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Home My WebLink AboutDISCOVERY SCIENCE CENTER OF ORANGE COUNTY (5)INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: A-2022-069-05 JUL 0 6 2022 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DISCOVERY SCIENCE CENTER OF ORANGE COUNTY FOR USE OF 'RICAN RESCUE PLAN ACT (ARPA) FUNDS This Agreement is hereby made and entered into this 3rd day of May, 2022, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and Discovery Science Center of Orange Coun , a California domestic nonprofit corporation ("SUBRECIPIENT" or "CONTRACTOR'. RECITALS: A. The American Rescue Plan Act C ARPA") was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. B. On July 20, 2021, the Santa Ana City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive Santa Ana Spending Plan, which includes five spending categories: recovery from the pandemic, direct " assistance programs, public health and safety, critical infrastructure, and city fiscal health. C. SUBRECIPIENT has been selected by the CITY to receive ARPA SLFRF Funds in order to provide youth programs, including: early childhood support; head start; day care; after school tutoring; athletic; and, youth violence prevention, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet ARPA's objectives to respond to, mitigate, and recover from this historic COVID-19 public health crisis. D. SUBRECIPIENT agrees that it will adhere to the tasks and services as indicated in Exhibit A for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: I. ARPA PROGRAM PROVISIONS A. Scope of Work SUBRECIPIENT shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the tasks and services as described in the Scope of Work attached hereto as Exhibit A. SUBRECIPIENT's failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term ofAgreement. The term of said Agreement shall commence on July 1st, 2022, and continue through June 30, 2023 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement shall also cover any and all services provided by the SUBRECIPIENT to the CITY since the date the ARPA SURF Funds were awarded to the CITY. Additionally, the Term of this Agreement may be extended by a writing executed by the City Manager, or designee, and the City Attorney. C. Amount of Grant Funding. The total amount of funds provided for said program shall not exceed Ninety Thousand Twenty -Eight Dollars and Zero Cents ($90.028) ("ARPA SURF Funds") during the Term of the Agreement. SUBRECIPIENT agrees to use said ARPA SURF Funds to administer said program as outlined in Exhibit A. D. Disbursement of Funds. Said ARPA SURF Funds shall be disbursed by CITY to SUBRECIPIENT pursuant to the terms found in the Fee Payment Schedule attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for ARPA SURF Funds, or return the entire request to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ARPA SURF Funding. The CITY reserves the right to reduce the amount of ARPA SURF Funds to SUBRECIPIENT, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ARPA SURF Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program term. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. (3) Reversion of Assets. SUBRECIPIENT agrees that any and all funds received under this Agreement shall be utilized during the Term of this Agreement, and that any and all funds remaining as of the end of the Tern, which have not been utilized, shall be returned by SUBRECIPIENT to the CITY within thirty (30) days of the expiration or earlier termination of the Agreement. No expense of SUBRECIPIENT will be reimbursed by CITY if incurred after the end of the Term of the Agreement. 2 E. Grant Program Requirements. (1) SUBRECIPIENT acknowledges that the source of funding for said program is the federal ARPA, and that payments from the ARPA SURF Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. (2) SUBRECIPIENT acknowledges that ARPA provisions allow the use of ARPA SURF Funds to respond to, mitigate, and recover from the COVID-19 public health emergency, and will not use these funds for any other uses. (3) SUBRECIPIENT shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. F. Performance Monitoring. (1) SUBRECIPIENT shall submit program performance information as often as requested by CTTY, but no less than the submission of monthly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate SUBRECIPIENT's management and operation of said program with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the SUBRECIPIENT to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the SUBRECIPIENT within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CTTY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. SUBRECIPIENT shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine SUBRECIPIENT's conformity with the terms of this Agreement. If any services performed by SUBRECIPIENT are not in conformance with the terms of this Agreement, the CITY shall have the right to require SUBRECIPIENT to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge SUBRECIPIENT for any costs incurred by the CITY because of SUBRECIPIENT's failure to perform. (6) SUBRECIPIENT shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate SUBRECIPIENT's performance under this Agreement at any time, upon reasonable notice to SUBRECIPIENT, G. Audit. (1) SUBRECIPIENT shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to the ARPA regulations. (2) The books and accounts, files, and other records of SUBRECIPIENT, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY to determine the proper application and use of all ARPA SLFRF Funds provided to or for the account or benefit of SUBRECIPIENT. (3) SUBRECIPIENT assumes responsibility for reimbursement to CITY a sum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to SUBRECIPIENT for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement, (4) SUBRECIPIENT agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. SUBRECIPIENT further agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, SUBRECIPIENT shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the ARPA SLFRF Funds of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to; (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents available within the City of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. SUBRECIPIENT agrees that all materials, reports or products in any form, including electronic, created by SUBRECIPIENT for which SUBRECIPIENT has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. SUBRECIPIENT agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I, Close -Out. SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); and, (3) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. II. SUBRECIPIENT'S OBLIGATIONS A. Representations and Warranties. (1) Authority. SUBRECIPIENT is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (2) Experience. SUBRECIPIENT is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; (ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (4) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (5) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. .5 (6) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in SUBRECIPIENT's proposal submitted to CITY, including any exhibits, are true and correct in all material respects, (8) No Pending Investigation. SUBRECIPIENT has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. "RECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good - faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations, Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for ARPA SLFRF Funds; provided however, the SUBRECIPIENT must be able to account for receipt, obligation, distribution and expenditure of ARPA SLFRF Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPIENT shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. F. Compliance with Law/Program Income. SUBRECIPIENT aclaiowledges that the funds being provided by CITY for said program are received by CITY pursuant to ARPA, and that distribution and expenditure of these ARPA SURF Funds shall be in accordance with ARPA and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by SUBRECIPIENT shall be returned to CITY, unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit D "Debarment', which is attached hereto and incorporated herein by this reference. "RECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. I. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby ARPA SURF Funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify distribution or expenditure of the ARPA SURF Funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. SUBRECIPIENT shall immediately report all suspected or Imown instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ARPA SURF Funds under this Agreement. L. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use ARPA SLFRF Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbvine. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in Exhibit E, attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit E). N. Financial Interest. SUBRECIPIENT agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -malting process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. O. Labor Standards. The SUBRECIPIENT agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the .provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The SUBRECIPIENT agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The SUBRECIPIENT shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. P. Equal Employment Opportunities. SUBRECIPIENT shall make every effort to ensure that all projects fiinded wholly or in part by ARPA SURF Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (W/MBE). SUBRECBPIENT will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian - Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. Drug Free Workplace, SUBRECIPIENT agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit F attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. III. CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's audit of all ARPA SURF Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations: CITY shall monitor the performance of SUBRECBPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non- compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections that it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. IV. GENERAL PROVISIONS A, Non -Discrimination. 1. SUBRECIPIENT agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. 2. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. 5. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial 10 assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. B. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200,112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ARPA SLFRF Funds granted to the CITY, inclusive of the subject ARPA SLFRF Funds, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with ARPA SLFRF Funds, in accordance with 24 CFR 570.2000): 1. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2, SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, ARPA SLFRF Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the ARPA expenditure for rendering the services under said program. D. Prohibition of Nepotism, SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this 11 section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in- law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The tenn "administrative capacity" means having selection, hiring, supervisor or management responsibilities. E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Lisa Rudloff Executive Director Parks, Recreation and Community Services Agency 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Discovery Science Center of Orange County Debbie Loughran Vice President, Development 2500 N. Main St Santa Ana, CA 92705-6600 F. Assignability. None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. G. Indemnification/Hold Harmless. SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. H. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees, or subcontractors. 12 a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall beat least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1(any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 (if program services includes transportation of youth, the limit shall be no less than $5,000,000) per accident for bodily injury and property damage, (Not required if an automobile is not required to fulfill services.) 3. Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 5. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CO 20 37 forms if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. 13 Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it, 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured, Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. 6. Acceptability oflnsurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Vertfrcation of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 14 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of ARPA SURF Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 3. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of. (1) any payments made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the MY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(I) through I(6), inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. 15 J. Limitation of Funds, The United States of America may in the future place programmatic or fiscal limitations on the use of ARPA SLFRF Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ARPA program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of SUBRECIPIENT's authority to utilize funds, or may restrict SUBRECIPIENT's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ARPA SLFRF Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement, ement, This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ARPA SLFRF Funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to SUBRECIPIIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. L. Laws Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 16 0. Federal Award Identification Information. SUBUCIPIENT's pertinent Federal Award Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit C attached hereto and incorporated herein by this reference. P. Miscellaneous Provisions, 1. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner, (Signatures on followingpage) 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: i DAISY G MEZ Clerk of the Coun it APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney FOR APPROVAL: Parks, Recreation and Community Services Agency UH CITY OF SANTA ANA k 4--- KRISTINE RIDGE City Manager SUBRECIPIENT: /Ivwxc� DEBB LO Vice 'resid ,Development DUNS #: 127611940 EXHIBIT A SCOPE OF WORK 19 y4{ Exhibit A Discovery Cube Orange County Revised Scope of Work Discovery Cube Orange County (DCOC) gratefully thanks the Revive Santa Ana Youth Program for the generous one-year reimbursement grant of $90,028 for our program titled Fun with Colors and Futuros Radiantes: Providing a STEMEducation to Early Learners in Santa Ana. We look forward to implementing our project during the 12-month period of July 1, 2022, to June 30, 2023. The only change from the two-year to the one-year grant is that number of early learners we will reach will be reduced by half. With the one-year RFP grant, we expect to positively impact 510 to 660 early learners (0 to 5 years old) from 12 Santa Ana schools through Fun with Colors and 30 to 60 teachers and parents through Futuros Radiantes. The content of the program remains consistent with the Scope of Work presented in our original RFP application. Included with the Scope of Work is the Revised Budget, which delineates the budget for a one- year project. DCOC's program includes two services that provide underserved early learners in Santa Ana with their earliest STEM education to foster their lifelong interest in science and mathematics. The two programs we will implement are Fun with Colors and Futuros Radiantes, Fun with Colors is an ongoing early learner interactive science field trip program. This workshop includes a 45-minute workshop with a Demonstrator who reads a 20-minute book, Mouse Paint, by Ellen Stoll Walsh to the children. The book reading will be followed by a 25-minute interactive activity, whereby children create a color wheel using balls of dough. Field Trip scheduling staff will work directly with teachers to ensure the programming is scaffolding classroom work and objectives that align with NGSS. DCOC education staff is agile and can customize the field trip experience to meet the needs of each teacher at identified school sites. Therefore, all field trip content will be age and learning appropriate to accommodate preschool through 1st -grade students. The aim of Fun with Colors is to teach color theory to young children as a part of their earliest STEM education. A Demonstrator will explain that the concepts to be learned are a part of the Preschool Learning Foundations. The Demonstrator will then state that the demonstration will focus on the color wheel and mixing and introduces Mouse Paint. She will ask questions about the cover to encourage students to make observations and form predictions about the book. Questions include: What do you think this story is about? What can you see on the cover? How many colors do you see? What colors are they? Futuros Radiantes is DCOCs award -winning, successful, early learners program designed to teach economically disadvantaged, minority parents to read books geared toward STEM to their young children. The parents and teachers of young children for this workshop are typically English as a Second Language (ESL) learners. Futuros Radiantes is a six -week workshop in which participating parents and teachers receive one free science -based children's book per week. They will also receive supplies to bring science and math activities into the home. During the workshop, parents and teachers will learn to help their child become school -ready and develop complex language and reading skills in English and Spanish. Parents and teachers who complete the program receive free admission tickets for their families to visit Discovery Cube. The deliverables for Fun with Colors are that young children will learn to identify primary and secondary colors. They will learn that mixing two primary colors results in a secondary color. 20 DiscoveryCube Exhibit A ORANGE COUNTY Our vision is that this workshop will spark underserved children's life-long interest in science, applied learning, hypothesis -testing, and discovery. Fun with Colors meets the California Preschool Learning Foundations, which outline knowledge and skills that most children can achieve when provided with the kinds of interactions, instruction, and environments that promote early learning and development. The Fun with Colors field trip will foster knowledge and active participation. Students will learn about color theory during the book reading. Then they will actively apply what they learned by creating a color wheel with balls of dough with the guidance of the Demonstrator. The deliverables for Futuros Radiantes are parents and teachers will discover the benefits of reading STEM -based children's books to early learners. Participants will near that young children's interest in science and STEM can be fostered and perpetuated through early reading, As a result of Futuros Radiantes; parents and teachers will read more STEM books to early learners. In turn, the early learners will be more interested in reading and STEM subjects. Both Fun with Colors and Futuros Radiantes will spark early learners' first interest in STEM that we hope will turn into a lifelong interest in science subjects. Our programs will target STEM engagement among underserved early learners. Pre-K and kindergarten classrooms will be recruited from the Santa Ana Unified and Santa Ana early childhood development centers for the Fun with Colors field trip. To recruit our target population into Fun with Colors, DCOC's Director of Groups Sales and Partner Relations, Lianne Leiss, will reach out directly to Santa Ana schools to let them know about the availability of scholarships and programming. She will also let them know how programming will be dispensed from the Cube educational team to the school sites. Bus stipends will cover the expenses of school bus rides to and from the Cube. To recruit our target population for Futuros Radiantes, we will reach out directly to early childhood learning centers, and we will advertise on our website: https://www.discoverycube,org/orange-county/ Children from Santa Ana schools are predominately underserved and of Latinx descent. Underserved early learners are disproportionately denied a STEM education because of limited resources and the lack of teacher training in science and math subjects. The target population of Futuros Radiantes is underserved families throughout Santa Ana. Within the Santa Unified School District, California's sixth -largest district, there are 56,000 students. More than 90% are eligible for free or reduced -price lunch, 96% are Latinx, and 60% are English language learners (ELL). Futuros Radiantes encourages parents to read more to their young children to nurture early learners' interest in learning with books that keep them interested and motivated in STEM subjects. The innovation of our program is the delivery of STEM to early learners through Fun with Colors and Futuros Radiantes. A two-year research study showed that young children are capable of engaging in, at developmentally appropriate levels, the scientific practices that high school students carry out (McClure et al., 2017). Schools in the Santa Ana Unified School District are increasingly focused on providing STEM education to students (Santa Ana Unified School District, 2022). However, minority students often transfer or drop out of STEM classes (The Washington Post, 2022). In turn, individuals are minority descent are disproportionately underrepresented in STEM careers (Pew Research, 2022). 21 ^xORANOE COUNTY Exhibit A Fun with Colors gives early learners an enriched opportunity to visit the Cube to learn about color science with fun, age -appropriate reading, and interactive activities. Uunderserved students are typically denied the opportunity to attend school field trips. Furthermore, field trips are needed now more than ever for minority children, given that minority groups were the most adversely impacted by the COVID-19 pandemic. Schools are taking more virtual field trips as a result of the pandemic, Yet virtual field trips cannot effectively replace the enriching kind of real -world learning that in -person field trips offer. Young children need on -site; in -person field trips that foster their interest in STEM learning. Futures Radiantes parents and teachers to read more books geared toward STEM to their young children. Futuros Radiantes was recognized with a 2016 Superintendent's Award for Excellence in Museum Education. In May 2013, Discovery Cube was awarded the National Medal of Service by First Lady Michelle Obama, the highest honor conferred upon museums and libraries for its community impact and excellence in promoting environmental awareness and stewardship. Collectively, Fun with Colors and Futuros Radiantes is an innovative and comprehensive program geared toward providing underserved early learners with early STEM educational opportunities to spark their lifelong interest in science, mathematics, critical thinking, and discovery. Our vision is that one day, minority individuals will be well represented in STEM - based careers due, in part, to our efforts to intervene with early learners in Santa Ana. 22 FEE PAYMENT SCHEDULE 23 Exhibit B FISCAL YEAR 2022-2023 PROPOSED PROGRAM BUDGET - Organization Name Discovery Cube Orange County (DCOC) Program Name Fun with Colors and Futuros Radiantes: Providing a STEM Education to Early Learners in Santa A Term: July 1, 2022 to June 30, 2023 EXPENDITURES Enter budget categories and projected expenditures: Category Expenditures Funded By Santa Ana REVIVE Funds Expenditures Funded By Other Sources Program Budget Total Organization Budget Administrative Staff Salaries 6,232,50 6,232.50 6,232.50 Program Staff Salaries 40,662.70 40,662.70 40,662.70 Contractual Services 1,080.00 1,080.00 1,080.00 Other- 3,600.00 3,600.00 3,600.00 12,600.00 12,600.00 12,600.00 4,250.00 4,250.00 4,250.00 5,400.00 5,400.00 5,400.00 7,200.00 7,200.00 7,200.00 9,002.80 9,002.80 9,002.80 TOTAL 1 $90,028.001 $0.001 $90,028,001 $90,028.00 PROGRAM RESOURCES LIST ALL OTHER PROGRAM RESOURCES FOR 2022-2023 Funding Source Total FiTIF Attachment 1(a) iotai ustea aoove. AMOUNT 24 Exhibit B INSTRUCTIONS FOR COMPLETING BUDGET 1 COMPLETE ATTACH EMENT 1(b) TAB - Date will filter Into the Program Budget 2 ENTER INFORMATION INTO YELLOW CELLS P41 Exhibit B Position Ttle Annual Sala &Benefits REVIVE Funds OoeculHon Afnualsalary and benefits for schedulers who will mhedula Pm-K, Ruthenian., and first Bred. stood, In Santa Ana for Fun with Calera find trips FunwRh ColoNXhemohns, $472.50 $472.SD at the Cube Annual salary and benefits forssheduler, who will sohedule parents and teachers tar Futures Futums Radlrotes5dledulers $660.00 $660.00 Redlantea G-weekworYsha Sdfilnecosis for held ldp eduutlonal opemllons stalfin Costs $s 100. $5,10DO0 and aervkes PROGRAM STAFF P.lMm Title Anma15.1S & Benefits REVIVE Funds Description Annual salary and Wants for Fun with colors pre - Science EduumrsPre-FT $2,473,00 $2,473.0011eldU uleno eduat.. Annual salary and benefits for Fun with Colors field Science Educators FF 11390.p0 $SL340.00 Irl soleno edumtors Annual salary and benefits for Fun with Colors posh Science Edumtors$ost FT 2250.70 - $2,250,70 Held trip sden[e eduntors Annual salary and Wants for Futers Badlantes Futures Radiative lnstmeb r $7099.00 $7099.00 workshop Instructor Educational pre and post Fun with Colors field trip 3talRn Cosa forVitleo EdIth,glanativ. Team Pro. $8,750.00 $8,750.00 video for Pm.K and K Educetlonal to and post fun with Colors field trip Staffing Carts for Video Editing/Com1w. Team First Or $8,750.00 $8,75000 videasfmfirt rode OTHER LINE ITEMS Line lmm Po rem Amount I REVIVE Funds Oaaalllan Post Field TM Supplies $3,60DOO Pat Fun with Caters Geld tip supplies, Includes malsfa sass Bus Stl ends K and 1.1 Grad. $12600.00 $1E fi0000 Bus stipend to cover the costs 0f travel to and from Vie Cube to attend Me Fun with Colors field M Fun with Colme Field Trip Su ppiles 4250.00 $4 250.00 Early learners Fun with Colors fluid trip supplies, led WAR books, dough, and other wheel Futures Rod(. me, Samena, SS,400.00 $5,40000 Supplies for Future Badlantes wOrWha Future. Badlantes Books $7200.40 $J 200,00 ,IV Earl leamer books for rears and<eaohem Invited Cost A03.80 NIG cost 30%of Front Atted aunt l(b) Exhibit B MEIN THE YELLOW BOXES- Inlormatlon Will filter to Atlachment Ila) MA EXHIBIT C FEDERAL AWARD IDENTIFICATION INFORMATION The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide ARPA programs identified in this attachment. I. GOVERNANCE II. The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of ARPA. Where local policy has not been set, the CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate. A. Additional state and federal agencies that provide funding to the CITY may be incorporated herein. B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the ARPA SURF Funds. C. Actions, directives, and policy and procedures issued by the CITY. D. CITY policies, as applicable. III. CONTRACTOR/SUBRECIPIENT DETERMINATION: In accordance with the requirements of 2 CFR 200.330 (Subrecipient and Contractor determination) and for the purpose of this CONTRACT, SUBRECIPIENT is determined to be a CONTRACTOR. W IV. FEDERAL AWARD IDENTIFICATION " FAIN+\F ORIVIATfOT sIs A. CONTRACTOR Name: DISCOVERY SCIENCE CENTER OF ORANGE COUNTY CONTRACTOR'S Unique B. Identifier (D-U-N-S): 127611940 Federal Award C. Identification Number SLFRP1059 (FAIN): D. Federal Award Date: 5/19/2021 Subaward Period of E. 7/1/2022-6/30/2023 Performance: Total Amount of Federal F. Funds Obligated by the $90,028 Action: Total Amount of Federal G. Funds Obligated to the $90,028 CONTRACTOR: H. Total Amount of the $64,180,406.50 Federal Award: Federal Award Project American Rescue Plan Act (ARPA) I Description: J. Federal Awarding Agency: U.S. Department of the Treasury K. Name of PTE: City of Santa Ana Contact Information for the L. Kristine Ridge, City Manager Awarding Official: Phone Number: (714) 647-5200 E-mail Address: krid a a,santa-ana.org M. CFDA Number: 21.027 CFDA Name: Coronavirus State and Local Fiscal Recovery Funds N. Whether Award is R&D: No Indirect Cost Rate for the O Federal Award: de minimus or federally negotiated rate Q1 EXHIBIT D Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98,510, Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 1916049211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Date 2�(ZZ 30 INSTRUCTIONS FOR CERTIFICATION 1. 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. 7. 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. ' 31 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. 32 EXHIBIT E Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best 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, continuation, 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 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 Standard Form-LLL, 'Disclosure Form to Report Lobbying," in accordance with its instructions, (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure, Grantee/Contactor Name of Certifying Program 33 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 of 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. 34 EXHIBIT F DRUG -FREE WORKPLACE Certification Regardins Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act, CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S, Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; 35 (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee 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; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f), B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Date 36 PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Date: �7 e<i I a on, The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): 'Oi5'p"!4 ge'yyD 01 g/lGu`rl cal-. ()A- 6jZ705 37 Digitally signet CERTIFICATE OF LIABILITY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR AL RR �TiI QVEpq BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRAC ry j! REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMYURI AN I: h the certificate homer is an ADDITIONAL INSURED, th, If SUBROGATION IS WAIVED, subject to the terms and conditions of this certificate does not confer rights to the certificate holder in lieu of PRODUCER Gaspar Insurance Services, Inc. 23161 Ventura Blvd, Suite 100 Woodland Hills CA 91364 INSURED DISC( Discovery Science Center Of Orange County dba Discovery Cube Orange County 2500 N Main Street Santa Ana CA 92705 must have ADDITIONAL INSURED certain policies may require an am by rVcgtemmonrrY) 7 3/1/2022 k�p7 IA ER. THIS SBi i7 D i/_.r/.AA ^ 11/ 1 5v1tI6h; er'b2 eNlirs'dd: Bement. A statement on COVERAGES CERTIFICATE NUMBER- 1g4146RR54 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPE OF INSURANCE ADDL BURR POLICYNUMBER POUCYEFF MMIDIVYYYY POLICY EXP MM/DDIYYYYI LIMITS A X COMMERCIALGENERALLIABILDY CLAIMS -MADE I OCCUR V Y PHPK2292290 7/1/2021 7/112072 EACH OCCURRENCE $1110091000 DAMA RENT PREMISES Es occa ence $100,000 MED EXP(Any one person) $5,000 PERSONAL S ADV INJURY $1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PEA lxl LOG GENERALAGGREGATE $Z0119,6110 elMolesta A AIITOMOBILELV1aILnY ANY AUTO Y Y pHPK2292290 7/1/2021 7/1}2e22 iSINGLE LIMIT JURY(Per person)OWNED SCHEDULED AUTOS ONLY AUTOS #PRODUCTS-COMPMPAGG-COMPMPAGGM$2.000,OOOOTHER: JURY(Per accident)HIRED X NON-0WNED AUTOS ONLY AUTOS ONLY DAMAGE nl A X UMBRELLALIAB [I OCCUR Y Y PHUB773900 7/1/2021 7/1/2022 EACH OCCURRENCE $5,000;000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DIED I X I RETENTION$ 1 n nnn $ I I B 'WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNEWEXECUTIVE [fl OFFICER/MEMBEREXCLUDEDI NIA UB$P50799A 4/1/2021 411/2022 X STATUTE EERH E.L. EACH ACCIDENT $1,000,000 E.L DISEASE -EA EMPLOYEE $1.000,000 (Mandatory in NH) If yas, describe under E.L. DISEASE -POLICY LIMIT $1.000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks schedule, may be attached if more space is required) This policy includes a Blanket Additional Insured Endorsement— the certificate holder is an additional insured if required by written contract. Please refer to the attached endorsement. *10 days notice for non payment of premium. The policy shall not be cancelled or reduced in coverage or changed in any other material aspect without (30) days prior written notice except 10 days for non-payment of premium. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN State Coastal Conservancy ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Linda Tong 1515 Clay St. 10th Floor AUTHORREDREPRESENTATNE Oakland CA 94612 ��,d,s:,�e Putt, rlkgawltDMe. ,,_:'i �� REVIEvrED6APPROV®eY: ©1988-2015 ACORD $ ? A+ jd Aa v44 ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD —�� Risk Management Specialist PHPK2292290 PI-GLD-MK (03/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY GENERAL LIABILITY DELUXE ENDORSEMENT: CULTURAL INSTITUTIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Premises Rented to You $1,000,000 2 Personal and Advertising Injury — Televised or Videotaped Publication Included 3 Medical Payments $20,000 4 Medical Payments — Extended Reporting Period 3 years 4 Athletic Activities Amended 4 Supplementary Payments — Bail Bonds $5,000 4 Supplementary Payment — Loss of Earnings $1,000 per day 4 Employee Indemnification Defense Coverage $25,000 5 Additional Insured — Managers and Supervisors (with Fellow Employee Cover e Included 5 Additional Insured —Broadened Named Insured Included 5 Additional Insured —Funding Source Included 5 Additional Insured — Managers, Landlords, or Lessors of Premises Included 5 Additional Insured — Lessor of Leased Equipment Included 5 Additional Insured —Vendor Included 6 Additional Insured —As Required by Contract Included 7 Additional Insured — State or Political Subdivisions Included 7 General Aggregate Per Location Included 7 Duties in the Event of Occurrence, Claim or Suit Included 7 Unintentional Failure to Disclose Hazards Included 8 Transfer of Rights of Recovery Against Others To Us Clarification 8 Liberalization Included 6 Bodily Injury — includes Mental Anguish Included 8 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 8 Page 1 of 9 includes copyrighted material of Insurance Services Office, Inc, with pei © 2012 Philadelphia Indemnity Insurance Company Risk Managem dDmsbn a. RwEvw &APPROVEDSr A-p Acea44 Risk Management Specialist PHPK2292290 PI-GLD-MK (03/12) A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to 'bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Non -Owned Watercraft SECTION I— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. C. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V — DEFINITIONS, Paragraph 9.a., is deleted in Its entirety and replaced by the following. Page 2 of 9 Includes copyrighted material of Insurance Services Office, Inc., with pei © 2012 Philadelphia Indemnity Insurance Company ItAmwagenlwdDlWlan _ riEVlelVEB --p AaN44 A.� Acwr�to Risk Management Sped Aist 01 PHPK2292290 PI-GLD-MK (03/12) A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract; 2. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1)(a)(ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. D. Personal and Advertising Injury — Televised or Videotaped Publication 1. SECTION I— COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, Subsection 2. Exclusions, Paragraphs b. and c. are deleted in their entirety and replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written, televised, or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written, televised, or videotaped publication of material whose first publication took place before the beginning of the policy period. 2. SECTION V — DEFINITIONS, Paragraph 14. Is deleted in its entirely and replaced by the following. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; w�ktonj.�n ' Rameu &A mov®6r ® Risk Management SpeaAist of Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with pei © 2012 Philadelphia Indemnity Insurance Company PHPK2292290 PI-GLD-MK (03/12) d. Oral, written, televised, or videotaped publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised, or videotaped publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement" or g. Infringing upon another's copyright, trade dress, slogan, title, or slogan in your ..advertisement." E. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III — LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I— COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. F. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirely and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. G. Supplementary Payments SECTION I— COVERAGES, SUPPLEMENTARY PAYMENTS— COVERAGE A AND Bare amended as follows. 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with pei © 2012 Philadelphia Indemnity Insurance Company RiskMainemadMvlelon REviEwm&APPRova]BY ' A- fe Aa*44 �' Risk Management Specialist PHPK2292290 PI-GLD-MK (03/12) H. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS— COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits" 1. Additional Insureds SECTION II —WHO IS AN INSURED is amended as follows: Each of the following is also an insured: 1. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co -"employee" while in the course of his or her employment by your or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as R applies to managers of a limited liability company. 2. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. 3. Funding Source —Any person or organization with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 4. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: S. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Lessor of Leased Equipment —Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with © 2012 Philadelphia Indemnity Insurance Company pet 1+Jak Mmuganent DNhIon a=9 ,o�.;�Rn\. ReeeXM&APPRw®ar A+ Auv�do 91M= . - Risk Managemen[SpetlAist PHPK2292290 PI-GILD-MK (03/12) organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 6. Vendors —Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. The insurance afforded the vendor does not apply to (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made Intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (6) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to. (a) The exceptions contained in Sub -paragraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. Page 6 of 9 �, - o Rkk Includes copyrighted material of Insurance Services Office, Inc., with pei k Remo&Mvaov®er. © 2012 Philadelphia Indemnity Insurance Company A4ju Auvuto Risk Management spectAut of Agw�wm PHPK2292290 PI-GLD-MK (03/12) As Required by Contract —Any person or organization where required by a written contract executed prior to the occurrence of a loss, Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured, The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations 8. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. b. This insurance does not apply to: (1) 'Bodily injury," 'property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) 'Bodily injury" or "property damage" included within the "products -completed operations hazard." J. General Aggregate Per Location SECTION III — LIMITS OF INSURANCE, Paragraph 2. Is amended to include the following additional provision: The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. K. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2, is amended as follows: Item a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual, (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. Item b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership, or Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with pei © 2012 Philadelphia Indemnity Insurance Company .r .� 1tlek MmuganadDlvtabn REmEWEo & APPROVED BY: ®' Risk Management Specialist PHPK2292290 PI-GLD-MK (03/12) (3) An executive officer or insurance manager, if you are a corporation. L. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. M. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. N. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. O. Bodily Injury — Mental Anguish SECTION V— DEFINITIONS, Paragraph 3. is deleted in its entirety and replaced by the following: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. P. Personal and Advertising Injury — Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V — DEFINITIONS, Paragraph 14. is amended to include the folim Page 8 of 9 ,,y=i•", RkkMwagemartDtwemn Includes copyrighted material of Insurance Services Office, Inc., with pet y REVIEWED&APPRav®By: © 2012 Philadelphia Indemnity Insurance Company tl.. ' e'' Alu Aav44 --90WIF' Risk Management specialist PHPK2292290 PI-GLD-MK (03/12) Discrimination based on race, color, religion, sex, age or national origin, except when; a. Done intentionally by or at the direction of, or with the knowledge or consent of. (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; o. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 9 of 9 kt RJJeleMarrgenadDMdon Includes copyrighted material of Insurance Services Office, Inc., with pet o a REV1EWED&APPRDV®3r. 02012 Philadelphia Indemnity Insurance Company ® AfeAav44 0 Risk Management Specialist y of PHPK2292290 PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 07/01/2018 Name or Person or Organization (Additional Insured): Blanket where required by written contract. SECTION II —WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 RhikT4iugemadDiMislon Includes copyrighted material of Insurance Services Office, Inc., with its p ReneWED6/NPRavm BY: A-f, Aeeaede ® Risk Management Specialist