lndenrnitee And]to.p6y tirr attorneys" fees and nepossarylitiga- tiop exponsos as rpptemerltaty't'ayt?tents ends when we have use(up the applicable finilt of in surance in the payrnenf of jGd dents .o'r Zettlev rj%ents Or the b066. difiott5 Se# fagb above, Of the term.% of th!E agrpemOat described in PSlragreph-t; abouef sre na longer met€: S,FTION 11-`YfltiO JS AN INSUR6Ci= i. If you are.designeted 6 the pebteratiorts ass a. An individual, you and your spouse are in. sureds,'bbttiniti with respecita the eonduct of a business of Whiph you "afa lhe:sote owner:, b, A partnership orjoint venture; you are ati ir1.- sured. Yrsut;meMb6r$, your ktbers, and their spouses ere also insureds but only with r6- spect,to,the cpnduc(;of yiaur business; -a; A Iimlted dsbiirty conjpsny, ybu are an Insured Your members ;ire Aw insureds, but Dilly with respect to the conduct of .yeur business. Your managers are insureds, but 6riiy with ;respect to thi<lt duties as y o(if nianagers, d. An=organiiafion other than a partnership, joint vontute or limited liability company, ,you ate an insurpcl. Your "executive 006e0s" and directors are insur'egs, but oajy with respect 10their du- ties as yqur officers or direc_t4rs 1�aur stack- horders,are also insureds, butt only with:respeet to their [fability as,sibbkftd dens, e. A trust, you are an insured. Your trustees are also insureds, butohly with.respect to ih'eir du- tle's M trustees: 2. -Each of the following is aiso,an Insure(t; a, Your "voiupteer workers";only While performing duties related to the conduct of your business, or your 'employees", other than either your "e out! - Kfe ofPicefs" (tf you are an organixati6hr bth rthan a. a. nership„ joint 9(0Atur$ or`.limited nae i ty bemoan) or your martegam�f you are limted liability oompany)a but, or l for ante within the scope of their, employment by you or White perforrting duties related to the conduct of �bdr bubiriEea, 'HbWevoti "ntrhe of those'Perri ployees" or "v..olunteor workers" ,'are insureds for;. (1), "'4Udily Injury" or "personal and. advertising (a) To your 10 yOur pOtnets or members (it you are' a portnerslrtp pr,)ojnt venture),, to your rneunbers [f yQy ere g limited li ability company) to a co -"employee!" while iri the oou of, hls of hQr ein4 loymbntor porforifi tig ddties related to: he c0nduct of ybqf 4u chess sir to your other "ys?Junteei workers" While perform- log duties related lb the conduu# of your business;: {b) Tvthe.spouse"04fild, parent, brother, or sister .Ef that co:''employee" or "volun; teorworker" as a consec 6'ence of Para graph (1)(A) abouei (6) Fa which there is .any -obligation to share damages with or repay $Onleone else•Who lMstpay#AMap0$�becaose, of the l�ifry jd6sodb6din P rsgrsphs (1)(a) or(6)above, or (d) Arising old of his or .her providing or falling. to provide protessinnal health care services. (2) "i?ropedy damage" to proPetty+ (o) Owned, pcoupiEdi or rased py; (b.) Rented "to, in Cho,care., custody Or coil- trot of, or oyor which mysjoai control is being ezerclsedfo pirry purpose.by` you, any of your ",employees", "volunteer yrorkers any partner '..orme mber 'of you are a partnership or joint. venture), or any mein- ber(if you area limited liability dompany). p � -:. 4Mzatr+Fa6v: GG 00 0112 07 0,180 Properties, Inc.,,2008: b. Any person (other than your "employee" 'or "volunteer worker'};'dr any organization While acting,as your real,estato mAirager, c. Any person or organization having proper 'temporary custody of you1r, property, if yb4 d1b, but only: (1), V.VIfhrespect to liability arising out, of 1h6 nnglintoriahce of bsb of, that pt000q; Arm (2) Untll. your 16,061 morsserltativ& .:has been d. Y'bur legal, representative if you d1b, but only. With respect to duties 'as ouch: That, topre. tentative wili Oave Olrvour dohj& and I duties 3, Any organization you newly Acquire or form, other An 0 0knOrsbikJont. venture Or Ilrbitod 1i#011ty 00 m party, And over which, you marot-alwo ownership or, mdjbrity IntAreAt, will qualify I a maintain a Nia e 'in - suited lf-66re K he other sirtYiarahsuranae 0 6114L However: a. Obvibrhodmilddr-thi§ provision As, Offord6d'only until the ,9Utrt day bfta- ryofi A04dife Or forth the oroapikaforlo"n Jhop,end Ith "J. a 'po,(p-y period, whi-04worls eariler; P. P OV&40 A does jio"-p ""bodity in ply"tp . jury,, or "Ooopo' damage"Q44 Occurred'`bAf6i�p you ant QNgire�'orto,im d tho organization; c� Coverage 9 does not Apply to 1'petsQnal and "I arising but- of :art Offense comin! before you Acquired of formed I the e No person or,organ-liation is an insured with respect fq the -4ohdu0t of arlycorroiht,,of past parthel'sihio joint verftto,& limited 1IAblIJty'0Mp4ny'that is, riot sk'*h 85 a Named)nsured in the Oeplamflon, a, - SECTION 111, - LIMITS OF INSURANCE 1. The. Urnits df-linguratico,shown ihthe DetlardtijJ06 And the rules 'Ibeto*. fix the most we Will pay re- qhrdiess Of the 4. Insureds; b. Claims made or "suits" brought;, -or c, P-OMns pir organ i ±E111905 malting claims or bringing, "suits", t 'The Osnpraf Aggregate Limit is the mot#. we will payfor1he sum of. �i �k Medical expqnsep 4ndefCqyeraqQ C; Coverage A, except damages i y,. or "proper ty'darmag,01 e 0 �OZr ' ym injury" Included in the'"products-completed operations h6z6oWi And C;- Damages under Coverage 13, Knoe 10 of Is 1, The Products -Completed Operations Aggregate Limit Is the most we will pay under Coverage . A for damagesbecoose of "bodilyinjury" Otto '"property damage" Included In the "products -completed -op'- -Aratf6s hazard". A 90bloct to Paragraph '2. ab6m the P,arspOhl ai-ld injur y Cirrift e, th Is the most we will pay uh- Or, toverege, is the sqtp of all da I r 1 0, ag 6.5 bew cause of all Versonaland advertising' inluryi' sus,. A.Alned by ahy,oh6 juers6rr or6roar(iz6boh,, Subject to Paragraph I. pm' 3. above, Whichever most we will."PAy fbrthe,sum of a. Damages under -Coverage A; and ,because of all i1juptilly I 1 0 11 Jury,*'Ond "Prroporty debt age' adsing OUL6I any, one "qcrurrehoe11,,. 6,, -Su6feot JoPo.ragtrapfi�;S; Above, the IJ4 T _u Limit is -the most we, Will .-pay- under $ for damages because of pyppedy d� li 11 1 a -,ohd premises, While litnted to you, ! ,irl tine ,cas of d4rh#00,.bv fire, 7. $vbJedUtd Faftirajoh 6; bboV* the Medloal Ex- sh 't-Imif,he Most la She '-WO',will pay aged Tor , all med yapt expenses bocau because of "bodily into austained byainyone person. The Ulmltp (),f[psoranoiD of this Coverage ,Park_apply ;5,n,par'aC In I le,1, to each, 6ohse c'ulive,ann'u'al period and to y e n Ing period of IOWI1106; 12,moirtft, starting with the beginnirig' Gfthe ,policy period thoWn In the Qeolorotions,, unless the 'P0110d isi'e4ended after'lisueripq for 001 ,qflo':,6f fesg than. i l 1 months. In 'th case, 4he, Ad' tionol pentod , - WfIbe deeMbd p6d'of the la6tpitekedirig period'fOrp'Utpos -11 C�8' SECTION IV - COMMERCIAL GENERAL LIABILITY ,CONDITIONS 1. aankruptcy PanKrupi,cy Pr inso ' Ivoncy ot' the insored, or pf the ft -Insureestate Will iot relieve, us ot"Gur oblige, IW6,4 utidel'this Coverage Part, 2. Duttles In The Event OUOccurrence, Offense, 'ClAhn Oir'suft a. You mugi-seeAo it thalme,are notified as soon ,As or Ah.dnnsb Whioh, may'fesUlt in a claim. To the eAerrt pos- , 01lo, rwti4 shojuO indoow. (1) KOWWhAff and Where the `bccu0e0(!6!!,or offOgis, took Place; (2) The fidmos And addressee of any injured, person` ,1 witnesses. slid "jV" rONVAML APPROV Hr. ,0,1$0 Properties, Inc., 2006: R) the nature anti: location of any injury or damage arising out of the ""occurrence" or offense', b. if a claim is made or "suit' is ,brought- against any-frisUndd, you rnust,. (1) Immediately record the .specifics of the claiki, r.Tsuit' and"the date;recefued,arid• (2) TJotifyusas=soonaspracficable,, You :must sea 1p if. that we recetus written now tire. of {he claim or'"'suit" as soon as praatfra4 ble. c, You ant( any ctherinwaived jpsured must; (I)l Immediately ;sefid us copies, of, any' tie. mends; notices, summonses or, legal pa- peis'received iin'oorinectiori wfth the: claim or"'stilt'; (2) Authorize us to obtain records and tether itifdihatfonl (2) Cooperate with us in'the investigation or° sattlet rerit of the.clafrn or defense against the "stilt"'f and (4) Assist us,, upon, our requdst, In the ene fdrtOhlont -of any right tigainst grjy ^ rsbtt r organiatipn which my' ire i,ab_fe te the insured because trf Flury owamage to whl,rkr this insurance nrayalao.apply. d� 1!o yrisured wfll, except atJhal )nsured's'own cos(; valuntatl)ymakg a,paymept,- assume any Obligation; or frrrur any expense, other than for first aid, without our''con`sent; a, Legal Action Agairrsttls No person or organt atf4ri has A right uncler this Coverage Pah ?, To join us as,O pad#y orv(hprw so Daring us;intp a r'suit° asklhg for damages from an insured; or 6 To sua p on,thts Coverage Part, unless all 'of its terms have been fully complfod with. Q person of organization inay.sua us to recover on an agreed settlement' or on a final judgment against an :Insured•, but we will not be liable for ddi-.0000,.thal ;are not payable tanner the terms of this, coverage Part orthat are in eXoess pf itie Op. usrtne msurea ana the claimant or 's Ie�al.repYesentatt�Fe. 4. Other Insurance if of her valid and collectible insurance is, available to. tho�,lnsured fqr a foss we cover under 0overag�- es orb orof this Coverage"Partour,obligaiions ate'ilrnited ds folloW a. Primary.insurance This insurance is primary except when Para- graph b. belowapplies. if this Insurance ispri. mary, our, obligations are not affedted tlnleas' any of "The ,other lnsurende is„also pornAr Thori we Will -. hate *it _h all that other lmur ante by the tnethod desorlbed in Paragra beph c:: otiv 6. fwxeess;tnsufsipce (1) This:insuranoe is excess ovair'. (a) Any tf the other Insurance, whether primary, eifcess, offntrigeht -or tip arty Other txasts: (i) .That` Is F [Je, ;Wehded -0overago, Bu(Ider's Risk, instalialfoo RA or sir 7 rarcpye(ggo for ",Your'workll; ,!j) That is .Pine, insurance for,prem)sos. rented to yOu.or temporarily Oocu fried by you with permissfon of ifre owner; (01); That is Insurance purchased, by you to obveryour Ilhbillty as a.tonant for �Ipr'o(lbrfy-damage"'to pranralses:rent ed t6y6u Ortorriprra'rily Occupied by you with pormlssion Ofthe"-owner; or (ivy if the foss arises Out of tfie trielote- nahoe -nr .Use of alrcm% "autos" -ear 'watercraft to the extent not.subjeot to Fi6luslon g.0f-Section`I �=Coverage A — Bbdily fnjufy.And Property Dam- age liability. (b) Any other prirhary Insurance available to you covering liability for dantagas eris Ing Out of the prernisves or'operattons, or the products and Oompt`e-ad ;operallons,_ fkr which yqa have bean added as.an; addleional fnsured by mttaehment of an endoi=seifient. (2) When thisnsurance`is excess we will have no duty under Beverages A lot B to defend the insured againat any ... suit" if -any other insurer Aas O duty to defend the insured against that "soft".r If no other Josurer de- farldsr we will undertake to do so, 6ul,.we wilt be entitled to .Elie insured's nights against all, those.otheTlrisurbra CO 00 01 12 07 01SQ Properties, Inc., 2006; (3Y -a%.qn. this Insurance is excess over other insurance, we will pay only our share of the of tint Of the hits, if any, that exceeds the $01A of" (9) The total amount that all such tither` er llnsorbridO would pay Of the Joss In the absoppe of this'InsdAnre; And 0) T110 total of all deductible and :self- Wood amounts, WOO aft that other m- (4) Wowkii shwe,tho, rpmairlqq loss,, if any, Alt ar'or insurance that is not cis. .,,C,n e6lin"I'Ris Fxqoss In,4Qronpe, provision and wasnot bought, specifically lo;,apply in excess of the Limits 2tf Insuranod shown' in the Pools r0ti0hE01' this'Coverspe, Part, .0. Mdthod,OfSfior1h'g ff"alidf,,t'he.diher�l'nsurancepermits Its contribution by'0 ,01 �i 'I shares, We Will foll,*:Ihis ~method aj- $('),k4Jnder this 4 -b each Insurer loohtdh- ho a Pljw Allp retil it I ..,($'paid its , p - l5k)j of feLppria ' a or gone . ' : of 11i loss remains,.whichever comes first. It -ai7y� of I -he her pynippq does not permit th p Rie byqqtAo,slrares , w9w]gor➢bute rf' Y limits~ lJnder this red'thod, ;ea-ch insurer's it4f IusUrarr)0afQthe .total Opplicable,limitsbif 1.400440p of all insurers. 5, F060JUMA00it a. We will obn1pute all premiums for,thie C6v6r- age Portz dn. ooeord4 M4 "With our M10 44d (E.Itos, bz PrOmikashoWn in this Coverage Part as ad - Vence premium is` a deposit prontium; only; At the Mso,�61"4_0 �Oudk period wpWIff compute , a ,ap,rr�ed pmmlumfcrAh4t,po'dcd ~ant{ $00 entice ta''f1he'first Narne'd es'ured', T-fierdue 'date for 'Audit and 'retrospective pre-miliffis .is the date sh6WA,ss'the' due date '(in the bill, If the turo of-tho 'advance end'- audit qooriil'oms pa id fpr the policy perigd is greeter n he earned promlum,,we will return the excess: to the first Named1haured. 'C' The'tirst Named insured must keep records of the inf6ftation we, need for Oremium;c6mputa- tion, and sbad us copies at tudhtlmes at Ve MAY request. 8. Representations Py accepting this policy, you agrees a. T0e:0tq1eMent4 In the Declarations are qpqu- rate and complete,, b. Those. are sfatemerf5basociupon repopsonf - , fiens you medaious';' and 'c. 'We have 'issued this policy in reliance upon your representations. 7, separation Offersureds, Except With respect to 16o Lirlt9 of (nsuranclo,, E. md any rights or duties specifically assIgged Jn this ,-Coverage PaitAo the first Named'insured, this lrr' ,84rb66e appliesr a. As iif each Named Insured were the only, Named Insured; and b, Separately, taeach Insured against -whom claim !$Made dt,"sult" is brought. 8., Transfer Of Rights Of R.ac9VqrYAgamst Others, To 'U& It the Jnsured 'has rights :to. recover. allor pars of a I ny Oqy6erit we MOAM6, under this bo'v6h§Qe Psis,,, those lights :are trdnafer(ed,to us, The duessu red Must ddnotithng after lass to - Due bet SQJV at transfey kose rightslo us 000 help orcotsm 1. Mori WeDa, Not Re ne Jf 'd" t ' ' e Aed 6 'no 0 renew Itas, Cb'vorsiqa� Poft ,We, 1:11 -radil Of 461jver to the, first No sured _6ed In , �showalo the boo'loraflons :written ;tloti'ce of the nonrenewal not less titan , 10 ., days written ,ration date, lf,aoticeis,mailed proofof:mnlllngwil)kfesufftoient StQT11 , ON V.__ 04HNITJONS %ovettis,ornerit" °MOMS a n0ficothat As -broadcast r published to the general pp¢➢c or sppclfio.ntar= or about ,your Ooods, products or sec. Vices for the purpose of attracting customers be supporters, F-ortho Purposes of thisdefinttlew a. Notices that :are published include material plaWon:tho Intern-otbr on Similat electronic t0anstif lo. Regarding wob�sjtos, only that part, lafa Web- s ho that , _i�abouuyour goods, Adoets,Wsor. Was for the purposes of stir*60ng custpr'ons or supporters Pori: rs is considlered! an AdIveOpmeelt. 2. Apto' means, a. A land ryphiplp mlttailer'cle- moto_ Jrallef�or �e� .signed for trav . a[ on public. roads, nciuciino any 411a,00 msefunory Qr 4qujpmoot; or b. Any Other hill-v6h1de:tW Is subject to 0 come� pul§qry, or financial responsibility I qV oroth tither motor vehicle insurance law inthe state where 1C.1s; 11666soder prIh6pwy'gAtdgbd, However, "auld' does not include "mobile equip� mans"; 11��V Page 12 of 16 6-150;Propertles, Ino.,2006, a. "Bodily injury" means bodily injury, sickness or disease sustained by-aperson,, including death re. salting from any -of these. at anytime.. 4, "Coverage:ferritary"means:, . a., l he United States of �merjpa {lnclgdjng its ter'torles and :possessions}, Puerto Rico and Cahade b. international waters or airspace but,onhr ifthe 14jurydr damage ocburs In the; coUirs0efht bV61 or teensporlatidn batween .aby' placas irfdJuded in Paragraph a, abode; of t, All other parts of the world, if ttte injury or`dam= age arise4 out of; (1) Goods or prodUbts made. br sold by _ydtr .in the territory ,described .tn Paragraph a. aboye;; (2) Thessaotivdras of a person Whose home is ih the territory ddsortbcd 'In Paragraph a. above, .but is awry fora short tirrre on .your 'ausi`ness; or (0) Varsanal anal a0verhsirgi 1njU6S" ooas That take place.ttrropgh the i'nternet,or simi larelectronictftefihs of cbrrstnutrieation . provided the insured`$ _rospq„rtsibjlitY iq pay Oar - ag s ddtermjned in a"suitr bii the, mania, -in the territory described in Paragraph a. above or, in a st�ftleitient x?e"agre8li. 5. "Employes" Inctudbs,a "leased w`orkee "Employ- ee' doesnbt:inolude a "Temporary tvorkeY', 5. "EXeeutiVeadffrder" means a lierson holding any of the 6ffroef positforia craated by ygpt, ahartar`, ton- atitution, by-laws or arty otfrer similar -governing da'oumenk, 7; `,kostlie fire" means brie which bepgmes!uricon- traliable or breaks Dirt trom where it was itrended to be. 8. "impaired property means tangible property; other fhan ".yourproduct" or"r+our work";1b4t ganbq# be. used or is teas useful because: A., It incorporates 'I.ypttr produd" or „your .w3l° that is known or thought to .be*defective; de i= ci'enf, hiadequate orddngerous or b. -'ou .have falled'to fdlfill the terms of:a contract or agreement; If such ,property can be restored ,to use by the.,re- parr, raplacertente adjustment or removal of 'your, product" or "your work" -or your falnlling, the towns ofthe oontradt or agreernerif., 8 J'Insurod contraot"' means: a. A contract for a, lease of y person :or organize. d prenitses While refit occupied ray you �Ith: is not an "fn6orod oan b. A $0biraok agreement;' t, Any easoinent or license agreement, eXoepf in dgnrfeqtl"pn. with canstruotton v,deioolltion op erations on or Q No 6,6,feef of a rarlrna�; d An .obliog an, as re ulrbd by bldin -I io fn . nlfy a rnunraip frig , e cept In,booneotjon with we(,I for a rriOOpal!uty; a, An' elevatorniintenanoeagreoment; f. Tfat bait of :anv other 'contract i6r adraemPdt a `arhtdh you assftme uy mw in we aupence of .any gantraq er agreement: Paragraph f.. doea.not foolude That parf of any contract or agreement: (1) Tbat indoorilfiesra railroad for "bptljly injury" or "property damage`e arising out of con= 9trudti6h' of demoltionvopemtions, within 660 feet df, any railroad property And affeoi(ro any railroad bridge or trestle, lr ks, rpkd- beds, tunnel, underpass or crosstng, lei That tntierfr'nifees an archltabt, Ongineer or, sunroyprtor,lnjury or damage arising e f of (a) PrepaTing, ap)),MVIng or fsiiirrg to pre= pare, or approve, MAPS, sli0� rawlo,6s,, opinions, repotEs, surveys, held orders, change orders or drawings 'and speeifi datidns; or (b) diving directions or :instructions, :or faitrng to;yiVe them:, ifthafis the primary cause if the injur ,6f damage€ a (3) Under which the insured, If an architect, engineer or sutsoyof; assuntesliability 1or an injury er,damage,arising sat of the in - or ar- ■wrl rirrrrr�wrrinrr f CG 00D1 12 07 VtS65:Properfies, Mo., 2006 14,"Leased worker' means a person leased, to you by a labor leasing firm under an agreement between You and thelabbr leasing firm, to perform duties related 16 the conduct of our business, "Leased worker"duos"potinclude a Iemporaryworker% 11.111-dad1ho 6r unlo&dm means the handling of proporty; a. After 'It is moved from the. ;plaeo Where It Is accepted for movetnont into dronto:an ajrdraft, watercraft or "auto";^ li _IJ6 it is In Or an an aircraft, watercraft dr' "'autk°l Qr c. White It, p llaing movasl-frorrf ah errcraft, Water ark# or'$tr#o to tho Ptooe t4are Cite finally de- li�+ared; bait "loading or uhlO;Yamg" ttoes; ,not in`oiude the movpment of property by sans of a nlechanlc@I device, other :.than A Itan,� irudie, that is riot ati- `xached tb he �ircraH,�Catercraft er "aGto", 12."Mobile equipment" means any, of 'the following types.of land vehicles, including any attached me chmery br'equiptnentx"' A. Bulldozers, fain machinery, ;forklifts and father veFlioles des(Qned'for use, ptil cilo offpublic, roads; b, Vehioles::rtraidtainod for use solely on ot next to premises you AWn of -rent; c. Vehicles that travel an cravrl`er`treads d. Vehicles, whether self�propelled or not, main - tattled primacilY, to provide mobility td. penna- nently.[rlounted; (1) Pawdt>crfiii? s, sttovets, loaders, 'dinners or tlrills;dr (2) 9OAr(f.6anstrJdt an or rosur€ading equlpmertt s(teh at grade , sdrapOM df1oller8j e. vehicles not iosoribed in Paragraph a„ b., C. or d.r abov0Atna"t,Are not self-propelled anti ate Maintained prim. anlyto provide rnabiCityIQ per- manently attached equipment -of the fallowlllg types: (1) Hrr compressors; puMps .and geno-Mto_rs, lnciudimg -spraying, weldingr buiiding dlearr- trig; geophysical explarstion, lighting and well servidirg egdiprnent dr (2) Cherry pickers and slmilar devices used to raise or lowerworkers; f Vehicles not described'in Paragraph a., "b,, c. or d. above maintained primarily for purposes dthertnan <he trans``portatidn.pf`,liersons-of car- gb. However, se1f-prQpajI0d vehloles With the fol- lowing types of permanently attached equip- ment`' are not "mobile equipment" but will be considered "autos"; �1) Equipinerrtdosignertprimadlyfoe''� (a) Snow removal; (b) )toad maihtemanco, but not construption or resurfacing; or (e) Street cleaning; Oheryplgk€rrs anq stmitardevioes mgunted 'On automobile or trggk chassis and used. fcx raise,or lower workers; and O A compressars, pumps and r)enoratorsa Jnc1udlpg a_praYfhg, wdltfinq, building c(ean-- tag, geophysreal exp16rdo6 .lighting and welt seNicing.etruipment, .However, „mobile equipment° does not iinclude any land vekltcles tbat.aro subject to a compulsory or financial respgr[si0i6ty 1a 7 or�other Motor 0111- cie insurancelaw, In (het'siata wbero Its. licensed` o prin pally garaged~ Lind vehioles subieol to a compulsory - or financial responsibility law or dther ,rhO ` vehrcte lnsuran6e law are 46n6tde6e7d"su- tosr", 11"Cle0urrence" means an accident, including dons urinous ;or repeated exoosufe to substantially the samfi general harbifol cooditians„ 144"P0s06) and adveflising injury" means injury, including consequential "bodily Ipjury" aris! out of aria Or -more of be fdllowm bftensesi a. False arrest, detention,br`lmpriabomont; b. Malidiaus proseautian c. 'The wrongful eviction from, wrongful entry Into, or invasion of the right of p4vat6 cb°eupandy, of A rc6m, dwelling Or premises thet p person ou. cuoips,_committed by or#n behalf outs owmer;. I'.p_ rd orlessor,. d. oral or written pubiicstiirji, in any rnanile'r, of maierlal that slamders or -libels, a person or or ganization or.disparages-A person's or argank ,zafion's goods,, products or servlces; e, .z rah ur °wr tip _q pgblicatlor , M .any mghner, of material that violates a` person's right of p6va- dy; f. The use of another's advorfising Idea In your "advertiserrierit"l or g. Infringing upon another's sopyrlght; trade dress orslogan Inyour"adverllsemefif'. „ �A4"pgcrwrti%vV� Risk Muta"c,iKMClilial/{(dG Page 14 of 16 0.I80 Properties, Inc., 2D06, 16,"O'dilutantV mean any solid,: liquid, ,gaseous or, thermal Irritant or contaminant,_ Including smoke; vapor,. soot, fumes, abids; alkalis„'Obemieals and Wa`rte,'Waste includes materials to beraaycled, reconditioned or rg0lairYed„ 16,' P,rdfhi6ts-cOb1pIbted bporations hazard" A. lholudes all "bodily rijdry" and>"propedydam- age"'WurrinU,aWbyfram preritlses You Own or mht Arid arisin,4"dut of "your product" or "your' warp"except; (1) ;Products that are still in your, physical pos- eossirin, 01 (2)' Ut(ork,that has- n9t yet heart completed or apandpned How ar '-yoot war skjlL e deemad gompl'eted at the earliest at the fol tolling times. (a) Whop all ,of ttie work, called for in your, contract hastee'n completed. 01f pll of the work to Spa tfone at the Ilia is has ,seen completed If your can- .tract.calls:fofi work at.morafhati one job Site.. (c) -WhehAhatparf bfthe wdrk done at;a jot, site has been, put to Its infended uae by any Person or orqsntstion htheu than 'aripthgr c6niractor or subcontractor Forking on', a same project, vyorit 1h tf May need seturoe, (maintenance, correct or repair or replacement, but wti"loll Is otherwise complete, wilt be -,treated as .dornplbted. b. Does not include ".bodily injury" or "property damage" arising cut or: ('t) The transportation of property, unless the injury br damage=arlaes,.dut,of a.condition In' or on a wohiole not idwhod -Or'Operated by you, and that oomdaion'wav created by the loadlilg al unloading" pitat uah101e by airy inuuy* (1) Tlia 0XJefeitpe of tools, udinstaileo equip - merit or'abapoonpdorunused rgaterlals; or (3) Products Q op$rations for which the classf tioation, listed in the Declarexipns 'Or `in a policy ° schedule, states that producfr� bampleted -operations are :subject fa. the General Aggregate. Limit, 77."Properfy darnage" meads: art Physical in(jury to targlbfe property,, Including all resulting loss of use of-titat,proporty. A11 such toss of use stead "be: deoined to occur at the timerbfthe physical ldJUrythat causetl It; or h, Loss of use ,of tangible property that Is not physically injured. All such toss of ,use shall be deenmed to occur at the time of the "occur- rence'thot;caused 11. For the purposes of this Insurance, electronic data fs nottonglwe jyrciporly. As used to •this definition, alectronfo data meant Infdrrdatfoht facts ur programs ;stored as or ort, ,a or data equipiladot 18,"Soft"' means a cIVll proceeding ih Which .damages beOausb of "bodily injdry" "�fbperty, damage' or '"personal and adc%ortlstjng ht).ury' to Which this 6- .,a applies are alleged, "sort" incjudbs: a. Ap :afbltratlon proceeding In which such :dam- -ages pare clamed, ape o whidh fhe insured must. submit or does submit .with bur' consent ar b., Any other alternative dispute ,resolution pro- caeding ln, which such damages are .claimed and to which the insured submits with our ooh ,rani'. yrary ,%Ork-00 Thed a person Who Is fut� to ,you to substitute fcr a penman, Opt "em- ' ah leave cr'to moot seasonal of short -feria is dudes determined by you, aria is, not pdid e foot salary or tither ooml?eridatibn by you cr anyone else fortheirWork portormdtjfor yqui, 21:1Ybur;J"oduct"; a. Beans; 0) Any goods, or prpducts, oIther thane real property, manufactured, sold, handled, dis, ttibUtbd.ordispased.df'by, (a) Yau; (b) Of terelfading under your name; or (c) A p00PIt Or orgaf ize(lop whose Oust rless'Of assets yell (,aye acquired; and O entainors (oilier khan vehiuiga), "material parks or equ,`tprnent fur0100d; in conpaptiorl with sucIr goods or products. b. Includes; (1) Warntntier or represontatfons mhde at any time With respect to the fitness, quality, act rabiiity" performance,orpse of'yourprod- uct`,, and " Ran s,"reRa0Evsw.. } law �ta�w,r RkkM+na"�nmtCtof�z,Aidc GG 03 0112 07 V ISi Prbperties, Inc., 2006:: Hyv , (Z)r Tite prm oviding of or failure to provide vya- ings or lnstruotions, . peas rtot'inctude uend(ng machines or other properly ranted to or located for the, use 'of o& art but natsoid. 22. "Your works �J) work or operations performed Oy you or oa ,your behaif; ,anrl. {2) ;Materials, pair($ or equipment fiarn Shod in conrrect�on y, ith $reel(uvarls or opera ions, b. inciui;tes (1) Werraritles or representations made ;at any tamp Sait;re'specf to the :fitnequality, riu ta4lliti. petromtalte or u$e of "your worJc'", and (1) Oar provjging �for failure fir provido �rrarn- ings or inatriawtc )s, . 3%ad Ptetaaa Riskhb�a9emmKfena�/Lde' Pace 16 of 16 01,80 Properties, Iric.,2006