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HomeMy WebLinkAboutFEEDBACK FOUNDATION 2AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Sr. Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions. ----------------------------------------------------------------- The agreement with A-e{'d/e— , No.;O — v-1" 2 was completed on 71 i ml_e - N 19 (3D�� , and final payment has been made. Department: Signature: Date: City of Santa Ana Revised 8-7-03 Clerk of the Council INSURANCt ON ME WORK MAY PROCEED UNTIL INSURANCE_ EXPIRES -1— l —L5 CLERK OF COUNCIL AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DATE: lo -14 -Ay{ FEEDBACK FOUNDATION, INC. FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS A-2004-087-18 8/04 (�a, tiles) This Agreement, is hereby made and entered into this 3rd day of May, 2004, by and ( between the City of Santa Ana, a charter city and municipal corporation of the State of California ("CITY") and Feedback Foundation, hic., a California nonprofit corporation ("SUBRECIPIENT"). WITNESSETH Recitals: A. The CITY, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Program, desires to enter this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ("CDBG REGS"); and B. CITY has applied for and received CDBG funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended ("ACT"); and C. The SUBRECIPIENT is a private nonprofit agency that has been selected by the CITY to receive CDBG funds and administer such financial assistance; and to provide the services described in "Exhibit A," in accordance with the schedule of performance included therein, hereinafter referred to as "said program". SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives (24 CFR Part 570.208). D. The CITY and SUBRECIPIENT have duly executed this Agreement for the expenditure of such funds; and 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: L SUBRECIPIENT'S OBLIGATIONS A. Non -Profit Status - Representations and Warranties. (a) Authority. SUBRECIPIENT is a duly organized and existing non-profit corporation in good standing and authorized to do business under the laws of the State of California. 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 8/04 this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (b) Experience. SUBRECIPIENT is a qualified provider of the services to be provided hereunder. (c) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (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. (d) 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. (e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (f) 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. (g) Application Veracity. All provisions of and information provided in SUBRECIPIENT'S application for funding submitted to CITY including any exhibits are true and correct in all material respects. (h) No Pending Investigation. SUBRECIPIENT is not aware 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, that would relate to affect performance of the Agreement or provision of services hereunder. B. Amount of Grant and Quarterly Disbursement. The amount granted to SUBRECIPIENT is $ 35,000 ("CDBG FUNDS"), and such funds shall be expended by SUBRECIPIENT on or before June 30, 2005. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis (October, January, April and July) subject to and upon receipt and approval of a complete quarterly activity report from SUBRECIPIENT, with the final payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applicable funding year, 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. C. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as 8/04 required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT hereunder. D. Allowable Costs. SUBRECIPIENT agrees to complete said program on or before June 30, 2005 and to use said funds to pay for necessary and reasonable costs allowable under the federal law and regulations to operate said program. Said amounts shall include, but not be limited to, wages, administrative costs, and employee benefits comparable to other similarly situated employees. Other allowable program costs are detailed in the Budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Agreement. E. Licensine. 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. F. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should 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. G. 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 OMB Circular A-110 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be able to account for receipt, obligation and expenditure of CDBG FUNDS pursuant to applicable OMB Circular A-110 requirements. H. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT receives Three Hundred Thousand Dollars ($300,000.00) 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 3 8/04 and Budget. SUBRECIPIENT shall provide CITY with a copy of said audit by October I of the year following the program year in which this Agreement is executed. 1. Record Keeping/Reporting. SUBRECIPIENT shall keep and maintain complete and adequate records and reports to assist CITY in meeting and maintaining its record keeping responsibilities under the CDBG BEGS, including the following: (1) Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUBRECIPIENT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification. d. Documentation of all CDBG FUNDS received from CITY. e. Documentation of expenses as identified in the Budget Proposal, including evidence of incurring the expense, invoices for goods or services, copies of any and all contracts or documentation pertaining to costs for subcontractors, plus all other invoices for which CDBG FUNDS were expended, and any payments therefor. f Any such other related records as CITY shall reasonably require or as required to be maintained pursuant to the CDBG REGS. (2) Reports (i) Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECIPIENT shall submit both: an original invoice and true copies of invoices, receipts, agreements, copies of any and all contracts or documentation pertaining to costs for subcontractors or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. (ii) Quarterly Activity Report: SUBRECIPIENT agrees to keep monthly records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIENT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, the number 19 8/04 of female heads of households assisted, new program information and year-to- date program statistics on expenditures, caseload and activities. J. Access to Records. CITY and the United State Government and/or their representatives shall have access for purposes of monitoring, auditing, and examining SUBRECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and/or their representatives shall also schedule on-site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder is conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/Required Length of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the CDBG 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 after completion of an audit in conformity with the CDBG REGS's. 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, SUBRECIVENT 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. L. Comnliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to the ACT as amended and that expenditures of these funds shall be in accordance with the ACT 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. 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 whether or not referred to in this Agreement. M. Standing. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. N. 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 and or HUD or its representatives, all records requested, 8/04 including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. O. 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 agency of CITY. P. 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 CDBG 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 expenditure of the CDBG funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained/spent under fraudulent circumstances. Q. Equipment. SUBRECIPIENT agrees to maintain a record for each item of non - expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non -expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts. S. Lobbyin¢. 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 C," 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 (see C-1). T. Financial Interest. SUBRECIPIENT agrees that except for the use of CDBG funds Cl 8/04 to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to CDBG activities assisted under the terms of this Agreement, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity of SUBRECIPIENT, 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 agencies, or the SUBRECIPIENT. U. Davis -Bacon Act. All laborers and mechanics employed by contractors or subcontractors in the performance of construction work, including alterations and repairs, in excess of $2,000.00, financed in whole or in part with federal funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U.S.C. sections 276a - 276a-5. Any such construction contract shall include and comply with the required contract provisions and rules set forth in 29 C.F.R. §5.5. Further, the payroll reports (along with the "Statement of Compliance") and basic records are required to be maintained and submitted, or made available, pursuant to 29 C.F.R. §5.5(a)(3). No payment, advance, grant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a certification by the contractor that the contractor and its subcontractors have complied with the provisions of 29 C.F.R. §5.5. A breach of the contract clauses in 29 C.F.R. §5.5 may be grounds for termination of the contract, and for debarment as a contractor/subcontractor, as provided in 29 C.F.R. §5.12. Labor standards interviews/investigations shall be made as necessary to assure compliance [29 C.F.R. §5.6(a)(3)]. V. Drug Free Workplace. SUBRECIPIENT certifies that it has established the following drug-free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. 2. As an employee working in conjunction with a federally funded program, the employees of SUBRECIPIENT will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of SUBRECIPIENT and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 3. The CITY and the United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4. Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. 8/04 Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. II. CITY'S OBLIGATIONS A. Payment of Funds. Upon execution of this Agreement by SUBRECIPIENT, CITY shall pay to SUBRECIPIENT from CDBG funds, when, if and to the extent received from HUD, for CITY's Fiscal Year CDBG program year amounts expended by SUBRECIPIENT in carrying out said program for fiscal year 2004-2005 pursuant to this Agreement up to a maximum aggregate payment of Thirty Five Thousand Dollars ($ 35,000) in installments determined by CITY. Payments shall be made to SUBRECIPIENT through the submission of invoices on a quarterly basis (October, January, April and July) in a form prescribed by CITY, detailing such expenses. CITY shall pay such invoices within thirty (30) days after receipt thereof provided CITY is satisfied that such expenses have been incurred and documented within the scope and provisions of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. B. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's annual audit of all CDBG FUNDS in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. Common Rule: Pursuant to CFR 85.40(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. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each applicable project. E. Performance Monitoring: CITY shall monitor the performance of the SUBRECIPIENT against goals and performance standards required herein. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the SUBRECIPIENT within a reasonable period of time after being notified by the CITY, contract suspension or termination procedures will be initiated. 8/04 III. NONDISCRIMINATION SUBRECIPIENT agrees that no person on the ground of race, age, color, national origin, religion or sex will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with CDBG funds. IV. CONFLICT OF INTEREST Pursuant to the conflict of interest requirements set forth in 24 CFR 576.57 and OMB Circulars 1-102 and A-110, SUBRECIPIENT agrees that no officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG 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. V. 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 CDBG funds, in accordance with 24 CFR 570.2000): A. 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. B. 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. C. 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. D. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor 9 8/04 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 CDBG expenditure for rendering the services under said program. VI. 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 section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in- law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VII. 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 Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 WMI/1 II6117IR111 VIII. ASSIGNABILITY Feedback Foundation 1200 N. Knollwood Cir. Anaheim, CA 92801 None of the duties of, or work to be performed by, SU13RECIPIENT 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. IX. 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 Est 8/04 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. X. INSURANCE A. In accordance with the provisions of Section 3300 of the Labor Code, if SUBRECIPIENT has any employees it is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing performance of this Agreement, SUBRECIPIENT agrees to obtain and maintain employer's liability insurance with limits not less than $1,000,000 per accident. If SUBRECIPIENT has no employees, nor workers' compensation coverage, it must execute a Declaration available from the CITY, and update as is necessary. B. SUBRECIPIENT shall undertake self-insurance, or shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. SUBRECIPIENT shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (b) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT shall transfer to CITY any CDBG funds on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of CDBG funds. [24 CFR 570.503(b)(8).] B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: 11 8/04 1. Used, where CITY has given written approval, to meet one of the national objectives stated in 24 CFR 570.208 until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by CITY; or 2. If not used in accordance with subparagraph A above, SUBRECIPIENT shall pay to CITY an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of non-CDBG funds for acquisition of, or improvement to, the property. Such payment is program income to CITY. C. Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 1. Items of equipment with a current per unit fair market value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CITY. 2. Items of equipment with a current fair market per unit value of $5,000.00 or more may be retained or sold and CITY shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by CITY's share of federal funds used to acquire the equipment, in accordance with 24 CFR 85.32(e)(2). D. SUBRECII'IENT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS." and in paragraph "XII. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. XII. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either 12 8/04 party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. 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 Community Development Block Grant Funds. hi 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. C. Pursuant to 24 CFR 85.43, 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. D. The grant of funds under this Agreement may be terminated for convenience in accordance with 24 CFR 85.44. E. 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 Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII.E., 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 paragraph "XI. REVERSION OF ASSETS" of this Agreement. XIII. LIMITATION OF FUNDS The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this 13 8/04 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, financial soundness, 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 HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. 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. XVI. VALIDITY 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. XVII. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 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. b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 14 8/04 c. 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. 15 8/04 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. DATED: ATTEST: i PATRICIA E. HEALY Clerk of the Council DATE: 16 CITY OF SANTA ANA DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: LISA E. STORCK Assistant City Attorney 49I II P 1 m ie: Ret Wixted Executive Director ID: 95-2771715 CITY OF SANA ANA COMMUNITY DEVELOPMENT BLOCK GRANT Scope of Work Annual Accomplishment Goal I. Total number of clients anticipated to be served during the 12 -month contract period= 1 ,164 PERSONS II. Total number of unduplicated Santa Ana residents to be served with grant funds during the 12 -month contract period = 1,100 PERSONS III. Description of Work - in space below, describe the program to be funded during the 12 - month contract period including, services to be provided, program goals, client characteristics, & how grant funds will be utilized. Feedback Foundation seeks to provide nutritional meals at community sites and in homes. These two programs seek to alleviate poor nutrition among the elderly, especially prevalent among those who live on a very low income. Escalating rents, medical care costs and day -today expenses quickly erode the already limited incomes. In addition to the meals, social isolation and the need for services is addressed, all of which ultimately supports independence. Feedback's Program goals will be to enhance the physical and mental well being of the elderly population, help to prevent institutionalization or premature dependency on others allowing older adults to return to his/her home following an acute or debilitating illness, monitor client' health and functioning which facilitates immediate awareness of problems and ability to quickly assist persons in accessing appropriate community services, provide nutrition education services, provide meals on a donation basis, which helps to extend financial resources to meet other critical needs. Congregate meals provide a nutritious meal around which socialization and recreation happen naturally, home delivered meals provide a nutritious meal and respite to burdened family caregivers that are often ill themselves. Client Characteristics will be any person 60 years and above. Home delivered meals clients must also be unable or have significant difficulty securing meals and appropriate nutrition for themselves. Priority for home delivered meals will be given to low income, minority and assessment of immediate need. The grant funds will be utilized to provide part of cost of the raw food for the meals we serve daily. Schedule ofPerformance Estimate the number of unduplicated Santa Ana residents to be served during the 12 -month contract period per quarter: Quarter 1: July 1 — September 30 291 Persons Quarter 2: October 1 — December 31 291 Persons Quarter 3: January I — March 31 291 Persons Quarter 4: April 1— June 30 291 Pons Total 1,164 Pons Invoicing Schedule Estimate the amount of grant funds to be requested during the 12 -month contract period on a quarterly basis: Quarter 1: July 1 — September 30 $ 8,750 Quarter 2: October 1 — December 31 $ 8,750 Quarter 3: January 1 — March 31 $ 8,750 Quarter 4: April 1 — June 30 $ 8,750 Total $ 35,000 EXHIBIT A CITY OF SANTA ANA COMMUNITY DEVELOPMENT BLOCK GR4NT FINAL PROGRAM BUDGET Organization Name: Feedback Foundation, Inc. Program Name: Congregate and HOME Delivered Meals Program Year: 2004 - 2005 FXPFNnITI IRFC CATEGORY SANTA ANA CDBG OTHER TOTAL PROGRAM USDA GRANT RESOURCES BUDGET Administrative Staff 203,000 In Klnd, Match & Non Match 272,303 Salaries & Benefits $ 0 $ 234,621 $ 234,621 Program Staff Salaries & Benefits 0 1,247,682 1,247,682 Office Supplies 0 80,000 80,000 RentlLease 0 210,000 210,000 Communications 0 17,000 17,000 Utilities 0 75,000 75,000 Contractual/Professional Services PleaseSpecify)0 34,000 34,000 Insurance 0 50,000 50,000 Other (Please Specify) 1. RAw Food 35,000 1,080,000 1,115,000 2. Program Supplies 0 240,000 240,000 All Others 182,000 182,500 TOTAL $ J5.000 is 3,450,803 85,803 OTHER PROGRAM RESOURCES ACTUAL FUNDING SOURCE AMOUNT Federal Title III Funds $1,750,000 USDA 465,000 Project Income/Senior Donations 795 000 Other DOnations / City FUnding 203,000 In Klnd, Match & Non Match 272,303 TOTAL $3,485,803 EXHIBIT B 8/04 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 suer failure. ,, Name of Certifying Officer Signature Date EXHBIT C Page 1 of 2 17 8/04 SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. EXHIBIT C Page 2 of 2 M c T �O.3D CERTIFICATE OFBLIABILITY INSURANCEa/14>zo0,IIV,IVI,V VI4 T) PRODUCER mal# 100143 MAGUIRE INSURANCE AGENCY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR LIC#0377645 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 27101 PUERTA REAL. STE 200 MISSION VIEJO, CA 92691 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: PHILADELPHIA INDEMNITY INSURANCE INSURER D: FEEDBACK FOUNDATION. INC I INSURER Cl 1200 N KNOLLW000 CIRCLE NSURER D: ANAHEIM, CA 92801 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEO 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 SY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. dBR Aar! TYPE P INSURANCE POLICY NUMBER POLICY EFFELTNE DATE MMID POLICY QPIMTION b LIMITS DENERAL LIABILITY EACH OCCURRENCE S 1,000,000 DAMAGE TO REa ED s 1DO ODD MED EXP n. Bram) S 5,000 A MERCIAL GENERAL LIABILITY CLAIMS MADE IE OCCUR PERSONALAAD'INJURY 3 1,000,000 T.10R,10'FESSIONAL LIABILITY PHPK083921 07/01/2004 07/01/2005 0,000 AGGREGATE GENERALAGOREGATE s 2,000,000 GEN'. AGGREGATE LIMIT APPLIES PER PRODUCT$-COMPIOPAGG $ 2000,000 POLICY LOC A AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (EBB mtd = 1,000,000 BODILY WURY X ALL OWNED AUTOS SCHEDULED AUTOS PHPK083921 07/01/2004 07/01/2005 BODILY INJURY (Pn BcddmI) $ X X HIRED AUTOS NON OWNED AUTOS PROPERryMAGE s (Per Beew. GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN RA ACC S ANY AUTO AUTO ONLY: AOG S " A LIABILITY OCCUR DCIAIMSMADE EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 3 NRSSAIMRREULA PHUB031529 07/01/2004 07/01/2005 s DEDUCTIBLE S RETENTION S WORKERS COMPENSATION AND EMPLOYERS, map ITY pp T�RY� TU ER EL EACH ACCIDENT s ANY PROPRIETOPPARTNEReXECUTNE OFFICEPMEMBER EXCLUDED? tt yyooxx 1g crlbe order SPELUIL PROVISIONS bel. EL DISEASE - EA EMPLOYEE $ EL DISEASE• POLICY LIMIT $ OTHER BUILDING;$1,297,100 PROPERTY PHPK083921 07/01/2004 07/01/2005 EMPLOYEE DISHONESTY; $100,000 __jCRIME THEFT INIOUT: $1,000 f)MFUFTION OF OPE"IIONSIIOCATIONENE111CLE3IE%CLLMONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS RESPECTS TO GRANTS. FORM PI -NP -003 APPLIES (ATTACHED) CANCELLATION EXCEPTION: 10 DAY NOTICE FOR NON-PAYMENT OF PREMIUM CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF SANTA ANA DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN COMMUNITY DEVELOPMENT AGENCY M•25 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO 00 $0 SHALL P.O. BOX 1988 IMPOSE NO OBLIGATION OR LM91LITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR SANTA ANA, CA 92702 REPRESENTATIVES, ATTN: CARLA THOMPKINS AUTHORMZEDREPRESENTATNE / — '`" "".' ® ACORD CORPORATION 1998 PI -NP -003 (9/03) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are 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. Throughout this endorsement the words "you" and "your"refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A, Medical Payments - Limit increased to $15, 000; B. Supplementary Payments - Bail bonds increased to $2,500/Loss of earnings increased to $500 each day; C. Tenant's Legal Liability - for Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers - Limit increased to $300, 000; D. Broadened Definition of Who is An Insured; E. Amended Duties In The Event Of Occurrence, Claim Or Suit; F Broadened definition of Advertising Injury - includes Televised Or Videotaped Publication; G. Amended definition of Bodily Injury to include Mental Anguish,- H. nguish;H. Broadened definition of Personal Injury - includes Abuse of Process/drscrimination; i. Amended Unintentional Failure To Disclose Hazards; J_ Amended Liberalization Clause K Added Employee Indemnification Defense Coverage — We will pay up to $25,000 in defense costs for an "employee" in a criminal proceeding (subject to established criteria) ; L. Property Damage"- Removed exclusion for Property damage" resulting from the use of reasonable force to protect persons or property, M. Added blanket Additional Insured -Funding Source,- N. ource, N. Added blanket Additional Insured -Managers or Lessors of Premises; ✓lV� G Z`% O. Non -owned Watercraft - coverage length is increased to 58 ft.; / PI -NP -003 (9/03) PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 1 of 5 Includes copyright material of the Insurance Servicea Office. Inc. used with its permission. PI -NP -003 (9/03) A. Medical Payments If Medical Payments Coverage (Coverage C.) is not otherwise excluded from this Coverage Part: 1- The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section III) to the greater of: a. 515,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. The requirement in the Insuring Agreement of Coverage C., that expenses must be incurred and reported to us within "one year" of the accident date is changed to " three years." 3. Exclusion a, of Coverage C. at your option, does not apply to your volunteer workers or any person or organization under your direct supervision and control. B. Supplementary Payments In the Supplementary Payments - Coverages A. and B. provision: 1f The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. C. Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers 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: 1. The Limits Of Insurance section of the Declarations as the Fire Damage Limit. That limit: a. Is changed subject to all the terms of Limit Of Insurance (Section III) to the greater of: (1.) $300,000; or (2.) The amount shown in the declarations as the Fire Damage Limit. b. Subject to a. above is the most we will pay to 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. 2. The last paragraph of Coverage A. (Section[) after the Exclusions; 3. Paragraph 6. of Limits of Insurance (Section ill); 4. Paragraph b.(1)(b) of the Other Insurance Condition (Section IV); and 5. Paragraph a. of the definition of "insured contract' D. Who is An Insured Who Is An Insured (Section II) is changed as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part. paragraph 4.a is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. At the first Named Insured's option, your volunteer workers; and b. Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. c. At the first Named insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. However, the insurance afforded by b. above is excess over any other insurance covering any person or organization under your direct control or supervision. d. If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds. but only with respect to their duties as your managers and supervisors. e. Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, the insurance afforded by e. above, for any organization and subsidiary thereof not named in the Declarations as a Named Insured, does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy, or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. PI -NP -003 (9/03) PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 2 of 5 Includes copyright material of the Insurance services offce, Inc_ used wlth its permission. PI -NP -003 (9/03) E. Duties In The Event Of Occurrence, Claim Or Suit I- The requirement in condition 2.a. (Conditions, Section IV) that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: (a) You, if you are an individual; (b) A partner, if you are a partnership: or (c) An executive officer or insurance manager, if you are a corporation. 2. The requirement in condition 2.b_ that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: (a) You, if you are an individual: r (b) A partner, if you are a partnership: or (c) An executive officer or insurance manager, if you are a corporation. F. Advertising Injury -Televised Or Videotaped Publication 1. The definition of "Personal and advertising injury" items 14_ (d),(e),(f) and (g) is changed to read: "Personal and Advertising injury" means injury arising out of one or more of the following offenses: d. Oral, written, televised or videotaped publication 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 of material that violates a person's right of privacy; f. Missappropriation of advertising ideas or style of doing business; or g. Infringement of copyright, title or slogan. 2. Exclusions a.(2) and a.(3) of Coverage B., Personal And Advertising Injury Liability, are changed to read: a. (2) 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; a. (3) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period. G. Bodily Injury - Mental Anguish The definition of "bodily injury" is changed to read, '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. H. Personal Injury -Abuse Of Process/Discrimination If Personal and Advertising Injury Liability Coverage (Coverage B.) is not otherwise excluded from this Coverage Part: 1. The definition of "Personal and advertising injury" is changed by: a. Revising item b. of that definition to read - Malicious prosecution or abuse of process: b. Adding the following: "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when (1) Done intentionally by or at the direction of, or with the knowledge or consent of: (a) Any insured; or (b) Any executive officer, director, stockholder, partner or member of the insured; or (2) 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: or PI -NP -003 (9/03) PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 3 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI -NP -003 (9/03) (3) Directly or indirectly related to the sale, rental, lease or sub -lease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or (a) Insurance for such discrimination is prohibited by or held in violation of law. public policy, legislation, court decision or administrative ruling. The Insurance afforded by H.t.b. above does not apply to fines or penalties imposed because of discrimination. 1. Unintentional Failure To Disclose Hazards 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. f J. Liberalization 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. K. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: 3. We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding. However, you must have a prior written agreement with such "employee" whereby you agree to indemnify the `employee" for such defense costs and the agreement includes a provision for repayment of defense costs in the event of an adverse judgement. 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 number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." L. Extended "Property Damage" SECTION I -- COVERAGES, COVERAGE A, 2. Exclusions a. is deleted 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. M. Additional Insured- Funding Source Under SECTION 11 - WHO IS AN INSURED the following is addded: 5. 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_ N. Additional Insured- Managers or Lessors of Premises Under SECTION 11 - WHO IS AN INSURED the following is added: 6. Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. PI -NP -003 (9/03) PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 4 of 5 Includes Copyright material of the Insurance Services Office. Inc. used with Its permission. PI -NP -003 (9103) O. Non -owned Watercraft SECTION 1— COVERAGES, 2.Exclusions, paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to cant' 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. (�a� & /c' PI -NP -003 (9/03) PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 5 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission.