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HomeMy WebLinkAboutORANGEWOOD FOUNDATION (3) INSURANCE ON FILE WORK MAY PROCEED U N W INSURANCE EXPWp1.3 A-2025-137 SIT_Y%?CIL�ERk02�10------- DATE: AUG 2 6 2OZ5 d-GDA( [) HHAP SUBCONTRACTOR AGREEMENT FOR SERVICES COORDINATION FOR 14i4haunlrla}Kjn;(DZ) TRANSITIIONAL AGE YOUTH AND FORMER FOSTER YOUTH BETWEEN ORANGEWOOD FOUNDATION, THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA, AND THE CITY OF SANTA ANA THIS AGREEMENT ("HHAP Agreement" or "Agreement") is made and entered into on this 19a' day of August, 2025 by and between Orangewood Foundation, a California nonprofit corporation ("Subcontractor"), the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Housing Authority"), and 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"). The Housing Authority and City shall collectively be referred to as "Contractor." Subcontractor, Housing Authority and City shall be referred to individually as"Party" and collectively as "Parties." RECITALS A. The State of California established the Homeless Housing, Assistance, and Prevention Program("HHAP"or"Program")pursuant to Chapter 6(commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code. (Amended by Stats. 2021, Ch. 111, See. 4 (AB 140) Effective July 19, 2021.) The Program is administered by the California Interagency Council on Homelessness ("Cal ICH") in the Business, Consumer Services and Housing Agency. HHAP provides flexible block grant funds to Continuums of Care, large cities and counties to build on the regional coordination created through previous Cal ICH grant funding and support local jurisdictions in their unified regional responses to reduce and end homelessness. B. The City is the recipient of HHAP-5 funds from the State of California. In 2024, the City entered into an agreement with the State of California, Agreement Number 24-HHAP- 10007 receiving and recognizing $5,878,393.38 in HHAP-5 grant funds to be used by the City to address immediate homeless challenges (collectively, "State HHAP-5 Contract"). A true and correct copy of the State HHAP-5 Contract is attached hereto as Exhibit A and incorporated herein by this reference. C. The Housing Authority is the recipient of Foster Youth to Independence ("FYI")Calendar Year ("CY") 2022 Special Fee Set-Aside funds from the United States Department of Housing and Urban Development("HUD"). In 2023,HUD notified the Housing Authority that funds had been obligated for CY 2022 HCV Program administrative fee set-aside Special Fees as a one-time award under Funding Increment Number CA093AF0161, FYI CY 2022 Special Fees may be used to support necessary, additional administrative expenses incurred to achieve full(100%)FYI voucher utilization as outlined in PIH Notice 2022-14, "Implementation of the Federal Fiscal Year 2022 Funding Provisions for the Housing Choice Voucher Program". A true and correct copy of the HUD Obligation Letter is attached hereto as Exhibit B and incorporated herein by this reference. D. The Housing Authority and City intends to braid,blend, combine and leverage the FYI CY 2022 Special Fees from HUD and HHAP-5 funds from the State of California to provide Pagel of 10 #2076148v2 services coordination for eligible Transitional Age Youth and Former Foster Youth, aged 18 through 24, who are experiencing homelessness or at risk of homelessness and who have been matched with a FYI voucher. E. On April 2, 2025, the Housing Authority issued Request for Proposal No. 25-057A ("RFP"), by which it sought a subcontractor to provide services coordination for Transitional Age Youth("TAY") and Former Foster Youth, aged 18 through 24, who are experiencing homelessness or at risk of homelessness and who have ben matched with a Foster Youth to Independence (FYI) voucher. Specifically, the subcontractor will deliver two core services: 1) housing navigation and landlord incentive services to assist the FYI voucher holder to lease a rental unit in the private market; and 2) independent living skill training and life skills support services to maintain stable housing and not return to homelessness. Per the RFP, "Priority shall be given to qualifying TAY youth at the Santa Ana Navigation Center(`Carnegie Homeless Shelter')." The RFP shall be incorporated by reference as though attached hereto in full. F. Subcontractor submitted a responsive proposal to the RFP that was selected by the Contractor. Subcontractor represents that it is able and willing to provide services described in the scope of work that was included in the RFP. G. Subcontractor has been made aware of the State HHAP-5 Contract and agrees to comply with the conditions of the State HHAP-5 Contract and the applicable State requirements governing the use of HHAP-5 grant funds. H. Subcontractor has been made aware of the HUD Obligation Letter and agrees to comply with the conditions of the award as outlined in PIH Notice 2022-14, "Implementation of the Federal Fiscal Year 2022 Funding Provisions for the Housing Choice Voucher Program" and the applicable Federal requirements governing the use of FYI CY 2022 Special Fees. I. In undertaking the performance of this Agreement, Subcontractor represents that it is knowledgeable in its field and that any services performed by Subcontractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. Subcontractor also represents that it has the requisite qualifications, expertise, and experience to work within the provisions of the Program and is willing to use said HHAP grant funds and FYI Special Fees to operate within said Program, J. Contractor and Subcontractor have duly executed this HHAP Agreement for the expenditure and utilization of said HHAP and FYI funds. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the Parties agree as follows: Page 2 of 10 #2076148v2 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Work- Exhibit C, attached hereto and incorporated by reference. Subcontractor shall comply with all Federal requirements detailed in the Contractor's RFP (Exhibit III), as attached hereto as Federal Regulations -Exhibit D. 2. COMPENSATION a. Contractor agrees to pay, and Subcontractor agrees to accept as total payment for its services for Contractor, the rates and charges identified Compensation - Exhibit E. The total amount to be expended during the term of this Agreement shall not exceed $632,839,00, The funding is comprised of$587,839.33 in HHAP-5 funds and$45,000 in FYI administrative fees. b. Payment by Contractor shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to Contractor accounting procedures. Contractor and Subcontractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Subcontractor agrees to execute the Contractor's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the Contractor will be authorized to deposit payments directly into Subcontractor's account(s)with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Contractor. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term_ with the option for the Contractor to grant up to a one 1-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Contractor. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes,unemployment insurance and similar taxes relating to Page 3 of 10 #2076148v2 employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Subcontractor under this Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes no such representation and warranty in regard to Documents&Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the Documents and Data at any time,provided that any such use not within the purposes intended by this Agreemett shall be at Contractor's sole risk.. 6. INSURANCE Insurance requirements are attached hereto as Exhibit F. 7. INDEMNIFICATION Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death,and claims for property damage,which may arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing,to the extent Subcontractor's services are subject to Civil Code Section 2782.8,the above indemnity shall be limited,to the extent required by Civil Code Section 2782.8,to claims that arise out of,pertain to,or relate to the negligence,recklessness, or willful misconduct of the Subcontractor. Page 4 of 10 42076148v2 8. INTELLECTUAL PROPERTY INDEMNIFICATION Subcontractor shall defend and indemnify the Contractor, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Subcontractor to the Contractor pursuant to this Agreement. 9. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period of three(3)years,or for any longer period required by law, from the date of final payment to Subcontractor under this Agreement. All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Subcontractor shall allow inspection of all work,data,documents,proceedings,and activities related to this Agreement for a period of three (3) years from the date of final payment to Subcontractor under this Agreement. 10. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care, "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either Party by any subsidiary and/or agent of the other Party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is,through no fault of the Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d)is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor. 11. CONFLICT OF INTEREST CLAUSE a. Subcontractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate fancily members of either the Mayor, City Council Member, or any Page 5 of 10 #2076I48v2 appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the Contractor shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Subcontractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Subcontractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Subcontractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Subcontractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately mare full written disclosure of such facts to the Contractor. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Subcontractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by Contractor funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections(b) and(c) above. 12. NON-DISCRIMINATION Subcontractor shall not discriminate because of race, color, creed, religion, sex, -marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,termination or other employment related activities or any services provided under this Agreement, Subcontractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Contractor and Subcontractor, and supersedes any and all other agreements, oral or written, between the Parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor. The Parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Page 6of10 #2076148v2 Subcontractor or the Contractor. 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment,transfer,delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 15. TERMINATION This Agreement may be terminated by the Contractor upon thirty(30) days written notice of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by Subcontractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in such case such work product shall be the property of the Contractor unless prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes as the Contractor deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 0. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. All Parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Page 7 of 10 #2076148v2 18. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain such permits,licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice,tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To Contractor: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Community Development Agency City of Santa Ana 20 Civic Center Plaza(M-25) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6956 To Subcontractor: Tiffany Mitchell,Psy.D. Chief Programs Officer Orangewood Foundation P.O. Bo 10341 Santa Ana, CA, 92711 A Party may change its address by giving notice in writing to the other Party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, Page S of 10 #2076148v2 communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States wail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Contractor fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] Page 9 of 10 #2076148v2 TN WfTNr-SS WflE RE OF,the Parties hereto ha%c executed this Agreement the date and year first rlbym e %N ritten A TTFST: C11 N OF SANTA A\ X ennifer all Alvaro Nunez citN, City Manager N TT E,-T: HOUSING AUTHORITI OF T1 I r CITY OF SANTA A NA 1z Garcia Michacl Ga J e r all g ecret,1/' Executive Director APPRON-Ell) AS TO FORM SONIA R. CARVALHO SUBCONTRACTOR: City Attorney and Housing Authority Orangewoo Foundation, Inc. General Counsel B ',me Chris Andrea Garcia-'Miller si)(ionsen Assistant City Attorney and Title" CEO Assistant Counsel RECOMMENDED FOR APPROVAL: Michael L. Garcia Execuij%c Director Community Development Agcncy o t, P207610%2 EXHIBIT A STATE HHAP-4 CONTRACT SCO ID: 2240-24HHAP 10007 STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if Applicable) STD 213(Rev.0412020) 24-HHAP-10007 1.This Agreement is entered into between the Contracting Agency and the Contractor named below: CONTRACTING AGENCY NAME DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT CONTRACTOR NAME City of Santa Ana 2,The term of this Agreement is: START DATE Upon HCD approval THROUGH END DATE June 30, 2029 3.The maximum amount of this Agreement is: $5,878,393.38(Five Million Eight Hundred Seventy Eight Thousand Three Hundred Ninety Three Dollars and Thirty Eight Cents) 4.The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a part of the Agreement. Exhibits Title Pages Exhibit A Authority,Purpose and Scope of Work 13 Exhibit B Budget Detail and Disbursement Provisions 4 Exhibit C* State of California General Terms and Conditions GTC 04/2017 Exhibit D HHAP General Terms andConditions 11 Exhibit E Special Terms and Conditions 3 TOTAL NUMBER OF PAGES ATTACHED 31 tems s own with an asterisk(*,are herebyJncorporate y reference andmadepartof this agreementas if attached ereto. These documents can be viewed at httos.1 www.d(? .ca,aou/OLS/Resources IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR NAME(if other than an individual,state whether a corporation,partnership,etc.) City of Santa Ana CONTRACTOR BUSINE55 ADDRESS CITY STATE ZIP 20 Civic Center Drive Santa Ana CA 90262 PRINTED NAME OF PERSON SIGNING TITLE Michael Garcia Fxecutive Director of Community Development CONTRACTOkAUTHORIZED SIGNATURE _ DATE SIGNED Page 1 of 2 SCO ID: 2240-24H HAP 10007 STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(If Applicable) STD 213(Rev.04/2020) 24-H HA P-10007 STATE OF CALIFORNIA CONTRACTING AGENCY NAME Department of Housing and Community Development CONTRACTING AGENCY ADDRESS CITY STATE ZIP 651 Bannon Street,Suite 400 Sacramento CA 95811 PRINTED NAME OF PERSON SIGNING TITLE Chiet,BUsiness and ontracts FFVYces Jenee McClain-Battiste Contract Services Section Manager CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED Ma8ct� 1/10/2025 CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION(If Applicable) Exempt per,SCM Vol. 1 4.04.A.3(DGS memo,dated 06/12/1981) Page 2of2 City of Santa Ana 24-HHAP-10007 Page 1 of 31 EXHIBIT A AUTHORITY, PURPOSE,AND SCOPE OF WORK 1. Authority This Standard Agreement ("Agreement") is an agreement regarding Homeless Housing, Assistance, and Prevention Program Round 5 (HHAP-5 or Program) funds. A. The State of California established HHAP-5 pursuant to the provisions in Chapter 6.5 (commencing with Health and Safety Code (HSC) section 50230) of Park 1 of Division 31 of the HSC. (Amended by Stats. 2023, Ch. 40, Sec. 17 (AB 129) effective July 10, 2023). B. The Program is administered by the California Department of Housing and Community Development (HCD) in the Business, Consumer Services and Housing Agency (Agency). HHAP-5 provides flexible block grant funds to Continuums of Care, large cities (population of 300,000+) and counties to build on the regional coordination created through previous HCD grant funding and support local jurisdictions in their unified regional responses to reduce and end homelessness. C. This Standard Agreement/Contract for Funds along with all its exhibits (Agreement) is entered into by HCD and a Continuum of Care, a city, or a county (Grantee) under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Grantee agrees to comply with the terms and conditions of this Agreement, the Notice of Funding Availability (NOFA) dated September 29, 2023, under which the Grantee applied, HCD guidance and directives and the requirements appearing in the statutory authority for the Program cited above. 2. Purpose HHAP-5 is established for the purpose of organizing and deploying the full array of homelessness programs and resources comprehensively and effectively, and to sustain existing federal, state, and local investments towards long-term sustainability of permanent housing and supportive services. The general purpose of the Program is to (1) reduce homelessness by expanding or developing local capacity to address immediate homelessness challenges informed by a best-practices framework focused on moving homeless individuals and families into permanent housing and supporting the efforts of those Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-H HAP-10007 Page 2 of 31 EXHIBIT A individuals and families to maintain their permanent housing; and (2) continue to build on regional coordination developed through previous rounds of HHAP funding (See HSC section 50230 et seq.). HHAP funding shall: A. Be available to applicants for the purpose of reimbursement for planning and preparing the Regionally Coordinated Homelessness Action Plans required for the HHAP-5 application. B. Continue to build regional collaboration between Continuums of Care, counties, and cities in a given region, regardless of population, and ultimately be used to develop a unified regional response to homelessness by fostering robust regional collaboration and strategic partnerships aimed at fortifying the homeless services and housing delivery system. This should be achieved through the formulation of data- driven and cross-system plans designed to allocate resources in alignment with the state's priorities for homeless housing solutions. This means implementing strategies that create and sustain regional partnerships and prioritize permanent housing solutions. C. Ensure the long-term sustainability of housing and supportive services, by strategically pairing these funds with other local, state, and federal resources to effectively reduce and ultimately end homelessness. Grantees are encouraged to follow the guidance provided in "Putting the Funding Pieces Together: Guide to Strategic Uses of New and Recent State and Federal Funds to Prevent and End Homelessness". D. Demonstrate sufficient resources dedicated to long-term permanent housing solutions, including capital and operating costs. E. Demonstrate a commitment to address racial disproportionality in homeless populations and achieve equitable provision of services and outcomes for Black, Native and Indigenous, Latinx, Asian, Pacific Islanders and other People of Color who are disproportionately impacted by homelessness. F. Establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 3 of 31 EXHIBIT A levels of planning and implementation, including through opportunities to hire people with lived experience. G. Fund projects that provide housing and services that are Housing First compliant, per HSC section 50234(f), and delivered in a low barrier, trauma informed, and culturally responsive manner. Individuals and families assisted with these funds must not be required to receive treatment or perform any other prerequisite activities as a condition for receiving interim or permanent housing, or other services for which these funds are used. H. Include the State as an integral partner through the provision of technical assistance, sharing of best practices, and implementing an accountability framework to guide the structure of current and future state investments. 3. Definitions The following HHAP-5 program terms are defined in accordance with HSC section 50230, subdivisions (A) — (X): A. "Agency" means the Business, Consumer Services, and Housing Agency. B. "Applicant" means a Continuum of Care, city, county, or a region for purposes of the Regionally Coordinated Homelessness Action Plan requirements pursuant to this chapter. C. "City" means a city or city and county that is legally incorporated to provide local government services to its population. A city can be organized either under the general laws of this state or under a charter adopted by the local voters. D. "Continuum of Care" means the same as defined by the United States Department of Housing and Urban Development at Section 578.3 of Title 24 of the Code of Federal Regulations. E. "Coordinated Entry System" means a centralized or coordinated process developed pursuant to Section 578.7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisfy this subdivision, a centralized or Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5 NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 4 of 31 EXHIBIT A coordinated assessment system shall cover the geographic area, be easily accessed by Individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool. F. "Regionally Coordinated Homelessness Action Plan" means the regionally coordinated homelessness action plan described in Section 50233. G. "Council' means the associated staff within the Interagency Council on Homelessness, formerly known as the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code. H. "Department" means the Department of Housing and Community Development. I. "Emergency shelter" has the same meaning as defined in subdivision (e) of Section 50801. J. "Grantee" means an eligible applicant that has received its initial Round 5 base allocation or total Round 5 base allocation, as applicable. K. "Homeless" has the same meaning as defined in Section 578.3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019. L. "Homeless Management Information System" means the information system designated by a Continuum of Care to comply with federal reporting requirements as defined in Section 578.3 of Title 24 of the Code of Federal Regulations. The term "Homeless Management Information System" also includes the use of a comparable database by a victim services provider or legal services provider that is permitted by the federal government under Part 576 of Title 24 of the Code of Federal Regulations. M. "Homeless point-in-time count" means the most recently available point-in- time count data as reflected in the Annual Homeless Assessment Report released by the United States Department of Housing and Urban Development. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 5 of 31 EXHIBIT A N. "Homeless youth" means an unaccompanied youth between 12 and 24 years of age who is experiencing homelessness, as defined in Section 725(2) of the federal McKinney-Vento Homeless Assistance Act (42 U.S.C. Sec, 11434a(2)). "Homeless youth" includes unaccompanied youth who are pregnant or parenting. O. "Housing First" has the same meaning as in Section 8255 of the Welfare and Institutions Code, including all of the core components listed therein. P. "Jurisdiction" means a city, county, Continuum of Care, or tribe, as defined in this section. Q. "Memorandum of Understanding" has the same meaning as defined in subdivision (f) of Section 50233. R. "Navigation center" means a Housing First, low-barrier, service-enriched shelter focused on moving homeless individuals and families into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, and housing. S. "Program" means Round 5 of the Homeless Housing, Assistance, and Prevention program, or Round 5, established pursuant to this chapter. T. 1) "Base program allocation" means the portion of program funds available to expand or develop local capacity to address immediate homelessness challenges pursuant to the allowable uses specified in Section 50236. 2) "Homekey supplemental allocation" means the portion of program funds available to eligible jurisdictions as supplementary Homekey resources, as defined in Section 50237. U. "Recipient" means a jurisdiction that receives funds from HCD for the purposes of the program. V. 1) Except as set forth in paragraph 2) below, "region" means the geographic area served by a county, including all cities and Continuum of Care within it. A region that has a Continuum of Care that serves multiple counties may submit a plan that covers multiple Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 6 of 31 EXHIBIT A counties and the cities within them, or the Continuum of Care may participate in the Regionally Coordinated Homelessness Action Plan of each individual county that is part of the Continuum of Care along with the cities within the county. 2) All Continuums of Care within the County of Los Angeles shall be considered part of a single region, along with the county and big cities within the county. W. "Small jurisdiction" means a city that is under 300,000 in population as of January 1, 2022, according to data published on the internet website of the Department of Finance. X. "Tribe" or "tribal applicant" means a federally recognized tribal government pursuant to Section 4103 of Title 25 of the United States Code that is located in California. Additional definitions for the purposes of the HHAP-5 program: Allocations: "Initial HHAP-5 Base Allocation": fifty percent (50%) of the eligible city, county, or Continuum of Care's HHAP-5 allocation. "HHAP-5 Planning Allocation": one hundred percent (100%) of the eligible city, county, or Continuum of Care's HHAP Round 5 planning allocation. "Initial Supplemental Funding Allocation": one hundred percent (100%) of the eligible city, county, or Continuum of Care's share of the one hundred ($100) million Supplemental Allocation. "Remainder Disbursement": the remaining fifty percent (50%) of the eligible city, county, or Continuum of Care's HHAP- 5 base allocation. "Obligate": means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using HHAP-5 funding. Grantees, and the subrecipients who receive awards from those Grantees, must obligate the funds by the statutory deadlines set forth in this Exhibit A. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 7 of 31 EXHIBIT A "Expended": means all HHAP-5 funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. 4. Scope of Work A. The Scope of Work ("Work") for this Agreement shall include uses that are consistent with HSC section 50234, subdivision (a) (1), and section 50236, and any other applicable laws. B. HHAP-5 Planning Allocation funds are for the purpose of planning for and preparing the Regionally Coordinated Homelessness Action Plan required as part of the HHAP-5 regional application. Any Planning Allocation funds that are not spent on the preparation of the HHAP-5 application must be expended consistent with the purpose and requirements of the HHAP-5 program, as described below. C. Provided that before proposing to use HHAP-5 resources to fund new interim housing solutions, the applicant first demonstrates that the region has dedicated sufficient resources from other sources to long-term permanent housing solutions, including capital and operating costs, allowable uses of HHAP-5 base program allocation funds include all of the following. 1) Permanent housing solutions, including all of the following: a) Rental subsidies, including to support placement of individuals in Community Assistance, Recovery and Empowerment (CARE) Court. b) Landlord incentives, such as security deposits, holding fees, funding for needed repairs, and recruitment and relationship management costs. c) Move-in expenses. d) Operating subsidies in new and existing affordable or supportive housing units serving people experiencing homelessness, including programs such as Homekey, new or existing residential care facilities, funded by the Behavioral Health Continuum Infrastructure Program or the Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 8 of 31 EXHIBIT A Community Care Expansion Program. Operating subsidies may include operating reserves. e) Homelessness prevention through rental assistance, rapid rehousing, and other programs, so long as they prioritize households at imminent risk of homelessness or households with incomes at or below thirty percent (30%) of the area median income, who pay more than fifty percent (50%) of their income in housing costs, and who meet criteria for being at highest risk of homelessness through data-informed criteria. f) Problem-solving and diversion support programs that prevent people at risk of or recently experiencing homelessness from entering unsheltered or sheltered homelessness. g) Services for people in permanent housing, so long as the services are trauma-informed and practice harm reduction, to include intensive case management services, assertive community treatment services, critical time intervention services, other tenancy support services, evidence-based employment services, coordinating mental health, substance use, and primary care treatment, or other evidence-based supportive services to increase housing retention. h) Capital for permanent housing that serves people experiencing homelessness, including conversion of underutilized buildings or existing interim or transitional housing into permanent housing. 2) Interim housing solutions, including all of the following: a) Navigation centers that are low barrier, as defined in Sections 65660 and 65662 of the Government Code, to include any of the following: b) Operating expenses in existing congregate shelter sites. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 9 of 31 EXHIBIT A c) Operating expenses in new or existing non-congregate shelter sites and transitional housing for youth. d) Motel or hotel vouchers. e) Services provided to people in interim housing, to include trauma-informed and evidence-based intensive case management services, housing navigation, connecting people to substance use or mental health treatment, public benefits advocacy, and other supportive services to promote stability and referral into permanent housing. f) Capital funding to build new non-congregate shelter sites, including for construction, rehabilitation, and capital improvements to convert existing congregate sites into non- congregate sites. g) Capital funding for clinically enhanced congregate or non- congregate shelter sites. h) Youth-focused services in transitional housing. 3) Service provisions and systems support including all of the following: a) Services for people experiencing unsheltered homelessness, including street outreach, including, but not limited to, persons experiencing homelessness from encampment sites and those transitioning out of encampment sites funded by the program known as the Encampment Resolution► Funding Grant consistent with HSC Section 50251 to access permanent housing and services. This includes evidence- based engagement services, intensive case management services, assertive community treatment, housing navigation, harm reduction services, coordination with street- based health care services, and hygiene services for people living in encampments and unsheltered individuals. b) Services coordination, which may include access to workforce, education, and training programs, or other Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 10 of 31 EXHIBIT A services needed to promote housing stability in supportive housing. c) Systems support for activities necessary to create regional partnerships and maintain a homeless services and housing delivery system, particularly for vulnerable populations, including families and homeless youth. d) Improvements to existing emergency shelters to lower barriers and increase privacy. e) Any new interim sheltering funded by Round 5 funds must be low-barrier, comply with Housing First practices as provided in Chapter 6.5 (commencing with Section 8255) of Division 8 of the Welfare and Institutions Code, and prioritize interventions other than congregate shelters. 4) In addition to the eligible uses described above, the Grantee's expenditure of its entire HHAP-5 Base Allocation must also comply with the following: a) At least ten percent (10%) of the funds shall be spent on services for homeless youth populations. b) Not more than seven percent (7%) of funds may be used for administrative costs incurred by the city, county, or Continuum of Care to administer its program allocation. For purposes of this Agreement, "administrative costs" does not include staff or other costs directly related to implementing activities funded by the program allocation. Grantee shall perform the work only in the areas as identified, and in accordance with any guidance from HCD. 5) Contract Coordinator HCD's Contract Coordinator for this Agreement is HCD's Grants Program Design Section Chief or their designee. Unless otherwise instructed, any notice, report, or other communication requiring an original Grantee signature for this Agreement shall be sent to the HCD Contract Coordinator electronically. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 11 of 31 EXHIBIT A The Representatives during the term of this Agreement will be: PROGRAM GRANTEE California Department of Housing ENTITY: & Community Development City of Santa Ana SECTIONIUNIT: Policy and Program Support ADDRESS: 651 Bannon St SW, Suite 400 20 Civic Center Drive, Sacramento, CA, 95811 Santa Ana, CA 90262 CONTRACT COORDINATOR Jeannie McKendry Mishaun Watkins PHONE (916) 490-9589 (562) 637-5405 NUMBER: EMAIL HPDHomelessnessGrants(o)hcd.ca.gov mwatkins santa-ana.or ADDRESS: Jeannie.McKenda(cD_hcd.ca.gov All requests to update the Grantee information listed within this Agreement shall be emailed to the HPD Homelessness Grants general email box at HPDHomelessnessGrants@hcd.ca.gov. HCD reserves the right to change their representative and/or contact information at any time with notice to the Grantee. 6) Effective Date, Term of Agreement, and Deadlines A. This Agreement is effective upon approval by HCD (indicated by the signature provided by HCD in the lower left section of page one, Standard Agreement, STD. 213), and when signed by all parties. Funds will be disbursed in accordance with Section 4 of Exhibit B. B. This Agreement shall terminate on June 30, 2029. C. On or before January 1 , 2026, a Grantee shall submit to the Department an updated Regionally Coordinated Homelessness Action Plan, which shall include updates on the metrics and key actions to improve these metrics, which shall be reviewed and approved by HCD pursuant to HSC 50235 subdivision (h). A Grantee shall contractually obligate no less than seventy-five percent (75%) and shall expend no less than fifty percent Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 12 of 31 EXHIBIT A (50%) of their initial fifty percent (50%) HHAP-5 base allocation disbursement by June 30, 2026. This excludes both the HHAP-5 planning and Initial Supplemental Allocations. Upon demonstration by a recipient Grantee that it has complied with both of these requirements, the Department shall disburse to that recipient the remaining fifty percent (50%) of its HHAP-5 base allocation pursuant to HSC Section 50235. 1) Grantee will demonstrate compliance with these obligation and expenditure requirements through monthly fiscal reports and by completing a certification documentation in the form and manner provided by HCD. D. If a Grantee has obligated less than seventy-five percent (75%) or expended less than fifty percent (50%) of their initial fifty percent (50%) HHAP-5 base allocation by June 30, 2026, the Grantee shall not contractually obligate or expend any remaining portion of its initial HHAP-5 base allocation, and HCD shall not allocate to the recipient the remaining fifty percent (50%) of its HHAP-5 base allocation, unless both of the following occur: 1) On or before June 30, 2026, the Grantee submits an alternative disbursement plan to HCD that includes an explanation for the delay. 2) HCD approves the alternative disbursement plan. If a Grantee does not satisfy these requirements, HCD shall have the discretion to allocate the unused funding in a manner prescribed by HCD. If the funds identified in the approved alternative disbursement plan are not fully expended by December 31, 2027, the funds shall be returned to HCD to be allocated as supplemental awards in accordance with Health and Safety Code Section 50237. E. All HHAP-5 funds, including base allocations, planning allocations, and supplemental funding, shall be expended by June 30, 2028. F. Any funds, including planning allocations and supplemental funding, not expended by June 30, 2028, shall revert to, and be paid and deposited in, the General Fund pursuant to Health and Safety Code section 50235 subdivision (m). Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 °HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 13 of 31 EXHIBIT A G. HCD may request additional information from applicants, as needed, to meet other applicable reporting or audit requirements. 7) Capacity and Authority to Contract A. By signing this Agreement, the Grantee is certifying that it has the capacity and authority to fulfill the obligations enumerated in this agreement. The Grantee further represents that it is authorized to execute this Agreement. B. Each person executing this Agreement on behalf of an entity, other than an individual executing this Agreement on their own behalf, represents that they are authorized to execute this Agreement on behalf of said entity. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 14 of 31 EXHIBIT B BUDGET DETAIL AND DISBURSEMENT PROVISIONS 1. Payee Name: City of Santa Ana Amount: $ 5,878,393.38 2. Budget Detail & Changes A. The Grantee agrees that HHAP-5 funds shall be expended on uses that support regional coordination and expand or develop local capacity to address immediate homelessness challenges. Such activities must be informed by a best-practices framework focused on moving people experiencing homelessness into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing. B. The Grantee shall expend the HHAP-5 funds on eligible activities as detailed in HSC 50234, subdivision (a)(1)(A) and 50236 and as described in the grantees latest approved HHAP-5 funding plan. C. Any changes to the Grantee's budget must be approved in writing by HCD prior to incurring expenses. 3. General Conditions Prior to Disbursement A. All Grantees must submit the following forms prior to this HHAP-5 allocation being released: 1) Request for Funds Form ("RFF"). 2) STD 213 Standard Agreement form and Exhibits A through E. 3) STD 204 Payee Data Record or Government Agency Taxpayer ID Form. 4. Disbursement of Funds A. Initial Disbursement Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 15 of 31 EXHIBIT B 1) The Initial Disbursement of the HHAP-5 allocation includes the initial HHAP-5 base allocation, HHAP-5 planning allocation, and initial supplemental allocation. These funds will be disbursed to the Grantee upon receipt, review and approval of the completed Standard Agreement and RFF by HCD. 2) The Initial disbursement of HHAP-5 funds will be disbursed in one allocation, and issued to the Grantee, identified on the Payee Data Record Form or Government Agency Taxpayer ID Form. B. Remainder Disbursement 1) HCD will disburse the remaining fifty percent (50%) of HHAP-5 base allocation upon demonstration by a Grantee that it has complied with the requirement to contractually obligate and expend a minimum amount of its initial Round 5 base allocation, as described below, and receives approval for the submitted Updated Regionally Coordinated Homelessness Action Plan that includes updates on measures and illustrates the advancement of key actions outlined in the original Regionally Coordinated Action Plan to improve those measures, as outlined in Section 50235(h). a) A Grantee shall contractually obligate no less than seventy- five percent (75%) and shall expend no less than fifty percent (50%) of their initial fifty percent (50%) HHAP-5 base allocation by June 30, 2026. This excludes both the HHAP-5 planning allocation and the supplemental allocation. Upon demonstration by a grantee that it has complied with this requirement and receives approval for the submitted Updated Regionally Coordinated Homelessness Action Plan, HCD shall disburse to that recipient the remaining fifty percent (50%) of its HHAP-5 program allocation pursuant to Section 50234. b) If a Grantee has obligated less than seventy-five percent (75%) or expended less than fifty percent (50%) of their initial fifty percent (50%) HHAP-5 program allocation by June 30, 2026, the Grantee shall not contractually obligate or expend any remaining portion of its initial HHAP-5 program allocation, and HCD shall not allocate to the recipient the Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NDFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-H HAP-10007 Page 16 of 31 EXHIBIT B remaining fifty percent (50%) of its HHAP-5 program allocation, unless both of the following occur: i. On or before June 30, 2026, the Grantee submits an alternative disbursement plan to HCD that includes an explanation for the delay. ii. HCD approves the alternative disbursement plan. If HCD cannot approve an alternative disbursement plan, HCD will provide the Grantee with guidance on the revisions needed in order to approve the alternative disbursement plan. c) HCD may withhold the remaining fifty percent (50%) of HHAP-5 program allocation funds from a jurisdiction that repeatedly failed to take action as specified in its Regionally Coordinated Homelessness Action Plan, or that took actions adverse to achieving the plan objectives provided pursuant to Section 50233, until such time the jurisdiction demonstrates to HCD they are in substantial compliance with the requirements of HSC 50235 subdivision (h). 5. Expenditure of Funds All HHAP-5 funds must be spent consistent with the intent of the Program and the eligible uses identified in HSC section 50234, subdivision (a)(1)(A) and 50236 and in alignment with the Grantee's latest, approved funding plan. 6. Ineligible Costs A. HHAP-5 funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in HSC section 50234, subdivision (a)(1)(A) and 50236. B. HCD reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use HHAP-5 funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to HCD. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date. November 1, 2024 City of Santa Ana 24-H HAP-10007 Page 17 of 31 EXHIBIT B C. An expenditure which is not authorized by this Agreement, or by written approval of the Contract Coordinator or his/her designee, or which cannot be adequately documented, shall be disallowed and must be immediately repaid to HCD by the Grantee. A Grantee shall be prohibited from applying for future HHAP funds until they have repaid these funds to HCD. HCD, at its sole and absolute discretion, shall make the final determination regarding the allowability of HHAP-5 fund expenditures. D. Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention. HHAP funds cannot replace local funds that are committed to an existing or developing homeless assistance program. However, if funds previously supporting a service or project end or are reduced for reasons beyond the control of the Grantee and services or housing capacity will be lost as a result of these funds ending, HHAP funds may be used to maintain the service or program. Examples include, but are not limited to, a time-limited city and/or county tax or one-time block grant. E. Program funds shall not be used to supplant existing Encampment Resolution Funding Grant funds provided under HSC section 50251. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5 NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 18 of 31 EXHIBIT D HHAP GENERAL TERMS AND CONDITIONS 1 . Termination and Sufficiency of Funds A. Termination of Agreement HCD may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, any breach of contract as described in paragraph 6 of this Exhibit D; violation of any federal or state laws; or withdrawal of HCD's expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by HCD, any unexpended funds received by the Grantee shall be returned to HCD within thirty (30) days of HCD's notice of termination. B. Sufficiency of Funds This Agreement is valid and enforceable only if sufficient funds are made available to HCD by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations, or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms, or funding of this Agreement in any manner. 2. Transfers Grantee may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except as allowed within Exhibit D Section 12 (Special Conditions— Grantees/Sub Grantee) or with the prior written approval of HCD and a formal amendment to this Agreement to affect such subcontract or novation. 3. Grantee's Application for Funds Grantee has submitted to HCD an application for HHAP-5 funds to support regional coordination and expand or develop local capacity to address its immediate homelessness challenges. HCD is entering into this Agreement on the basis of Grantee's facts, information, assertions and representations contained in that application. Any subsequent modifications to the original funding plans submitted within the original application must be Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-H HAP-10007 Page 19 of 31 EXHIBIT D requested through the formal HHAP Budget Modification Request Process and are subject to approval by HCD. Grantee warrants that all information, facts, assertions, and representations contained in the application and approved modifications and additions thereto are true, correct, and complete to the best of Grantee's knowledge. In the event that any part of the application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect HCD approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then HCD may declare a breach of this Agreement and take such action or pursue such remedies as are legally available. 4. ReportlnctlAudits A. Reporting Requirements 1) Annual Report: Grantees will be responsible for submitting an annual report no later than April 1 each year following the receipt of funds until all funds are fully expended. The annual report will contain detailed information on program activities in accordance with HSC sections 50221, 50222, and 50223, and be submitted in the form and method provided by HCD. The annual report must provide information on activities through the prior calendar, including, but not limited to, an ongoing tracking of the specific uses and expenditures of any program funds broken out by eligible uses, as well as any additional information HCD deems appropriate or necessary. 2) Monthly Fiscal Report: Grantees will be responsible for submitting a monthly fiscal report in accordance with HSC section 50223, in the form and method provided by HCD. The monthly fiscal report must provide information, including but not limited to, the obligation and expenditure status of the program funds by eligible uses category. 3) Final Report: Grantees will be responsible for submitting a final report in accordance with HSC section 50223 no later than April 1, 2029, and must be submitted in the form and method provided by HCD. The final report must provide information, including but not limited to, detailed uses of all program funds. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 20 of 31 EXHIBIT D 4) HMIS/HDIS Reporting: Grantees and their subcontractors must report client data into their local Homeless Management Information Systems (HMIS) pursuant to the requirements of Assembly Bill (AB) 977 (Chapter 397, Statutes of 2021), and that data must be shared quarterly with the statewide Homeless Data Integration System (HDIS). As part of reporting responsibilities in accordance with HSC sections 50221, 50222, and 50223, Grantees must ensure proper recording of activities associated with these program funds. This is intended to efficiently capture many of the non-fiscal reporting responsibilities required under HSC sections 50221, 50222, and 50223. HCD will make efforts to utilize statewide Homeless Data Integration System to fulfill grantee reporting requirements under HSC sections 50221, 50222, and 50223, however improper reporting into that system may require HCD to seek additional information directly from Grantees. Grantees may also be required to accept training and technical assistance in this area if their HMISIHDIS is not properly tracked and shared. 5) HCD may require additional supplemental reporting with written notice to the Grantee. 6) Grantee may, at their discretion, fully expend their HHAP-5 allocation prior to the end date of the grant term and will not be required to submit monthly fiscal reports after the month in which their allocation was fully expended. B. Auditing HCD reserves the right to perform or cause to be performed a financial audit. At HCD's request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. HHAP-5 administrative funds may be used to fund this expense. Should an audit be required, the Grantee shall adhere to the following conditions: 1) The audit shall be performed by an independent certified public accountant. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOPA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 21 of 31 EXHIBIT D 2) The Grantee shall notify HCD of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by HCD to the independent auditor's working papers. 3) The Grantee is responsible for the completion of audits and all costs of preparing audits. 4) If there are audit findings, the Grantee must submit a detailed response acceptable to HCD for each audit finding within ninety (90) days from the date of the audit finding report. 5. Inspection and Retention of Records A. Record Inspection HCD or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement. The Grantee agrees to provide HCD, or its designee, with any relevant information requested. The Grantee agrees to give HCD or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to an investigation of compliance with the Homeless Housing, Assistance, and Prevention Program laws, the HHAP-5 program guidance document published on the website, and this Agreement. In accordance with HSC section 50220.8, subdivision (m), if upon inspection of records HCD identifies noncompliance with grant requirements, HCD retains the right to impose a corrective action plan on the Grantee. B. Record Retention The Grantee further agrees to retain all records described in subparagraph (A) for a minimum period of five (5)years after the termination of this Agreement. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-H HAP-10007 Page 22 of 31 EXHIBIT D If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it. C. Public Records Act The Grantees' final HHAP-5 application, this contract, and other documents related to the grant are considered public records, which are available for public viewing pursuant to the California Public Records Act Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code. 6. Breach and Remedies A. Breach of Agreement Breach of this Agreement includes, but is not limited to, the following events: 1) Grantee's failure to comply with the terms or conditions of this Agreement. 2) Use of, or permitting the use of, HHAP-5 funds provided under this Agreement for any ineligible activities. 3) Any failure to comply with the deadlines set forth in this Agreement. B. Remedies for Breach of Agreement In addition to any other remedies that may be available to HCD in law or equity for breach of this Agreement, HCD may: 1) Bar the Grantee from applying for future HHAP funds. 2) Revoke any other existing HHAP award(s) to the Grantee. 3) Require the return of any unexpended HHAP-5 funds disbursed under this Agreement. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 23 of 31 EXHIBIT D 4) Require repayment of HHAP-5 funds disbursed and expended under this Agreement. 5) Require the immediate return to HCD of all funds derived from the use of HHAP-5 funds. 6) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or participation in the technical assistance in accordance with HHAP-5 requirements. C. All remedies available to HCD are cumulative and not exclusive. D. HCD may give written notice to the Grantee to cure the breach or violation within a period of not less than fifteen (15) days. 7. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of HCD to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of HCD to enforce these provisions. 8. Nondiscrimination During the performance of this Agreement, the Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Grantees and Sub grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subrecipients shall comply with the provisions of California's laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code, § 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date. September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 24 of 31 EXHIBIT D Government Code (Gov. Code, §§ 11135 - 11139.5). Grantee and its subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 9. Conflict of Interest All Grantees are subject to state and federal conflict of interest laws. For instance, HSC section 50220.5, subdivision (i) states, "For purposes of Section 1090 of the Government Code, a representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county." Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Additional applicable statutes include, but are not limited to, Government Code section 1090 and Public Contract Code sections 10410 and 10411. A. Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent Grantee with any State agency to provide goods or services. B. Former State Employees: For the two (2) year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to the contract while employed in any capacity by any State agency. For the twelve (12) month period from the date, he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy-making position in the same general subject area as the proposed contract within the twelve (12) month period prior to his or her leaving State service. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 25 of 31 EXHIBIT D C. Employees of the Grantee: Employees of the Grantee shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the Political Reform Act of 1974 (Gov. Code, § 81000 et seq.). D. Representatives of a County: A representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county. 10. Drug-Free Workplace Certification Certification of Compliance: By signing this Agreement, Grantee hereby certifies, under penalty of perjury under the laws of State of California, that it and its subrecipients will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, section 8350 et seq.) and have or will provide a drug-free workplace by taking the following actions: Publish a statement notifying employees and subrecipients that unlawful manufacture distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code section 8355, subdivision (a)(1). A. Establish a Drug-Free Awareness Program, as required by Government Code section 8355, subdivision (a)(2) to inform employees, Grantees, or subrecipients about all of the following: 1) The dangers of drug abuse in the workplace. 2) Grantee's policy of maintaining a drug-free workplace. 3) Any available counseling, rehabilitation, and employee assistance program; and 4) Penalties that may be imposed upon employees, Grantees, and subrecipients for drug abuse violations. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 26 of 31 EXHIBIT D B. Provide, as required by Government Code section 8355, subdivision (a)(3), that every employee and/or subrecipient that works under this Agreement: 1) Will receive a copy of Grantee's drug-free policy statement, and 2) Will agree to abide by terms of Grantee's condition of employment or subcontract. 11. Child Support Compliance Act For any Contract Agreement in excess of$100,000, the Grantee acknowledges in accordance with Public Contract Code 7110, that: A. The Grantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code, and B. The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 12. Special Conditions — Grantees/Sub-grantee The Grantee agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibits C and D. These conditions shall be met to the satisfaction of HCD prior to disbursement of funds. The Grantee shall ensure that all Subgrantees are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HHAP-5 funds. Failure to comply with these conditions may result in termination of this Agreement. A. The Agreement between the Grantee and any Subgrantee shall require the Grantee and its Subgrantees, if any, to: Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 27 of 31 EXHIBIT D 1) Perform the work in accordance with Federal, State and Local housing and building codes, as applicable. 2) Maintain at least the minimum State-required worker's compensation for those employees who will perform the work or any part of it. 3) Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Grantee or any Subgrantee in performing the Work or any part of it. 4) Agree to include all the terms of this Agreement in each subcontract. B. The Grantee shall monitor the activities of all subgrantees to ensure compliance with all requirements under the HHAP program. As requested by HCD, the Grantee shall provide to HCD all monitoring documentation necessary to ensure that Grantee and its subgrantees are in continued compliance with HHAP requirements. Such documentation requirements shall be provided by HCD when the information is requested. 13. Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, land use, homelessness, housing element, fair housing, and all other matters applicable and/or related to the HHAP-5 program, the Grantee, its subrecipients, and all eligible activities. The Grantee shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. The Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 28 of 31 EXHIBIT D environmental protection, procurement, and safety laws, rules, regulations, and ordinances. The Grantee shall provide copies of permits and approvals to HCD upon request. 14. Inspections A. The Grantee shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. B. HCD reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. C. The Grantee agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient until it is corrected. 15. Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of HCD, shall not affect any other provisions of this Agreement and the Initial terms of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. B. The Grantee shall notify HCD immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or HCD, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of HCD. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 29 of 31 EXHIBIT E SPECIAL TERMS AND CONDITIONS 1. All proceeds from any interest-bearing account established by the Grantee for the deposit of HHAP-5 funds, along with any interest-bearing accounts opened by subrecipients to the Grantee for the deposit of HHAP-5 funds, must be used for HHAP-5-eligible activities. Grantees must maintain records of all expenditures of the proceeds from these interest-bearing accounts for five (5) years and report on these expenditures as required by HCD. HCD reserves the right to perform or cause to be performed a financial audit on the use of proceeds from interest- bearing accounts. 2. Per HSC. section 50234 subdivision (f), any housing-related activities funded with HHAP-5 funds, including but not limited to emergency shelter (per HSC section 50236 subdivision (c)(3)(E), rapid-rehousing, rental assistance, transitional housing and permanent supportive housing, must be in compliance or otherwise aligned with the core components of Housing First, as described in Welfare and Institutions Code section 8255, subdivision (b). Individuals and families assisted with these funds must not be required to receive treatment or perform any other prerequisite activities as a condition for receiving shelter, housing, or other services for which these funds are used. In addition, HHAP-5 funding shall be used to adopt a Housing First approach within the entire local homelessness response system, including outreach and emergency shelter, short-term interventions like rapid re-housing, and longer-term interventions like supportive housing. 3. The Grantee shall utilize its local Homeless Management Information System (HMIS) to track HHAP-5-funded projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify individual projects, services, and clients that are supported by HHAP-5 funding (e.g., by creating appropriate HHAP-5-specific funding sources and project codes in HMIS). 4. The Grantee shall participate in and provide data elements, including, but not limited to, health information, in a manner consistent with federal law, to the HMIS in accordance with their existing Data Use Agreements, and as required by HSC sections 50234(b) and 50220.6 and Welfare and Institutions Code section 8256. Any health information provided to, or maintained within, the Homeless Management Information System, or the State Homeless Data Integration System (HDIS), which compiles all HMIS data into a statewide data warehouse, shall not be subject to public inspection or disclosure under the California Public Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date. September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 30 of 31 EXHIBIT E Records Act. For purposes of this paragraph, "health information" means '"protected health information," as defined in Part 160.103 of Title 45 of the Code of Federal Regulations, and "medical information," as defined in subdivision 0) of Section 56.05 of the Civil Code. HCD may, as required by operational necessity, amend or modify required data elements, disclosure formats, or disclosure frequency. Additionally, HCD, at its discretion, may provide Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in support of the Purpose of this Agreement and the existing Data Use Agreement. 5. The Grantee agrees to accept technical assistance as directed by HCD or by a contracted technical assistance provider acting on behalf of HCD and report to HCD on programmatic changes the grantee will make as a result of the technical assistance and in support of their grant goals. 6. The Grantee agrees to demonstrate a commitment to racial equity and, per HSC section 50222 subdivision (a)(2)(B), the grantee shall use data provided through HDIS to analyze racial disproportionality in homeless populations and, in partnership with HCD, establish clear metrics and performance monitoring for achieving equity in provision of services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific Islanders and other People of Color who are disproportionately impacted by homelessness and COVID-19.. 7. The Grantee should establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all levels of planning and implementation, including through opportunities to hire people with lived experience. 8. HCD reserves the right to add any special conditions to this Agreement it deems necessary to ensure that the goals of the Program are achieved. 9. The Department represents that the intent of Exhibit D Section 1(B) is only to preserve the legislature's ability to make changes to appropriations and matters that are lawfully subject to change through the Budget Act. The Department represents and warrants that as of the date of this Agreement the non-bond funds referenced in Homeless Housing, Assistance and Prevention Program, Round 5 Notice of Funding Availability dated September 29, 2023 for this Agreement are appropriated to and available for the purposes of this Agreement, and further, that upon execution of this Agreement said funds are deemed allocated to and encumbered for the purposes described in this Agreement and shall not be terminated or reduced as a result of Exhibit D Section 1(B) once construction has commenced in compliance with Program requirements and in Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 City of Santa Ana 24-HHAP-10007 Page 31 of 31 EXHIBIT E accordance with the construction commencement requirements within this Agreement. If not continuously appropriated, said funds must still be disbursed prior to any applicable disbursement or expenditure deadline set forth in this Agreement. Program Name: Homeless Housing, Assistance, and Prevention Program Round 5 "HHAP-5" NOFA Date: September 29, 2023 Approved Date: August 8, 2024 Prep Date: November 1, 2024 EXHIBIT B HUD OBLIGATION LETTER QPP-jµEN7'0', U.S.DEPARTMENT OF ROUSING AND URBAN DEVELOPMENT G Financial Management Center 4 N 2380 McGee Street,Suite 400 * * Kansas City,MO 64108-2605 OFFICE OF PUBLIC AND INDIAN HOUSING March 3, 2023 CA093 CITY OF SANTA ANA HSG AUTH 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701-2701 Dear Executive Director: SUBJECT: Calendar Year (CY) 2022 Housing Choice Voucher (HCV) Program Administrative Fee Set-Aside Special Fees This letter is to notify you that funds have been obligated for CY 2022 HCV Program administrative fee set-aside Special Fees per the award letter dated February 21, 2023. This is a one-time award and has been automatically disbursed in a lump sum. No action is required by your PHA to receive the disbursement. The specific information concerning the obligation(s) for your public housing agency (PHA) is identified below. Attached is your Notice to Amend the Consolidated Annual Contributions Contract (CACC) with revised funding exhibits reflecting the change(s) described above. The amendment notice and revised funding exhibits should be filed with your most recent CACC. No execution by HUD or your PHA is required. Public housing agencies receiving an increment in excess of $100,000 in Budget Authority (BA) are required to submit Form HUD-50071, Certification of Payments to Influence Federal Transactions, and if applicable, Form SF-LLL, Disclosure of Lobbying Activities. If this letter notifies you of a renewal in excess of $100,000, and your PHA has not submitted the Form(s) HUD-50071 (and SF-LLL where applicable) for your current fiscal year; the documents must be submitted to your Financial Analyst at the Financial Management Center (FMC)within 30 days of the date of this letter. These forms are located on the Internet at the following addresses: Form HUD-50071 https://www.hud..qov/sites/documents/50071.PDF Form SF-LLL htti2s://www.hud.aov/sites/documents/19161 SF-LLL.PDF www,hud.gov espanol.'hud,gov 2 If you have any questions about the matters discussed in this letter, please contact your Financial Analyst (FA) at the Financial Management Center(FMC). Sincerely Oij431 rsignedbyRdserl'KEtoopple Robert H. pP' 0 m RnandM Manageriwl Wier. _OU 2 Director Reason:I am appFUAgp this, meal Director, Financial Management Center Enclosure(s) Memo Reference: 23-079 3 Increment Number Table U. S. Department of Housing and Urban Development Office of Public and Indian Housing Housing Choice Voucher Program Section 8 March 3, 2023 Funding Increment Budget Authority Effective Term Category Number Date (Months) CA093AF0161 $45,000 3/1/2023 1 CY22 Special Fee Set-Aside:FUP CA093AF0160 $45,000 3/1/2023 1 CY22 Spec Fee Set-Aside HUD VASH Consolidated U.S. Department of Housing and Urban Development Annual Contributions Contract Office of Public and Indian Housing Housing Choice Voucher Program Section 8 HUD NOTICE TO HOUSING AGENCY AMENDING CONSOLIDATED ANNUAL CONTRIBUTIONS CONTRACT Housing Agency: CA093 CITY OF SANTA ANA HSG AUTH In accordance with Paragraph 2.c. of the Consolidated Annual Contributions Contract between HUD and the HA, you are notified that the funding exhibits of the Consolidated Annual Contributions Contract is hereby revised to add a new funding increment as provided in the attached revised funding exhibit. (This notice adds one or more funding increments listed on the attached funding exhibit.) The revised funding exhibit is attached to this HUD notice. This revised funding exhibit replaces and revises the prior funding exhibit. In accordance with Paragraph 2.d. of the Consolidated Annual Contributions Contract, this HUD notice and the attached funding exhibit constitutes an amendment to the Consolidated Annual Contributions Contract. United States of America Secretary of Housing and Urban Development Date of Document: Authorized Representative Robert H, Boepple, Director 3/3/2023 Financial Management Center Form HUD-52520A(12/97) U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT PIH SECTION 8 - FUNDING EXHIBIT PROGRAM-BASED ACC NUMBER: CA093 FIELD OFFICE: 9DPH CA093 CITY OF SANTA ANA HSG AUTH 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701 HA FISCAL YEAR-END: 06/30 PROGRAM TYPE: HAP-Voucher Program FUNDING FIRST DAY OF LAST DAY OF CONTRACT BUDGET INCREMENT NUMBER TERM TERM TERM AUTHORITY UNITS CA093AF0140 3/1/2021 3/31/2021 1 376,879 NIA CA093VO0231 31112021 3/31/2021 1 3,196,190 2699 CA093AFR420 4/1/2021 4/30/2021 1 64,570 NIA CA093AF0141 4/1/2021 5/31/2021 2 515,068 NIA CA093VO0232 4/1/2021 5/31/2021 2 6,416,114 2699 CA093AF0142 6/1/2021 9130/2021 4 1,036,092 NIA CA093AF0144 9/1/2021 9/30/2021 1 84,017 NIA CA093AF0145 9/1/2021 9/30/202.1 1 84,017 NIA CA093AFR221 9/1/2021 9/30/2021 1 47,351 N/A CA093VO0234 6/1/2021 9/30/2021 4 13,066,437 2699 CA093VOPR20 9/1/2021 9130/2021 1 80,388 NIA CA093AF0143 10/1/2021 10131/2021 1 259,023 NIA CA093VO0235 101112021 10/31/2021 1 3,228,320 2699 CA093AF0147 11/112021 11/30/2021 1 217,884 NIA CA093VO0236 11/112021 11/30/2021 1 3,228,323 2699 CA093AF0148 12/1/2021 12/31/2021 1 217,884 NIA CA093VO0227 1/112021 12/31/2021 12 1 100 CA093VO0228 1/112021 12/31/2021 12 1 100 CA093VO0229 1/112021 12/31/2021 12 1 5 CA093VO0230 111/2021 12/31/2021 12 1 75 CA093VO0233 1/1/2021 12/31/2021 12 1 22 CA093VO0237 12/l/2021 12/31/2021 1 3,228,323 2699 CA093VO0247 12/l/2021 12131/2021 1 47,248 NIA CA093VO0238 11l12O22 1/31/2022 1 3,349,016 2699 CA093AF0149 1/1/2022 2/28/2022 2 601,494 NIA CA093VO0239 2/1/2022 2128/2022 1 2,561,064 2699 CA093VO0240 2/1/2022 2/28/2022 1 787,952 NIA CA093AF0150 3/1/2022 3/31/2022 1 300,747 NIA CA093AFR321 3/1/2022 3/31/2022 1 69,531 NIA Page 2 FUNDING FIRST DAY OF LAST DAY OF CONTRACT BUDGET INCREMENT NUMBER TERM TERM TERM AUTHORITY UNITS CA093VO0222 4/1/2021 3/3112022 12 344,259 25 CA093V00245 3/1/2022 3/31/2022 1 3,349,016 2699 CA093AF0151 4/1/2022 4/30/2022 1 293,659 N/A CA093VO0246 4/1/2022 4/30/2022 1 2,981,408 2699 CA093VO0248 4/1/2022 4/30/2022 1 435,684 N/A CA093VOPR21 41112022 4130/2022 1 110,162 N/A CA093AF0152 511/2022 5/31/2022 1 293,659 N/A CA093AFR421 511/2022 513112022 1 213,399 N/A CA093VO0251 5/l/2022 513112022 1 3,451,783 2699 CA093AF0153 6/1/2022 9/30/2022 4 1,220,404 N/A CA093AFR122 911/2022 9/30/2022 1 78,583 NIA CA093VO0252 6/1/2022 9/30/2022 4 13,347,397 2699 CA093AF0154 10/112022 10/31/2022 1 305,101 NIA CA093AF0155 10/1/2022 10/31/2022 1 28,500 NIA CA093V00253 10/1/2022 10/31/2022 1 3,374,832 2699 CA093AFR222 11/112022 11/30/2022 1 90,438 NIA CA093AF0156 111112022 12/31/2022 2 653,092 N/A CA093VO0241 1/l/2022 12/3112022 12 1 100 CA093VO0242 1/l/2022 12/31/2022 12 1 100 CA093VO0243 111/2022 12/31/2022 12 1 5 CA093VO0244 111/2022 12/31/2022 12 1 75 CA093VO0249 4/1/2022 12/31/2022 9 1 25 CA093VO0250 111/2022 12/31/2022 12 1 21 CA093VO0256 11/1/2022 12/31/2022 2 6,859,827 2699 CA093AF0158 111/2023 1/31/2023 1 750 N/A CA093AF0157 1/1/2023 21280023 2 653,092 N/A CA093AFR322 2/1/2023 2128/2023 1 112,952 N/A CA093VO0257 1/1/2023 2/28/2023 2 7,603,420 2699 CA093AF0159 3/1/2023 3/31/2023 1 330,396 NIA CA093AF0160 3/1/2023 3131/2023 1 45,000 NIA CA093AF0161 3/1/2023 3/31/2023 1 45,000 NIA CA093VO0266 3/1/2023 3/31/2023 1 3,868.744 2699 CA093VO0267 3/1/2023 3/31/2023 1 948,449 NIA CA093VO0254 101112022 9/30/2023 12 623,708 38 CA093VO0255 10/1/2022 9/30/2023 12 376,512 25 CA093VO0258 1/1/2023 12/31/2023 12 1 100 CA093VO0259 111/2023 12/31/2023 12 1 100 CA093VO0260 111/2023 12/31/2023 12 1 5 CA093VO0261 1/1/2023 12/31/2023 12 1 75 CA093VO0262 1/112023 12131/2023 12 1 25 Page 3 FUNDING FIRST DAY OF LAST DAY OF CONTRACT BUDGET INCREMENT NUMBER TERM TERM TERM AUTHORITY UNITS CA093VO0263 1/l/2023 12131/2023 12 1 17 CA093VO0264 10/112023 12/31/2023 3 1 25 CA093VO0265 111I2023 12/3112023 12 17,610 1 EXHIBIT C SCOPE OF WORK L1� CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Services Coordination for Transitional Age Youth and Former Foster Youth An organization who is awarded a contract from responding to this RFP will have a scope of work that is reflective of what is described here and in their RFP proposal, agreed upon and finalized with the Housing Authority of the City of Santa Ana. A. Key Objectives 1. Provide housing navigation and landlord incentive services to assist the Foster Youth to Independence (FYI) voucher holder to lease a rental unit in the private market, 2. After the FYI voucher holder leases a rental unit, provide independent living skills training and life skills supportive services to maintain stable housing and not return to homelessness including: a. Empower youth with practical skills for independent living in their rental unit. b. Foster personal growth, self-advocacy, and community engagement. c. Support participants in achieving educational and employment goals. B. Housing Navigation and Landlord Incentive Services Required The selected provider will be responsible for delivering the following services, including but not limited to: 1. Housing Search Assistance: a. Housing search assistance is a broad term which may include many activities such as but not limited to: i. Helping a family identify and visit potentially available units during their housing search, ii. Helping to find a unit that meets the household's disability-related needs, P iii. Providing transportation and directions, iv. Assisting with the completion of rental applications and PHA forms, and v. Helping to expedite the FYI leasing process for the family. 2. Security DeposittUtility DepositfRental Application/Holding Fees: a. Application fees/non-refundable administrative or processing fees/refundable application deposit assistance: The selected provider may choose to assist the family with some or all these expenses. b. Holding fees: It is not uncommon for an owner to request a holding fee that is rolled into the security deposit after an application is accepted but before a lease is signed. i. The selected provider may cover part or all of the holding fee for units where the fee is required by the owner after a tenant's application has been accepted but before the lease signing. ii. The provider and owner must agree how the holding fee gets rolled into the deposit, and under what conditions the fee will be returned. iii. In general, owners need to accept responsibility for making needed repairs to a unit required by the initial housing quality standards (HQS) inspections and can only keep the holding fee if the client is at fault for not entering into a lease. c. Security deposit assistance: The selected provider may provide security deposit assistance for the family. i. The amount of the security deposit assistance may not exceed the lesser of two months' rent to owner, the maximum security deposit allowed under City of Santa Ana RFP No.25-057A Page 16 of 41 CITY OF SANTA ANA applicable state and/or local law, or the actual security deposit required by the owner. ii. The provider may place conditions on the security deposit assistance, such as requiring the owner or family to return the security deposit assistance to the provider at the end of the family's tenancy (less any amounts retained by the owner in accordance with the lease). iii. Security deposit assistance returned to provider must be used for the same or other eligible uses. d. Utility deposit assistance/utility arrears: The selected provider may provide utility deposit assistance for some or all of the family's utility deposit expenses. i. Assistance can be provided for deposits (including connection fees) required for the utilities to be supplied by the tenant under the lease. In addition, some families may have large balances with gas, electric, water„ sewer, or trash companies that will make it difficult if not impossible to establish services for tenant-supplied utilities. ii. The selected provider may also provide the family with assistance to help address these utility arrears to facilitate leasing. iii. Utility deposit assistance that is returned to the provider must be used for the same or other eligible uses. 3. Landlord Incentive Services: a. Owner recruitment and outreach: The selected provider may conduct owner recruitment and outreach. i. In addition to traditional owner recruitment and outreach, activities may include providing enhanced customer service, and offering owner incentive and/or retention payments b. Owner incentive and/or retention payments: The selected provider may make incentive or retention payments to owners that agree to initially lease their unit to an FYI voucher holder. i. The selected provider may design the owner incentive payment to meet its specific needs (such as, for example, limiting the incentive payments to new owners or owners in high opportunity neighborhoods, or structuring all or part of the payment as a damages or unpaid rent mitigation fund, where the owner receives the mitigation payment only if the security deposit is insufficient to cover damages and other amounts owed under the lease). ii. The selected provider may condition the offer of the owner incentive payment on the owner's agreement to abide by certain terms and conditions. For example, the selected provider could require the owner to agree to contact and work with the family's case manager or other intervention services should lease violations or other tenant-related issues arise during the assisted tenancy before taking action to evict the tenant. 4. Other Activities:. a. Moving expenses (including move-in fees and deposits): The selected provider may provide assistance for some or all of the family's reasonable moving expenses when they initially lease a unit with their FYI voucher. b. Tenant-readiness services: The selected provider may help create customized plans to address or mitigate barriers that individual families may face in renting a unit with an FYI voucher, such as negative credit, lack of credit, negative rental or utility history, or to connect the family to other community resources that can assist with rental arrears. City of Santa Ana RFP No.25-057A Page 17 of 41 1 CITY OF SANTA ANA c. Essential household items: The selected provider may assist the family with some or all of the costs of acquiring essential household items (e.g., tableware, bedding, etc.). d. Renter's insurance if required by the lease: The selected provider may assist the family with some or all of the cost of renter's insurance, but only in cases where the purchase of renter's insurance is a condition of the lease. C. Independent Living Skills Training and Life Skills Supportive Services Required The selected provider will be responsible for delivering the following services, including but not limited to: 1. Independent Living Skills Training: a. Household Management: Training on meal planning, cooking, cleaning, laundry, and home safety. b. Financial Literacy: Budgeting, banking, bill payment, credit management, and savings strategies. c. Personal Care and Health Management: Hygiene, grooming, dressing skills, and health maintenance. d. Time Management and Organization e. Transportation Skills: Guidance on using public transportation, route planning, and obtaining driver's licenses when applicable. 2. Life Skills Development: a. Employment Preparation: Career exploration, resume writing, job search strategies, interview preparation, and workplace etiquette, b. Educational Support: Assistance with GED preparation, college applications, financial aid navigation, and vocational training opportunities. c. Self-Advocacy: Decision-making skills, problem solving techniques, and accessing community resources. d. Social Skills: Training to build healthy relationships and community connections. e. Workshops: Organize and conduct regular workshops on various life skills topics such as communication skills, conflict resolution, stress management, and healthy relationships. 3. Comprehensive Case Management Services: a. Conduct initial assessments to identify individual needs and goals. b. Develop personalized service plans. c. Provide ongoing support and regular check-ins to ensure goal achievement. d. Coordination with local agencies for additional support services as needed. e. Work with participants to create comprehensive self-sufficiency plans. f. Assist in setting and achieving goals related to housing, education, and career. D. Reports 1. Contractor shall submit a Quarterly Homeless Housing, Assistance, and Prevention Program (HHAP) Funds Report to the Housing Authority Coordinator thirty (30) days following the end of each quarter as listed below: Quarter Due Dates Quarter 1: July 1, 2025 —Se tember 30, 2025 October 31, 2025 Quarter 2: October 1, 2025 — December 31, 2025 January 31, 2026 Quarter 3: January 1, 2026— March 30, 2026 Aril 30, 2026 Quarter 4: April 1, 2026—June 30, 2026 July 31, 2026 Quarter 1: July 1, 2026—September 30, 2026 October 31, 2026 City of Santa Ana RFP No.25-057A Page 18 of 41 CITY OF SANTA ANA Quarter 2: October 1, 2026 — December 31, 2026 January 31, 2027 Quarter 3: January 1, 2027 — March 30, 2027 Aril 30, 2027 Quarter 4: April 1, 2027—June 30, 2027 July 31, 2027 Quarter 1: July 1, 2027 — September 30, 2027 October 31, 2027 Quarter 2: October 1, 2027— December 31, 2027 January 31, 2028 Quarter 3: January 1, 2028— March 30, 2028 Aril 30, 20278 Quarter 4: April 1, 2028—June 30, 2028 July 31, 2028 2. Contractor shall provide a Quarterly HHAP Funds Report to mhodson@santa-ana.org that includes the following information: a. Specific uses and expenditures of any HHAP funds broken out by eligible uses listed; b. The number of homeless individuals served; c. The type of housing assistance provided, broken out by the number of individuals; and d. Outcome data for individual served including the type of housing that an individual exited to, the percent of successful housing exits, and exit types for unsuccessful housing exits. E. Additional Reporting Requirements 1. All service outcome data shall be entered and tracked in the Homeless Management Information System (HMIS) 2. Monthly financial reports detailing funds obligated and expended 3. Annual comprehensive report on program achievements, challenges, and financial summary F. Timeline The program is expected to run for 3 years, from August 19, 2025 to August 18, 2028 or until funds are depleted, with the option for a one-year extension. The selected provider will be expected to start services within 6 weeks of contract award and approval by City Council, whichever comes later. Regular updates will be required as per the reporting schedule outlined in the contract. G. Compensation Contractor shall be compensated for the services provided under this Agreement on a cost reimbursement basis as follows: • The maximum amount for this Agreement for the period of August 19, 2025, through August 18, 2028 shall not exceed $632,839. City of Santa Ana RFP No.25-057A Page 19 of 41 EXHIBIT D FEDERAL REGULATIONS a. Federal Regulations—Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations. b. Debarment and Suspension—As required by Executive Orders 12549 and 12689, and 2 CFR§200,212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CONTRACTOR, the grant agency and/or their duly authorized representatives for a period of three(3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled,whichever is later, Recipient shall preserve and maintain all documents,papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to Contractor and the agency from which Contractor received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports -Recipient shall provide to Contractor all records and information requested by Contractor for inclusion in quarterly reports and such other reports or records as Contractor may be required to provide to the agency from which Contractor received grant funds or other persons or agencies. e. Section_504 of the Rehabilitation Act of 1973 (Handicapped-All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity-None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h.No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt 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 any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i.Non-Discrimination and Equal Opportunity- Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A,Title II of the Americans with Disabilities Act(ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion., national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CONTRACTOR which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs,U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity-Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled"Equal Employment Opportunity,"as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations(41 CFR, Subtitle B, Chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients)will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. 1. Copeland Anti-Kickback Act- Recipient will comply, and all its contractors and subcontractors (or subrecipients) shall comply, with all requirements of the Copeland "Anti-Kickback" Act(40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. (1) Outside Contractor— Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. Part. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts—Outside contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3)Breach---A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. in. Davis-Bacon Act -Recipient will comply, and all its contractors (or subrecipients)will comply,with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. Contractors are required to pay wages to laborers and mechanics at a rate no less than the prevailing wages specified in a wage determination made by the Secretary of Labor. Additionally, contractors are required to pay wages not less than once a week. n. Work Hours and Safety-Recipient will comply, and all its contractors (or subrecipients)will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Clean Air Act-Recipient will comply, and all its contractors (or subrecipients)will comply, with all applicable standards, orders or requirements issued under the Clean Air Act(42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation- Recipient will comply, and all its contractors(or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act(42 U.S.C. 6201), as applicable. q. Waste Disposal -Recipient will comply, and all its contractors(or subrecipients)will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Rights -Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR Part 401 and any other implementing regulations, as applicable, s. Copyrigh - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency(SAA) and Contractor reserve a royalty-free, non-exclusive, and irrevocable license to reproduce,publish or otherwise use, and to authorize others to use, for federal government, SAA and/or Contractor purpose: (1)the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and Contractor's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143- 1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract(or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (1)Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities). (2)For the purpose of public safety, security of government facilities,physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities). (3)Telecommunications or video surveillance services provided by such entities or using such equipment. (4)Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. u. Domestic preferences for procurements (2 CFR 200.322) -Recipient agrees that as appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods,products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this provision: "produced in the United States"means, for iron and steel products,that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and"manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. v. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.1i.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows: (1)The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color,religion, sex, sexual orientation, gender identity, or national origin. Such action shall include,but not be limited to the following: Employment, upgrading, demotion, or transfer;recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2)The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3)The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information,unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6)The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8)The contractor will include the portion of the sentence immediately preceding paragraph(1) and the provisions of paragraphs (1) through(8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. EXHIBIT E COMPENSATION 10rangewood Cost Proposal & Budget #Orangewood FOUNDATION 2. COST PROPOSAL For the fixed rate of$632,839 over a three-year period, Orangewood Foundation proposes to provide support to TAY who have been awarded FYI housing vouchers from SAHA. Leveraging existing contract funding from SSA for our Independent Living Program, Orangewood will offer individualized case management, independent living skills training and workshops, engaging events, housing planning and navigation support, resource referrals and linkages, and peer mentorship to all TAY who have been issued a FYI voucher by SAHA over the three-year contract period. $632,839 in contract funding from the City of Santa Ana will be utilized as follows: • Orangewood will designate $54,000/year in funding over three years to provide short- term housing placement in a hotel, motel, or other temporary accommodations to TAY until they can secure and move into homes with their newly issued FYI vouchers. We anticipate that six TAY households per year will benefit from the short-term housing placement funds. • Orangewood will also designate $42,000/year in funding over three years to provide housing stabilization support to TAY with FYI vouchers who are experiencing financial challenges. This housing stabilization support can take many fortes, including moving assistance,purchase of furniture and other household items, car repairs, and emergency rental assistance. Orangewood anticipates that 28 TAY households per year will benefit from this housing stabilization support. • For the first two years of the contract period, Orangewood will devote $150,000/year to subcontracting with Orange County United Way for their WelcomeHome OC landlord incentive program to support 25 TAY households with SAHA-issued FYI vouchers each year in securing rental housing from property owners and operators that will accept their vouchers. The $150,000/year subcontract with United Way will be spent as follows over the first two years: a $24,600/year for 0.25 FTE Senior Navigation Specialist to assist 25 TAY per year in finding housing with their FYI vouchers; Q $24,600/year for 0.25 FTE Housing Stabilization Specialist to collaborate with Orangewood in supporting TAY in maintaining stability once they are housed; o $24,600/year for 0.25 FTE Senior Property Engagement Specialist to outreach to, engage with, and steward relationships with property owners and operators to convince them to rent with TAY with FYI vouchers; o $11,070/year for 0.10 FTE Program Manager to lead the WelcomeHome OC's program team in this collaborative project with Orangewood benefiting TAY with SAHA-issued FYI vouchers; Orangewood Foundation Services Coordination for TAY and Former Foster Youth,RFP#25-057A Page 19 a $34,875/year for security deposits ($14,375), application fees ($281), unit holding fees ($8,438),property owner bonuses ($1,500), moving costs and other flexible assistance ($9,375), and renter's insurance ($906)for approximately six TAY per year who are not MediCal eligible and therefore do not have access to the CaIAIM move-in and housing deposit funds; o $3,750/year for mitigation funds to cover property damages and other tenancy- related losses incurred by landlords as a result of their rental to TAY with FYI vouchers, which historically is only incurred for only 5% of participants; o $12,869 for program implementation expenses, including outreach to property owners and operators, marketing, and IT support; and o $13,636 for 10% indirect costs incurred by United Way in operating this program. • Orangewood has budgeted for a 7.6257% indirect cost rate, amounting to $44,839 over three years. Orangewood requests that$264,759 be disbursed in Year One, $264,759 in Year Two, and $103,321 in Year Three. Orangewood Foundation Services Coordination for TAY and Former Foster Youth,RFP#25-057A Page 20 PROGRAM BUDGET Organization Name: Orangewood Foundation Project Title: Services Coordination for Transitional Age Youth and Former Foster Youth Project Start Date: 7 l/25 Project End Date: 6/30128 Total Program Budget Year I I Year 2 1 Year TOTAL Funding from City of Santa Ana R 264,759 $ 264,759 $ 103,321 $ 632,839 Direct Ex enses Mort-I erm Housing Placement Funds tor TA? to need of short-term placement m a hotel, motel,or other temporary accommodations until they can move into their own homes with their FYI vouchers-averaging$9,000 per TAY household for 2-3 months of short-term $ �4,000 $ 54,000 $ 54,000 $ 162,000 housing x 6 TAY households/year. Housing Stability Funds for TAY with SAHA-issued FYI vouchers who need financial assistance to cover moving costs,household furnishings,rent payments,car repairs,or other emergency expenses in order to attain and maintain housing stability-averaging $ 42,000 $ 42,000 $ 42,000 $ 126,000 $1,500 per TAY household x 28 TAY households/year. Subtotal for Direct Ec enses 96,000 96,000 96,000 288.000 Subcontractor Expenses Subcontract with Orange County United Way to provide housing placement support to 25 TAY households with FYI vouchers per year x 2 years.Includes costs for 0.85 FTE WelcomeHome OC staff to support housing navigation,housing stabilization,and property engagement services as well as program management;costs for security deposits,application fees,unit holding fees,property owner bonuses,and renter's insurance for 25%of TAY with $ 150,1)00 $ 150,000 $ 300,000 newly issued FYI vouchers who aren't CalOptima Health members and aren't eligible for housing deposit assistance through CalAIM program;mitigation fund to cover rental damages by 5%of households;outreach,marketing,and IT support for the WelcomeHome OC program;and a 10%indirect cost rate for United Way's administration of this program. Subtotaffor Subcontractor Er enses $ 150,000 150,000 300,000 Subtotal for Direct Expenses and Subcontractor Expenses 2 6,000 246,OOfl 96,000 588,000 Indirect Rate 1 7.6257%j $ 18,759 $ 18,759 7,321 $ 44,839 Subtotal tt rth Indirect $ 264,759 $ 264.759 $ 103,321 632,$39 TOTAL $ 264,759 $ 264,759 $ 103,321 $ 632,839 Page 21 Subcontractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Subcontractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • 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 $1,000,000 per occurrence and$2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of$1,000,000. In the event Subcontractor does not maintain commercial automobile liability insurance, Contractor will accept evidence of personal automobile insurance with existing limits, which can be lower than$1,000,000. • Workers' Compensation (WIC): 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, per employee, per policy for bodily injury or disease. This requirement can be waived if Subcontractor has no employees. If Subcontractor maintains broader coverage and/or higher limits than the minimums shown above, Contractor requires and shall be entitled to the broader coverage and/or the higher limits maintained by Subcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Contractor. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Subcontractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against Contractor, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Subcontractor for Contractor. 3. All required insurance policies: For any claims related to this contract, Subcontractor's insurance coverage shall be primary and any insurance maintained by Contractor, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Subcontractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits,non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to Contractor. Ten(10) days prior written notice shall be provided to Contractor for policy cancellation or non-renewal due to non-payment. b, Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Community Development Agency, Executive Director, 20 Civic Center Plaza,M-25, Santa Ana, CA 92701. The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the Contractor. Contractor may require Subcontractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII,unless otherwise acceptable to Contractor. Verification of Coverage Subcontractor shall furnish Contractor 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 Contractor before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Subcontractor's obligation to provide them. Contractor reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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 work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion 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, Company must purchase "extended reporting" coverage for a minimum of three(3) years after completion of work. Subcontractors Subcontractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Subcontractor shall ensure that Contractor is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances Contractor reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. A R" CERTIFICATE OF LIABILITY INSURANCE DATE(MM`DO1YYYY) 6/29/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ICONTACT Arthur J. Gallagher Risk Management Services, LLC PHONE Jenn Kim Fax 500 N Brand Boulevard, Suite 100 •818.539.8611 Arc No).818,539,8711 Glendale CA 91203 ADDRESS: Jenny_Kim@aig.com INSURERS AFFORDING COVERAGE NAIC it License#:OD69293 INSURER A:Manufacturers Alliance Insurance Company 36897 INSURED FDNOR00001 INSURERB;Pennsylvania Manufacturers Assoc Ins Cc 12262 Orangewood Foundation 1575 E. 17th Street INSURER c:Service American Indemnity Company 39152 Santa Ana, CA 92705 INSURER D:Hudson Excess Insurance Company 14484 INSURER E; ENSURER F; COVERAGES CERTIFICATE NUMBER:1132692157 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,— IN_SR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTRPOLICY NUMBER MMIDDIYYYY MMIDD/YY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 302501 1595735 3/112025 3/1/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREMISES(Ea oNccurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 X POLICY El PRO- JECT LOC PRODUCTS-COMP/OP AGG $3,000,000 OTHER: A AUTOMOBILE LIABILITY Y Y 302501 1595735 3/1/2025 3/1/2028 EOa eac ffD SINGLE LIMIT $1,000,000 Ix ANY AUTO BODILY INJURY(Per persDh) $ OWNED SGHEOULEDAUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ Cam!Coll Deductible $500/$500 B X UMBRELLA LIAB X OCCUR 602501 1505735 3/1/2025 3/1/2026 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 bEp RETENTION$ $ C WORKERS COMPENSATION Y SATIS0599500 3/1/2025 3/1/2026 X AND EMPLOYERS'LIABILITY YIN STATUTE " ATUTE ER ANYPROPRIETORIPARTNERlEXECUTIVE E.L.EACH ACCIDENT OFFICERIMEMBEREXCLUDED? NIA $1,000,000 (yes.dory be under E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 O Directors&Oflicers Liabllky HFP-HE-NPP-12635 3/1/2025 3/1/2026 Per Claim $3,000,000 Retention $25,000 EPL Retention $75,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES tACORb 101,Addilional Remarks Schedule,may be attached if more space Is required) Policy:Professional liability Policy#:302501 1695735 Relro Date:41112024 TU Tldrl ni9'r''1"Ignedby Carrier:Manufacturers Alliance Insurance Company Il.nl,n Polley Term:3/112025 To 3/112026 Dat.:2025A M Nguyen 14a703-0100' Per Claim:$1,000,0001 Aggregate:$3,000,000 Retro date:4/1/2024 See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Santa Alfa ACCORDANCE WITH THE POLICY PROVISIONS, Attention: Community Development Agency 20 Civic Center Plaza, M-25 AUTHORIZEDRE1:;�7 Santa Ana CA 92701 R� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: FDNOR00001 LOC#: Ac" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J.Gallagher Risk Management Services,LLC Orangewood Foundation 1575 E.17th Street POLICY NUMBER Santa Ana,CA 92705 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Policy: Improper Sexual Conduct Policy#:302501 1696735 Carrier:Manufacturers Alliance Insurance Company Policy Term:3/1/2026 To 3/1/2026 Per Claim:$1,000,000 1 Aggregate:$1,000,000 Policy:Commercial Property Polio y#:PHPK2662710-001 Carrier:Philadelphia Indemnity Insurance Company Policy Term:311/2025 To 31112026 Blanket Limits: Personal Property:Amount of Insurance:$1,282,6001 Deductible:$10,000 Business Income with Extra Expense:Amount of insurance:$3,223,0001 Deductible:72 Hours Building:Amount of Insurance:$72,767,1521 Deductible:$10,000 Policy:Cyber Liability(covers network security and privacy liability) Policy*PLM-CB-SOGBSEONS-003 Carrier:Palomar Excess and Surplus Insurance Company Policy Term:3/112025 To 31112026 Limit:$1,000,0001 Retention:$10,000 Retro Dates:Full Prior Acts. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are named additional insured on General Liability and Auto Liability with respect to the operations of the named insured.Waiver of Subrogation on General Liability,Auto Liability and Worker compensation applies in favor of additional insured. i I i ACORD 101 (2408101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD i WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT— CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium forthis endorsement shall be See Below% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization City of Santa Ana Job Description Attention: Community Development Agency 20 Civic Center Plaza, M-25 Santa Ana CA 92701 Specific Waiver is $200 Flat Charge This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Date:0 6/2 5/2 0 2 5 Policy No. SAT I S 0 5 9 9 5 0 0 Endorsement No. Policy Effective Date: 03/01/2025 to 03/01/2026 Premium $ Insured: Orangewood Foundation D BA: Carrier Name 1 Code: Service American Indemnity Company Countersigned by WC 04 03 06 (Ed. 4-84) Page 1 of 1 Policy Number: 302601 1595735 COMMERCIAL AUTO CA 00 01 11 20 BUSINESS AUTO COVERAGE FORM Various provisions in this Policy restrict coverage. SECTION I—COVERED AUTOS Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos" that duties and what is and is not covered. are covered "autos" for each of your coverages. The Throughout this Policy, the words "you" and "your" following numerical symbols describe the "autos" that refer to the!Named Insured shown in the Declarations. may be covered "autos". The symbols entered next to The words "we", "us" and "our" refer to the company a coverage on the Declarations designate the only providing this insurance. "autos"that are covered "autos". Other words and phrases that appear in quotation A. Description Of Covered Auto Designation marks have special meaning. Refer to Section V — Symbols Definitions. Symbol Description Of Covered Auto Designation Symbols 1 An "Auto" 2 Owned"Autos" Only those "autos" you own (and for Covered Autos Liability Coverage any Only "trailers" you don't own while attached to power units you own). This includes those"autos"you acquire ownership of after the Policy begins. 3 Owned Private Only the private passenger autos you own. This includes those private Passenger passenger"autos"you acquire ownership of after the Policy begins. "Autos"Only 4 Owned Only those "autos" you own that are not of the private passenger type (and for "Autos"Other Covered Autos Liability Coverage any "trailers" you don't own while attached to Than Private power units you own). This includes those "autos" not of the private passenger Passenger type you acquire ownership of after the Policy begins. "Autos"Only 5 Owned"Autos" Only those "autos" you own that are required to have no-fault benefits in the state Subject To where they are licensed or principally garaged. This includes those "autos" you No-fault acquire ownership of after the Policy begins provided they are required to have no- fault benefits in the state where they are licensed or principally garaged. 6 Owned"Autos" Only those "autos" you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory Motorists Coverage: This includes those"autos"you acquire ownership of after the Uninsured Policy begins provided they are subject to the same state uninsured motorists Motorists Law requirement. 7 Specifically Only those "autos" described in Item Three of the Declarations for which a Described premium charge is shown (and for Covered Autos Liability Coverage any "trailers" "Autos" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those"autos"you lease, hire, rent or borrow. This does not include any"auto" Only you lease, hire, rent or borrow from any of your"employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Non-owned Only those "autos" you do not own, lease, hire, rent or borrow that are used in "Autos"Only connection with your business. This includes "autos" owned by your"employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households but only while used in your business or your personal affairs. i CA 00 01 11 20 ©Insurance Services Office, Inc.,2019 Page 1 of 13 INSUREDCOPY 19 Mobile Only those"autos"that are land vehicles and that would qualify under the definition Equipment of"mobile equipment" under this Policy if they were not subject to a compulsory or Subject To financial responsibility law or other motor vehicle insurance law where they are Compulsory Or licensed or principally garaged. Financial Responsibility Or Other Motor Vehicle Insurance Law Onl B. Owned Autos b. Repair; 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered c. Servicing; next to a coverage in Item Two of the d. "Loss'; or Declarations, then you have coverage for "autos" that you acquire after the policy period e. Destruction. begins of the type described for the remainder SECTION II—COVERED AUTOS LIABILITY of the policy period. COVERAGE 2. But, if Symbol 7 is entered next to a coverage A. Coverage in Item Two of the Declarations, an "auto" you We will pay all sums an "insured" legally must pay acquire after the policy period begins will be a as damages because of"bodily injury" or"property covered auto for that coverage only if: damage" to which this insurance applies, caused a. We already cover all "autos" that you own by an "accident" and resulting from the ownership, for that coverage or it replaces an "auto" maintenance or use of a covered "auto". you previously owned that had that We will also pay all sums an "insured" legally must coverage; and pay as a "covered pollution cost or expense" to b. You tell us within 30 days after you acquire which this insurance applies, caused by an it that you want us to cover it for that "accident" and resulting from the ownership, coverage. maintenance or use of covered "autos". However, 3. An "auto" that is leased or rented to you we will only pay for the "covered pollution cost or without a driver, under a written agreement for expense" if there is either "bodily injury" or a continuous period of at least six months that "property damage" to which this insurance applies requires you to provide primary insurance that is caused by the same"accident". covering such "auto", will be considered a We have the right and duty to defend any covered "auto"you own. "insured" against a "suit" asking for such damages C. Certain Trailers, Mobile Equipment And or a "covered pollution cost or expense". However, Temporary Substitute Autos we have no duty to defend any"insured" against a If Covered Autos Liability Coverage is provided by "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or this Coverage Form, thefollowing types of expense" to which this insurance does not apply. vehicles are also covered autos for Covered We may investigate and settle any claim or "suit" Autos Liability Coverage: as we consider appropriate. Our duty to defend or 1. "Trailers" with a registered Gross Vehicle settle ends when the Covered Autos Liability Weight Rating of 3,000 pounds or less Coverage Limit of Insurance has been exhausted designed primarily for travel on public roads. by payment of judgments or settlements. 2. "Mobile equipment" while being carried or 1. Who Is An Insured towed by a covered "auto". The following are"insureds": 3. Any "auto" you do not own while used with the a. You for any covered"auto". permission of its owner as a temporary substitute for a covered "auto" you own that is b• Anyone else while using with your out of service because of its: permission a covered "auto" you own, hire a. Breakdown; or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". Page 2 of 13 © Insurance Services Office, Inc., 2019 CA 00 01 1120 INSURED COPY This exception does not apply if the (6) All interest on the full amount of any covered "auto" is a "trailer" connected to judgment that accrues after entry of the a covered"auto"you own. judgment in any "suit" against the (2) Your"employee" if the covered "auto" is "insured"we defend, but our duty to pay owned by that "employee" or a member interest ends when we have paid, of his or her household. offered to pay or deposited in court the part of the judgment that is within our (3) Someone using a covered "auto" while Limit of Insurance. he or she is working in a business of These payments will not reduce the Limit of selling, servicing, repairing, parking or Insurance. storing "autos" unless that business is yours. b. Out-of-state Coverage Extensions (4) Anyone other than your "employees", While a covered "auto" is away from the partners (if you are a partnership), state where it is licensed, we will: members (if you are a limited liability (1) Increase the Limit of Insurance for company) or a lessee or borrower or Covered Autos Liability Coverage to any of their "employees", while moving meet the limits specified by a property to or from a covered"auto". compulsory or financial responsibility (6) A partner (if you are a partnership) or a law of the jurisdiction where the covered member (if you are a limited liability "auto" is being used. This extension company)for a covered"auto" owned by does not apply to the limit or limits him or her or a member of his or her specified by any law governing motor household. carriers of passengers or property. c. Anyone liable for the conduct of an (2) Provide the minimum amounts and "insured" described above but only to the types of other coverages, such as no- extent of that liability. fault, required of out-of-state vehicles by 2. Coverage Extensions the jurisdiction where the covered "auto" is being used. a. Supplementary Payments We will not pay anyone more than once for We will pay for the"insured": the same elements of loss because of (1) All expenses we incur. these extensions. (2) Up to $2,000 for cost of bail bonds B. Exclusions (including bonds for related traffic law This insurance does not apply to any of the violations) required because of an following: "accident" we cover. We do not have to 1. Expected Or Intended Injury furnish these bonds. (3) The cost of bonds to release "Bodily injury" or "property damage" expected or intended from the standpoint of the attachments in any suit against the "insured". Insured we defend, but only for bond amounts within our Limit of Insurance. 2. Contractual (4) All reasonable expenses incurred by the Liability assumed under any contract or "insured"at our request, including actual agreement. loss of earnings up to $250 a day But this exclusion does not apply to liability for because of time off from work. damages: (6) All court costs taxed against the a. Assumed in a contract or agreement that is "insured" in any "suit" against the an "insured contract", provided the "bodily "insured" we defend.. However, these injury" or "property damage" occurs payments do not include attorneys' fees subsequent to the execution of the contract or attorneys' expenses taxed against the or agreement; or "Insured". j i CA 00 01 1120 ©Insurance Services Office, Inc., 2019 Page 3 of 13 INSURED COPY b. That the "insured" would have in the 7. Handling Of Property absence of the contract or agreement. "Bodily injury" or "property damage" resulting 3. Workers'Compensation from the handling of property: Any obligation for which the "insured" or the a. Before it is moved from the place where it is "insured's" insurer may be held liable under accepted by the "insured" for movement any workers' compensation, disability benefits into or onto the covered "auto'; or or unemployment compensation law or any b. After it is moved from the covered "auto" to similar law. the place where it is finally delivered by the 4. Employee Indemnification And Employer's "insured". Liability 8. Movement Of Property By Mechanical "Bodily injury"to: Device a. An "employee" of the "insured" arising out "Bodily injury" or "property damage" resulting of and in the course of: from the movement of property by a (1) Employment by the"insured'; or mechanical device (other than a hand truck) unless the device is attached to the covered (2) Performing the duties related to the "auto". conduct of the"insured's"business; or b. The spouse, child, parent, brother or sister 9 Operations of that "employee" as a consequence of "Bodily injury" or"property damage" arising out Paragraph a. above. of the operation of: This exclusion applies: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile (1) Whether the "insured" may be liable as equipment"; or an employer or in any other capacity; and b. Machinery or equipment that is on, attached to or part of a land vehicle that would (2) To any obligation to share damages with qualify under the definition of "mobile or repay someone else who must pay equipment" if it were not subject to a damages because of the injury. compulsory or financial responsibility law or But this exclusion does not apply to "bodily other motor vehicle insurance law where it injury" to domestic "employees" not entitled to is licensed or principally garaged. workers' compensation benefits or to liability 10. Completed Operations assumed by the "insured" under an "insured contract". For the purposes of the Coverage "Bodily injury" or"property damage" arising out Form, a domestic "employee" is a person of your work after that work has been engaged in household or domestic work completed or abandoned. performed principally in connection with a In this exclusion, your work means: residence premises. a. Work or operations performed by you or on 5. Fellow Employee your behalf; and "Bodily injury"to: b. Materials, parts or equipment furnished in a. Any fellow "employee" of the "insured" connection with such work or operations. arising out of and in the course of the fellow Your work includes warranties or "employee's" employment or while representations made at any time with respect performing duties related to the conduct of to the fitness, quality, durability or performance your business; or of any of the items included in Paragraph a. or b. The spouse, child, parent, brother or sister b.above. of that fellow"employee" as a consequence Your work will be deemed completed at the of Paragraph a. above. earliest of the following times: 6. Care, Custody Or Control (1) When all of the work called for in your "Property damage"to or"covered pollution cost contract has been completed; or expense" involving property owned or (2) When all of the work to be done at the transported by the "insured" or in the site has been completed if your contract "insured's" care, custody or control. But this calls for work at more than one site; or exclusion does not apply to liability assumed under a sidetrack agreement. Page 4 of 13 ©Insurance Services Office, Inc., 2019 CA 00 01 1120 INSURED COPY (3) When that part of the work done at a job Paragraphs b. and c. above of this exclusion site has been put to its intended use by do not apply to "accidents" that occur away any person or organization other than from premises owned by or rented to an another contractor or subcontractor "insured" with respect to "pollutants" not in or working on the same project. upon a covered "auto"if: Work that may need service, maintenance, (a) The "pollutants" or any property in correction, repair or replacement, but which is which the "pollutants" are contained otherwise complete, will be treated as are upset, overturned or damaged as completed. a result of the maintenance or use of 11. Pollution a covered "auto"; and "Bodily injury" or"property damage" arising out (b) The discharge, dispersal, seepage, of the actual, alleged or threatened discharge, migration, release or escape of the dispersal, seepage, migration, release or pollutants is caused directly by such upset, overturn or damage. escape of"pollutants": a. That are, or that .are contained in any 12. War property that is: 'Bodily injury" or "property damage" arising (1) Being transported or towed by, handled directly or indirectly out of: or handled for movement into, onto or a. War, including undeclared or civil war; from the covered"auto'; b. Warlike action by a military force, including (2) Otherwise in the course of transit by or action in hindering or defending against an on behalf of the"insured'; or actual or expected attack, by any (3) Being stored, disposed of, treated or government, sovereign or other authority processed in or upon the covered using military personnel or other agents; or "auto'; c. Insurrection, rebellion, revolution, usurped b. Before the "pollutants" or any property in power or action taken by governmental which the "pollutants" are contained are authority in hindering or defending against moved from the place where they are any of these. accepted by the "insured" for movement 13. Racing into or onto the covered "auto"; or Covered "autos"while used in any professional c. After the "pollutants" or any property in or organized racing or demolition contest or which the "pollutants" are contained are stunting activity, or while practicing for such moved from the covered "auto" to the place contest or activity. This insurance also does where they are finally delivered, disposed of not apply while that covered "auto" is being or abandoned by the"insured". prepared for such a contest or activity. Paragraph a. above does not apply to fuels, 14. Unmanned Aircraft lubricants, fluids, exhaust gases or other "Bodily injury" or"property damage" arising out similar"pollutants"that are needed for or result of the ownership, maintenance or use of from the normal electrical, hydraulic or "unmanned aircraft". mechanical functioning of the covered "auto"or C. Limit Of Insurance its parts if: (1} The "pollutants" escape, seep, migrate Regardless of the number of covered "autos", o "insureds", premiums paid, claims made or r are discharged, dispersed or released directly from an "auto" part designed by vehicles involved in the "accident", the most we its manufacturer to hold, store, receive will pay for the total of all damages and "covered or dispose of such "pollutants'; and pollution cost or expense" combined resulting from an one "accident" is the Limit Of Insurance for 2 The"bodily injury", "property damage"or Y O Y g �� Covered Autos Liability Coverage shown in the covered pollution cost or expense Declarations. does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment". �I I CA 00 01 11 20 ©Insurance Services Office, Inc., 2019 Page 5 of 13 INSURED COPY I All "bodily injury", "property damage"and "covered 3. Glass Breakage--Hitting A Bird Or Animal— pollution cost or expense" resulting from Falling Objects Or Missiles continuous or repeated exposure to substantially If you carry Comprehensive Coverage for the the same conditions will be considered as damaged covered "auto", we will pay for the resulting from one"accident". following under Comprehensive Coverage: No one will be entitled to receive duplicate payments for the same elements of "loss" under a. Glass breakage; this Coverage Form and any Medical Payments b. "Loss" caused by hitting a bird or animal; Coverage endorsement, Uninsured Motorists and Coverage endorsement or Underinsured Motorists c. "Loss"caused by falling objects or missiles. Coverage endorsement attached to this Coverage However, you have the option of having glass Part. breakage caused by a covered "auto's" SECTION III--PHYSICAL DAMAGE COVERAGE collision or overturn considered a "loss" under A. Coverage Collision Coverage. 1. We will pay for"loss" to a covered "auto" or its 4. Coverage Extensions equipment under: a. Transportation Expenses a. Comprehensive Coverage We will pay up to $30 per day, to a From any cause except: maximum of $900, for temporary (1) The covered "auto's" collision with transportation expense incurred by you because of the total theft of a covered another object; or "auto" of the private passenger type. We (2) The covered"auto's"overturn. will pay only for those covered "autos" for b. Specified Causes Of Loss Coverage which you carry either Comprehensive or Specified Causes Of Loss Coverage, We Caused by: will pay for temporary transportation (1) Fire, lightning or explosion; expenses incurred during the period (2) Theft; beginning 48 hours after the theft and ending, regardless of the Policy's (3) Windstorm, hail or earthquake; expiration, when the covered "auto" is (4) Flood; returned to use or we pay for its"loss". (5) Mischief or vandalism; or b. Loss Of Use Expenses (6) The sinking, burning, collision or For Hired Auto Physical Damage, we will derailment of any conveyance pay expenses for which an "insured" transporting the covered"auto". becomes legally responsible to pay for loss c. Collusion Coverage of use of a vehicle rented or hired without a driver under a written rental contract or Caused by: agreement. We will pay for loss of use (1) The covered "auto's" collision with expenses if caused by: another object; or (1) Other than collision only if the (2) The covered"auto's"overturn. Declarations indicates that 2. Towing And Labor Comprehensive Coverage is provided for any covered "auto"; We will pay up to the limit shown in the (2) Specified Causes of Loss only if the Declarations for towing and labor costs Declarations indicates that Specified incurred each time a covered "auto" that is a Causes Of Loss Coverage is provided private passenger type, light truck or medium for any covered "auto"; or truck is disabled. However, the labor must be performed at the place of disablement. Page 6 of 13 ©Insurance Services Office, Inc., 2019 CA 00 01 1120 INSURED COPY (3) Collision only if the Declarations 4, We will not pay for "loss" to any of the indicates that Collision Coverage is following: provided for any covered "auto'. a. Tapes, records, discs or other similar audio, However, the most we will pay for any visual or data electronic devices designed expenses for loss of use is $30 per day, to for use with audio, visual or data electronic a maximum of$900. equipment. B. Exclusions b. Any device designed or used to detect 1. We will not pay for"loss"caused by or resulting speed-measuring equipment, such as radar from any of the following. Such "loss" is or laser detectors, and any jamming excluded regardless of any other cause or apparatus intended to elude or disrupt event that contributes concurrently or in any speed-measuring equipment. sequence to the"loss". c. Any electronic equipment, without regard to a. Nuclear Hazard whether this equipment is permanently installed, that reproduces, receives or (1) The explosion of any weapon employing transmits audio, visual or data signals. atomic fission or fusion; or d. Any accessories used with the electronic (2) Nuclear reaction or radiation, or equipment described in Paragraph c. radioactive contamination, however above. caused. 6. Exclusions 4.c. and 4.d. do not apply to b. War Or Military Action equipment designed to be operated solely by (1) War, including undeclared or civil war; use of the power from the "auto's" electrical (2) Warlike action by a military force, system that, at the time of"loss", is: including action in hindering or a. Permanently installed in or upon the defending against an actual or expected covered "auto"; attack, by any government, sovereign or b. Removable from a housing unit which is other authority using military personnel permanently installed in or upon the or other agents; or covered"auto"; (3) Insurrection, rebellion, revolution, c. An integral part of the same unit housing usurped power or action taken by any electronic equipment described in governmental authority in hindering or Paragraphs a.and b. above; or defending against any of these. d. Necessary for the normal operation of the 2. We will not pay for"loss"to any covered "auto" covered "auto" or the monitoring of the while used in any professional or organized covered "auto's"operating system. racing or demolition contest or stunting activity, 6. We will not pay for "loss" to a covered "auto" or while practicing for such contest or activity. due to"diminution in value". We will also not pay for "loss" to any covered "auto" while that covered "auto" is being C. Limits Of Insurance prepared for such a contest or activity. 1. The most we will pay for: 3. We will not pay for"loss"due and confined to: a. "Loss" to any one covered "auto" is the a. Wear and tear, freezing, mechanical or lesser of: electrical breakdown. (1) The actual cash value of the damaged b. Blowouts, punctures or other road damage or stolen property as of the time of the to tires. 'loss"; or This exclusion does not apply to such "loss" (2) The cost of repairing or replacing the resulting from the total theft of a covered damaged or stolen property with other "auto". property of like kind and quality. i i i CA 00 01 1120 ©Insurance Services Office, Inc., 2019 Page 7 of 13 INSURED COPY i b. All electronic equipment that reproduces, SECTION IV—BUSINESS AUTO CONDITIONS receives or transmits audio, visual or data The following conditions apply in addition to the signals in any one "loss" is $1,000, if, at the Common Policy Conditions: time of"loss", such electronic equipment is; (1) Permanently installed in or upon the A. Loss Conditions covered "auto" in a housing, opening or 1. Appraisal For Physical Damage Loss other location that is not normally used If you and we disagree on the amount of"loss", by the "auto" manufacturer for the either may demand an appraisal of the "loss". installation of such equipment; In this event, each party will select a competent (2) Removable from a permanently installed appraiser. The two appraisers will select a housing unit as described in Paragraph competent and impartial umpire. The b.(1) above; or appraisers will state separately the actual cash (3) An integral part of such equipment as value and amount of"loss". If they fail to agree, described in Paragraphs b.(1) and b.(2) they will submit their differences to the umpire. above, A decision agreed to by any two will be binding. Each party will: 2. An adjustment for depreciation and physical a. Pay its chosen appraiser; and condition will be made in determining actual cash value in the event of a total "loss". b. Bear the other expenses of the appraisal 3. If a repair or replacement results in better than and umpire equally. like kind or quality, we will not pay for the If we submit to an appraisal, we will still retain amount of the betterment. our right to deny the claim. D. Deductible 2. Duties In The Event Of Accident, Claim, Suit For each covered "auto", our obligation to pay for, Or Loss repair, return or replace damaged or stolen We have no duty to provide coverage under property will be reduced by the applicable this Policy unless there has been full deductible shown in the Declarations prior to the compliance with the following duties: application of the Limit Of Insurance, provided a. In the event of "accident", claim, "suit" or that: "loss", you must give us or our authorized 1. The Comprehensive or Specified Causes Of representative prompt notice of the Loss Coverage deductible applies only to"loss" "accident" or"loss". Include: caused by: (1) How, when and where the "accident" or a. Theft or mischief or vandalism; or "loss"occurred; b. All perils. (2) The"insured's" name and address; and 2. Regardless of the number of covered "autos" (3) To the extent possible, the names and damaged or stolen, the maximum deductible addresses of any injured persons and applicable for all "loss" in any one event witnesses. caused by: b. Additionally, you and any other involved a. Theft or mischief or vandalism; or "insured"must: b. All perils, (1) Assume no obligation, make no will be equal to five times the highest payment or incur no expense without our consent, except at the "insured's" deductible applicable to any one covered own cost. auto on the Policy for Comprehensive or Specified Causes Of Loss Coverage. The (2) Immediately send us copies of any application of the highest deductible used to request, demand, order, notice, calculate the maximum deductible will be made summons or legal paper received regardless of which covered "autos" were concerning the claim or"suit". damaged or stolen in the"loss". Page 8 of 13 0 Insurance Services Office, Inc., 2019 CA 00 01 1120 INSURED COPY (3) Cooperate with us in the investigation or 5. Transfer Of Rights Of Recovery Against settlement of the claim or defense Others To Us against the"suit". If any person or organization to or for whom we (4) Authorize us to obtain medical records make payment under this Coverage Form has or other pertinent information. rights to recover damages from another, those (5) Submit to examination, at our expense, rights are transferred to us. That person or by physicians of our choice, as often as organization must do everything necessary to we reasonably require. secure our rights and must do nothing after "accident"or"loss"to impair them. c. If there is "loss" to a covered "auto" or its B. General Conditions equipment, you must also do the following: (1) Promptly notify the police if the covered 1• Bankruptcy "auto" or any of its equipment is stolen. Bankruptcy or insolvency of the"insured" or the (2) Take all reasonable steps to protect the "insured's" estate will not relieve us of any covered "auto" from further damage. obligations under this Coverage Form. Also keep a record of your expenses for 2. Concealment, Misrepresentation Or Fraud consideration in the settlement of the This Coverage Form is void in any case of claim. fraud by you at any time as it relates to this (3) Permit us to inspect the covered "auto" Coverage Form. It is also void if you or any and records proving the"loss" before its other "insured", at any time, intentionally repair or disposition. conceals or misrepresents a material fact (4) Agree to examinations under oath at our concerning: request and give us a signed statement a. This Coverage Form; of your answers. b. The covered "auto'; 3. Legal Action Against Us c. Your interest in the covered "auto'; or No one may bring a legal action against us d. A claim under this Coverage Form. under this Coverage Form until: 3. Liberalization a. There has been full compliance with all the terms of this Coverage Form; and If we revise this Coverage Form to provide more coverage without additional premium b. Under Covered Autos Liability Coverage, charge, your policy will automatically provide we agree in writing that the"insured" has an the additional coverage as of the day the obligation to pay or until the amount of that revision is effective in your state. obligation has finally been determined by judgment after trial. No one has the right 4. No Benefit To Bailee—Physical Damage under this Policy to bring us into an action Coverages to determine the"insured's"liability. We will not recognize any assignment or grant 4. Loss Payment--Physical Damage any coverage for the benefit of any person or Coverages organization holding, storing or transporting property for a fee regardless of any other At our option, we may: provision of this Coverage Form. a. Pay for, repair or replace damaged or 5. Other Insurance stolen property; a. For any covered "auto" you own, this j b. Return the stolen property, at our expense. Coverage Form provides primary We will pay for any damage that results to insurance. For any covered "auto"you don't the"auto"from the theft; or own, the insurance provided by this c. Take all or any part of the damaged or Coverage Form is excess over any other stolen property at an agreed or appraised collectible insurance. However, while a value. covered "auto" which is a "trailer" is If we pay for the "loss", our payment will connected to another vehicle, the Covered include the applicable sales tax for the Autos Liability Coverage this Coverage damaged or stolen property. Form provides for the trailer Is: (1) Excess while it is connected to a motor vehicle you do not own; or CA 00 01 11 20 ©Insurance Services Office, Inc., 2019 Page 9 of 13 INSURED COPY (2) Primary while it is connected to a (6) Anywhere else in the world if a covered covered "auto"you own. "auto" of the private passenger type is b. For Hired Auto Physical Damage Coverage, leased, hired, rented or borrowed any covered "auto" you lease, hire, rent or without a driver for a period of 30 days borrow is deemed to be a covered "auto" or less, you own. However, any "auto" that is provided that the "insured's" responsibility to leased, hired, rented or borrowed with a pay damages is determined in a "suit" on the driver is not a covered "auto". merits, in the United States of America, the c. Regardless of the provisions of Paragraph territories and possessions of the United States a, above, this Coverage Form's Covered of America, Puerto Rico or Canada, or in a Autos Liability Coverage is primary for any settlement we agree to. liability assumed under an "insured We also cover "loss" to, or "accidents" contract". involving, a covered "auto" while being d. When this Coverage Form and any other transported between any of these places. Coverage Form or policy covers on the 8. Two Or More Coverage Forms Or Policies same basis, either excess or primary, we Issued By Us will pay only our share. Our share is the If this Coverage Form and any other Coverage proportion that the Limit of Insurance of our Form or policy issued to you by us or any Coverage Form bears to the total of the company affiliated with us applies to the same limits of all the Coverage Forms and "accident", the aggregate maximum Limit of policies covering on the same basis. Insurance under all the Coverage Forms or 6. Premium Audit policies shall not exceed the highest applicable a. The estimated premium for this Coverage Limit of Insurance under any one Coverage Form is based on the exposures you told us Form or policy. This condition does not apply to you would have when this Policy began. any Coverage Form or policy issued by us or We will compute the final premium due an affiliated company specifically to apply as when we determine your actual exposures. excess insurance over this Coverage Form. The estimated total premium will be SECTION V—DEFINITIONS credited against the final premium due and A. "Accident" includes continuous or repeated the first Named Insured will be billed for the exposure to the same conditions resulting in balance, if any. The due date for the final "bodily injury" or"property damage". premium or retrospective premium is the date shown as the due date on the bill. If B. "Auto" means: the estimated total premium exceeds the 1. A land motor vehicle, "trailer" or semitrailer final premium due, the first Named Insured designed for travel on public roads; or will get a refund. 2. Any other land vehicle that is subject to a b. If this Policy is issued for more than one compulsory or financial responsibility law or year, the premium for this Coverage Form other motor vehicle insurance law where it is will be computed annually based on our licensed or principally garaged. rates or premiums in effect at the beginning However, "auto" does not include "mobile of each year of the Policy. equipment". 7. Policy Period, Coverage Territory C. "Bodily injury" means bodily injury, sickness or Under this Coverage Form, we cover disease sustained by a person, including death "accidents"and "losses"occurring: resulting from any of these. a. During the policy period shown in the D. "Covered pollution cost or expense" means any Declarations; and cost or expense arising out of: b. Within the coverage territory. 1. Any request, demand, order or statutory or The coverage territory is: regulatory requirement that any "insured" or others test for, monitor, clean up, remove, (1} The United States of America; contain, treat, detoxify or neutralize, or in any (2) The territories and }possessions of the way respond to, or assess the effects of, United States of America; "pollutants'; or (3) Puerto Rico; (4) Canada; and Page 10 of 13 ©Insurance Services Office, Inc., 2019 CA 00 01 11 20 INSURED COPY 2. Any claim or "suit" by or on behalf of a Paragraphs b. and c. above do not apply to governmental authority for damages because "accidents" that occur away from premises of testing for, monitoring, cleaning up, owned by or rented to an "Insured"with respect removing, containing, treating, detoxifying or to "pollutants" not in or upon a covered "auto" neutralizing, or in any way responding to, or if: assessing the effects of, "pollutants". (a) The "pollutants" or any property in "Covered pollution cost or expense" does not which the "pollutants" are contained include any cost or expense arising out of the are upset, overturned or damaged as actual, alleged or threatened discharge, dispersal, a result of the maintenance or use of seepage, migration, release or escape of a covered "auto"; and "pollutants": (b) The discharge, dispersal, seepage, a. That are, or that are contained in any migration, release or escape of the property that is: "pollutants" is caused directly by (1) Being transported or towed by, handled such upset, overturn or damage. or handled for movement into, onto or E. "Diminution in value" means the actual or from the covered "auto"; perceived loss in market value or resale value (2) Otherwise in the course of transit by or which results from a direct and accidental"loss". on behalf of the"insured"; or F. "Employee" includes a "leased worker". (3) Being stored, disposed of, treated or "Employee" does not include a "temporary processed in or upon the covered worker". "auto'; G. "Insured" means any person or organization b. Before the or any property in qualifying as an insured in the Who Is An Insured pollutantse. which the "pollutants" are contained are r provision of e applicable espect to the Limit ofIn urran Insurance, the xcoverage moved from the 'place where they are afforded applies separately to each insured who is accepted by the Insured for movement into or onto the covered "auto"; or seeking coverage or against whom a claim or suit" is brought. c. After the "pollutants" or any property in H. "Insured contract" means: which the "pollutants" are contained are moved from the covered "auto" to the place 1. A lease of premises; where they are finally delivered, disposed of 2. A sidetrack agreement; or abandoned by the"insured". 3. Any easement or license agreement, except in Paragraph a. above does not apply to fuels, connection with construction or demolition lubricants, fluids, exhaust gases or other operations on or within 50 feet of a railroad; similar"pollutants" that are needed for or result from the normal electrical, hydraulic or 4. An obligation, as required by ordinance, to mechanical functioning of the covered "auto" or indemnify a municipality, except in connection its parts, if: with work for a municipality; (1) The "pollutants" escape, seep, migrate 6. That part of any other contract or agreement or are discharged, dispersed or released pertaining to your business (including an directly from an "auto" part designed by indemnification of a municipality in connection its manufacturer to hold, store, receive with work performed for a municipality) under or dispose of such"pollutants"; and which you assume the tort liability of another to 2 The"bodily injury", "property dame e"or pay for"bodily injury"or"property damage"to a ( ) y i ry g third party or organization. Tort liability means "covered pollution cost or expense a liability that would be imposed by law in the does not arise out of the operation of absence of any contract or agreement; or any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equipment" i CA 00 01 11 20 ©Insurance Services Office, Inc., 2019 Page 11 of 13 j INSURED COPY 6. That part of any contract or agreement entered 6. Vehicles not described in Paragraph 1., 2., 3. into, as part of your business, pertaining to the or 4. above that are not self-propelled and are rental or lease, by you or any of your maintained primarily to provide mobility to "employees", of any "auto". However, such permanently attached equipment of the contract or agreement shall not be considered following types: an "insured contract" to the extent that it a. Air compressors, pumps and generators, obligates you or any of your employees to including spraying, welding, building pay for"property damage" to any "auto" rented cleaning, geophysical exploration, lighting or leased by you or any of your"employees". and well-servicing equipment; or An "insured contract" does not include that part of b. Cherry pickers and similar devices used to any contract or agreement: raise or lower workers; or a. That indemnifies a railroad for"bodily injury" 6. Vehicles not described in Paragraph 1., 2., 3. or property damage' arising out of or 4. above maintained primarily for purposes construction or demolition operations, within other than the transportation of persons or 50 feet of any railroad property and cargo. However, self-propelled vehicles with affecting any railroad bridge or trestle, the following types of permanently attached tracks, roadbeds, tunnel, underpass or equipment are not "mobile equipment" but will crossing; be considered "autos": b. That pertains to the loan, lease or rental of a. Equipment designed primarily for: an auto to you or any of your "employees", if the "auto" is loaned, leased (1) Snow removal; or rented with a driver; or (2) Road maintenance, but not construction c. That holds a person or organization or resurfacing; or engaged in the business of transporting (3) Street cleaning; property by "auto"for hire harmless for your b. Cherry pickers and similar devices mounted use of a covered "auto" over a route or on automobile or truck chassis and used to territory that person or organization is authorized to serve by public authority. raise or lower workers; and I. "Leased worker" means a person leased to you by c. Air compressors, pumps and generators, a labor leasing firm under an agreement between including spraying, welding, buildingcleaning, geophysical exploration, lighting you and the labor leasing firm to perform duties related to the conduct of your business. "Leased or well-servicing equipment. worker"does not include a"temporary worker". However, "mobile equipment" does not include J. "Loss" means direct and accidental loss or land vehicles that are subject to a compulsory or damage. financial responsibility law or other motor vehicle insurance law where it is licensed or principally K. Mobile equipment means any of the following garaged. Land vehicles subject to a compulsory or types of land vehicles, including any attached financial responsibility law or other motor vehicle machinery or equipment: insurance law are considered"autos". 1. Bulldozers, farm machinery, forklifts and other L. 'Pollutants" means any solid, liquid, gaseous or vehicles designed for use principally off public thermal irritant or contaminant, including smoke, roads; vapor, soot, fumes, acids, alkalis, chemicals and 2. Vehicles maintained for use solely on or next to waste. Waste includes materials to be recycled, premises you own or rent; reconditioned or reclaimed. 3. Vehicles that travel on crawler treads; M. "Property damage" means damage to or loss of 4. Vehicles, whether self-propelled or not, use of tangible property. maintained primarily to provide mobility to N. "Suit'means a civil proceeding in which: permanently mounted: 1. Damages because of "bodily injury" or a. Power cranes, shovels, loaders, diggers or "property damage"; or drills; or 2. A"covered pollution cost or expense"; b. Road construction or resurfacing equipment to which this insurance applies, are alleged. such as graders, scrapers or rollers; Page 12 of 13 ©Insurance Services Office, Inc., 2019 CA 00 01 1120 INSURED COPY "Suit" includes: O. "Temporary worker" means a person who is a. An arbitration proceeding in which such furnished to you to substitute for a permanent damages or "covered pollution costs or "employee" on leave or to meet seasonal or short- expenses" are claimed and to which the term workload conditions. "insured" must submit or does submit with P. "Trailer" includes semitrailer. our consent; or Q. "Unmanned aircraft"means an aircraft that is not: b. Any other alternative dispute resolution 1. Designed; proceeding in which such damages or 2. Manufactured; or covered pollution costs or expenses are claimed and to which the insured submits 3. Modified after manufacture; with our consent. to be controlled directly by a person from within or on the aircraft. CA 00 01 11 20 ©Insurance Services Office, Inc., 2019 Page 13 of 13 INSURED COPY Policy Number: 302601 1696736 COMMERCIAL GENERAL LIABILITY PGL 53 70 06 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HUMAN SERVICES EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Contents Page Amendment of Insuring Agreement—HIPAA Violations 2 Property Damage Extension—Reasonable Force 2 Limited Rental Lease Agreement Contractual Liability 2 Amendment Of Li uor Liability Exclusion 2 Pollution Amendment—Pesticide And Herbicide Applicator Coverage 3 Pollution Amendment—Educational Materials 3 Non-Owned Watercraft Amendment 3 Damage To Property You Own, Rent Or Occupy 3 Damage To Premises Rented To You—Fire, Lightning Or Explosion 3 Amendment Of Material Published With Knowledge of Falsity 3 Amendment Of Material Published Prior To Policy Period 3 Medical Payments—Extended Reporting Period 3 Athletics Activities 4 Bail Bonds 4 Loss Of Earnings 4 Em to ee Indemnification Defense Coverage 4 Key and Lock Replacement—Janitorial Services Client Coverage 4 Amendment of Additional Insureds Mortgagee Assignee Or Receiver 5 Managers Or Lessors 5 Lessors Of Equipment 5 Governmental Agencies Or Political Subdivisions 5 Franchisor 5 Managers And Supervisors 5 As Required By Written Contract 5 Owners, Lessees Or Contractors 5 Broad Form Vendors g Broad Form Named Insured 7 -Employees—Insureds For Bodily In u To Co-employees 7 -Newly Acquired Organizations Time Period 7 -Damage To Premises Rented To You Limit 7 Medical Expense Limit 7 Duties—Re or#in As Worker's Compensation & Knowledge Of Occurrence 7 Notice Of An Occurrence 7 Other Insurance—Fire, Lightning Or Explosion g -Representations—Unintentional Errors g Unintentional Failure To Disclose Hazards g Waiver Of Rights Of Recovery g Liberalization Condition g Amendment of Definitions g PGL 53 70 06 19 PMA Companies, 2019 Page 1 of 9 INSURED COPY A. Paragraph 1. Insuring Agreement of Section I — indemnify the named insured, up to Coverage B--Personal And Advertising Injury $50,000 per "occurrence", based on the is amended to include the following: named insured's request at the time of a HIPAA Violations claim. This limit of insurance is within, and not in addition to, the Each We will reimburse you for the costs associated Occurrence Limit described in Section III with a "violation" of the Health Insurance — Limits Of Insurance. This coverage Portability and Accountability Act (HIPAA), applies only to rental lease agreements including charges, expenses, fines and penalties and is excess over any other renter's resulting from a "civil proceeding". We have the liability insurance available to the client. right and duty to defend the insured against any "investigation" or "civil proceeding". However, we 3. Amendment Of Liquor Liability Exclusion will have no duty to defend the insured against Exclusion c. Liquor Liability is deleted and any "investigation" or "civil proceeding" to which replaced by the following: this insurance does not apply. c. "Bodily injury" or "property damage" for This insurance does not apply to: which any insured may be held liable by a. Any intentional,willful or deliberate"violation" reason of: by any insured; (1) Causing or contributing to the b. Any violation which results in any criminal intoxication of any person; penalties under HIPAA; (2) The furnishing of alcoholic beverages c. Any remedy other than monetary damages for to a person under the legal drinking penalties assessed as a result of a"violation"; age or under the influence of alcohol; and or d. Any compliance reviews by the Department of (3) Any statute, ordinance or regulation Health And Human Services related to a relating to the sale, gift, distribution or "violation". use of alcoholic beverages. The most we will pay under this coverage is This exclusion applies even if the claims $1,000,000, This sublimit amount is included in, against any insured allege negligence or and not in addition to, the limit of liability shown in other wrongdoing in: the Declarations. (a) The supervision, hiring, B. Paragraph 2. Exclusions of Section I -- employment, training; or Coverage A — Bodily Injury And Property (b) Providing or failing to provide Damage Liability is amended as follows: transportation with respect to any 1. Property Damage Extension — Reasonable person that may be under the Force influence of alcohol; Exclusion a. Expected Or Intended Injury is if the "occurrence" which caused the deleted and replaced by the following: "bodily injury" or "property damage", involved that which is described in a. Expected Or Intended Injury Paragraph (1), (2)or(3) above. "Bodily injury" or "property damage" This exclusion applies only if you: expected or intended from the standpoint (1) Manufacture, sell or distribute of the insured. This exclusion does not apply to "bodily injury" or "property alcoholic beverages; damage" resulting from the use of (2) Serve or furnish alcoholic beverages reasonable force to protect persons or for a charge whether or not such property. activity: 2. Limited Rental Lease Agreement (a) Requires a license; or Contractual Liability (b) Is for the purpose of financial The following paragraph is added to gain or livelihood; or Exclusion b. Contractual Liability: (3) Serve or furnish alcoholic beverages (3) Assumed in a written contract or without a charge, if a license is agreement regarding the rental or lease required for such activity. of a premises on behalf of a client. But However, this exclusion does not apply to this exception applies only if we agree to "bodily injury" or "property damage" i PGL 53 70 06 19 PMA Companies, 2019 Page 2 of 9 INSURED COPY arising out of the selling, serving or of such property for any reason, including furnishing of alcoholic beverages at prevention of injury to a person or functions sponsored, organized or hosted damage to another's property. However, by you. For the purposes of this this exclusion does not apply if the exclusion, permitting a person to bring damage to such property is caused by alcoholic beverages on your premises, for your client, in which case we will provide consumption on your premises, whether coverage for such "property damage" or not a fee is charged or a license is which you are legally obligated to pay, up required for such activity, is not by itself to $50,000 per "occurrence". This limit of considered the business of selling, insurance is within, and not in addition to, serving or furnishing alcoholic beverages. the Each Occurrence Limit described in 4. Pollution Amendment — Pesticide And Section III—Limits Of Insurance. Herbicide Applicator Coverage As used in this exclusion, client means a Paragraph (1)(a) of Exclusion f. Pollution person under your direct care and does not apply to pesticide or herbicide supervision for whom you provide goods application operations of the insured if the and/or services. operations meet all standards of any statute, 8. Damage To Premises Rented To You ordinance, regulation or license requirement The last paragraph of 2. Exclusions is of any federal, state, or local government deleted and replaced by the following: which apply to those operations. Exclusions c. through In. do not apply to 5. Pollution Amendment — Educational damage by fire, lightning or explosion to Materials premises while rented to you or temporarily a. The following is added to Paragraph occupied by you with permission of the (1)(a) of Exclusion f. Pollution: owner. A separate limit of insurance applies (iv) "Bodily injury" or "property damage" to this coverage as described in Section III — caused by "pollutants" that are meant Limits Of Insurance. for use in a classroom or training C. Paragraphs b. and c. in Exclusions of Section facility for educational purposes. This -- Coverage B — Personal And Advertising exception does not apply to Injury Liability are deleted and replaced by the "pollutants" meant for use in following: operating, servicing, maintaining or repairing "autos" or "mobile b. Material Published With Knowledge Of equipment" unless the "bodily injury" Falsity or "property damage" arises out of a "Personal and advertising injury"arising out of "short-term pollution event" and you oral, written, televised, videotaped or internet- notify us of the "short-term pollution based publication of material if done by or at event" as soon as practicable, but in the direction of the insured with knowledge of no event more than fourteen (14) its falsity. days after its ending; c. Material Published Prior To Policy Period 6. Non-Owned Watercraft Amendment 'Personal and advertising injury"arising out of Paragraph (2)(a) of Exclusion g. Aircraft, oral, written, televised, videotaped or internet- Auto Or Watercraft is deleted and replaced based publication of material whose first by the following: publication took place before the beginning of (a) Less than 52 feet long; and the policy period. 7. Damage To Property You Own, Rent Or D. Section I — Coverage C — Medical Payments is Occupy amended as follows: Paragraph (1) of Exclusion j. Damage To 1• Paragraph 1.a.(3)(b) is deleted and replaced Property is deleted and replaced by the by the following: following: (b) The expenses are incurred and reported (1) Property you own, rent or occupy, to us within three years of the date of the accident; and including any costs or expenses incurred by you, or any other person, organization 2. Paragraph e. in 2. Exclusions is deleted and or entity, for repair, replacement, replaced by the following: enhancement, restoration or maintenance PGL 53 70 06 19 PMA Companies, 2019 Page 3 of 9 INSURED COPY e. Athletics Activities b. "Employee"means: To a person injured while practicing for or (1) Any natural person: participating in any physical exercises or (a) While in your service or for 30 games, sports or athletic contests. This days following termination; exclusion does not apply to a person (b) Who you compensate directly by injured while providing instruction with salary, wages or commissions; respect to any physical exercises or and games, sports or athletic contests. E. Supplementary Payments — Coverages A And (c) Who you have the right to direct B is amended as follows; and control while performing services for you; or 1. Bail Bonds (2) Any natural person who is temporarily The limit for bail bonds in Paragraph 1.b. is furnished to you: amended to $2,500 in lieu of$250. (a) To substitute for a permanent 2. Loss Of Earnings "employee", as defined in The limit for actual loss of earnings in Paragraph (1) above, who is on Paragraph 1.d. is amended to $500 a day in leave; or lieu of$250 a day. (b) To meet seasonal or short-term 3. The following paragraphs are added: workload conditions; Employee Indemnification Defense but only while that person is subject Coverage to your direction and control and We will pay on your behalf defense costs performing services for you. incurred by an "employee" for a criminal (3) "Employee"does not mean any: proceeding occurring in the course of that (a) Agent, broker, person leased to "employee's"employment by you. you by a labor leasing firm, The most we will pay during any one policy factor, commission merchant, period is $25,000 regardless of the number of consignee, independent "employees", claims or "suits" brought, or contractor or other similar persons or organizations making claims or representative; or bringing "suits". (b) "Manager", director or trustee, Key And Lock Replacement — Janitorial except while performing acts Services Client Coverage within the scope of their We will pay for the cost to replace keys and employment by you or while locks at the "client's" premises due to theft or performing duties related to the lass of keys entrusted to you by your "client", conduct of your business. up to a $15,000 limit per "occurrence" and c. "Manager"means a person serving in a $15,000 policy aggregate. directorial capacity for a limited liability We will not pay for loss or damage resulting company. from theft or any other dishonest or criminal F. Section II — Who Is An Insured is amended as act committed by you or any of your partners, follows: members, officers, "employees", "managers", 1. The following are added as additional directors, trustees, authorized insureds when you and such person or representatives, or anyone else to whom you organization have agreed in a written contract entrust the keys of a "client" for any purpose, or written agreement that such person or whether acting alone or in collusion with other organization be added as an additional persons. insured on your policy. The written contract For the purposes of this coverage only: or written agreement must be in effect at the a. "Client" means an individual, company or inception of the policy period or become organization with whom you have a effective during the term of the policy period written contract or work order for your and must be executed prior to the bodily services at a described premises and injury", "property damage", "personal and who has billed far your services. advertising injury" covered under this Coverage Part. i PGL 53 70 06 19 PMA Companies, 2019 Page 4 of 9 INSURED COPY a. Mortgagee, Assignee Or Receiver (b) Operations performed by you or Any person or organization who is a on your behalf; mortgagee, assignee or receiver of your for which the state or governmental premises or business, but only with agency or subdivision or political respect to their liability as mortgagee, subdivision has issued a permit or assignee, or receiver and arising out of authorization. the ownership, maintenance, or use of (2) This insurance does not apply to: the premises by you. This insurance does not apply to (a) "Bodily injury", "property damage"structural alterations, new construction or or "personal and advertising injury" arising out of operations demolition operations performed by or on performed for the federal behalf of that person or organization. government, state or municipality;. b. Managers Or Lessors or Any managers or lessors of a premises, (b) "Bodily injury" or "property but only with respect to liability arising out damage" included within the of the ownership, maintenance or use of "products-completed operations that part of the premises leased to you hazard". and subject to the following additional e. Franchisor exclusions: Any person or organization with respect This insurance does not apply to: to their liability as the grantor of a (1) Any "occurrence" which takes place franchise to you. after you cease to be a tenant in that f. Managers And Supervisors premises. (2) Structural alterations, new Your managers and supervisors, but only construction or demolition operations with respect to their duties as your managers and supervisors. Managers performed by or on behalf of the and supervisors who are your person or organization from whom "employees" are also insureds for "bodily you rent or lease the premises. injury" to a co-"employee" while in the c. Lessors Of Equipment course of employment by you or while Any person or organization from whom performing duties related to the conduct you lease equipment. Such person or of your business. organization is an insured only with This provision does not change respect to liability for "bodily injury", paragraph 2.a.(1)(a) of Section II —Who "property damage" or "personal and Is An Insured as it applies to managers advertising injury" caused, in whole or in of a limited liability company. part, by your maintenance, operation or g. As Required By Written Contract use of equipment leased to you by such person or organization. Any person or organization when required A person's or organizatian's status as an by written contract or agreement additional insured under this executed prior to the occurrence of a endorsement ends when their contract or loss. Such person or organization is anadditional insured for "bodily injury", agreement with you for such leased "property damage" and "personal and equipment ends. advertising injury", but only for liability d. Governmental Agencies Or Political arising out of the Named Insured's Subdivisions negligence. Any state or governmental agency or h. Owners, Lessees Or Contractors subdivision or political subdivision subject Any person or organization, but only with to the following additional provisions: respect to liability for "bodily injury", (1) This insurance applies only with "property damage" or "personal and respect to: advertising injury" caused, in whole or in (a) Premises you own, rent, or part, by: control; or (1) Your acts or omissions; or PGL 53 70 06 19 PMA Companies, 2019 Page 5 of 9 INSURED COPY (2) The acts or omissions of those acting demonstration, testing, or the on your behalf substitution of parts under in the performance of your ongoing instructions from the operations for the additional insured when manufacturer and then required by a written contract. repackaged in the original container; With respect to the insurance afforded to (e) Any failure to make such these additional insureds, the following inspections, adjustments, tests or additional exclusions apply. servicing as the vendor has This insurance does not apply to "bodily agreed to make or normally injury" or "property damage" occurring undertakes to make in the usual after: course of business in connection (a) Completion of all work at the location with the sale of the product; of the covered operations, including (f) Products which, after distribution materials, parts or equipment or sale by you, have been labeled furnished in connection with such or relabeled or used by or for the work, on the project (other than vendor as a container, part or an service, maintenance or repairs)to be ingredient or any other thing or performed by or on behalf of the substance; additional insured(s); or (g) Demonstration, installation, (b) That portion of "your work" out of servicing or repair operations, which the injury or damage arises has except such operations been put to its intended use by any performed at the vendor's person or organization who is not a premises in connection with the contractor or subcontractor engaged sale of the product; or in performing operations for a (h) "Bodily injury" or "property principal as part of the same project. damage" arising out of the sole i. Broad Form Vendors negligence of the vendor for its Any person or organization who is a own acts or omissions or those of "vendor" of"your products", but only with its employees or anyone else respect to "bodily injury" or "property acting on its behalf. However, this damage" arising out of "your products" exclusion does not apply to: which are distributed or sold in the regular !. The exceptions contained in course of the vendor's business. sub-paragraphs (d) and (g) (1) The insurance afforded the vendor above; or does not apply to: i!. Such inspections, (a) "Bodily injury" or "property adjustments, tests or damage" for which the vendor is servicing as the vendor has obligated to pay damages by agreed to make or normally reason of the assumption of undertakes to make in the liability in a written contract or usual course of business, in agreement. This exclusion does connection with the not apply to liability for damages distribution or sale of the that the vendor would have in the products. absence of such contract or (2) This insurance does not apply to any agreement; insured person or organization from (b) Any express warranty whom you have acquired such unauthorized by you; products or any ingredient, part or (c) Any physical or chemical change container, entering into, to the product made intentionally accompanying or containing such by the vendor; products. The Limits of Insurance applicable to the (d) Repackaging, except when the product is unpacked solely for the additional insureds in b., c., d. and g. above purpose of inspection, are those specified in the valid written contract or written agreement or the PGL 53 70 06 19 PMA Companies, 2019 Page 6 of 9 INSURED COPY applicable Limits of Insurance shown in the damages because of the injury Declarations of this policy, whichever is less. described in Paragraphs (3)(a) or These Limits of Insurance are part of and not (b) above. in addition to the applicable Limits of 4. Paragraph 3.a. is deleted and replaced by the Insurance shown in the Declarations. following: 2. Each of the following is also an insured: a. Coverage under this provision is afforded Broad Form Named Insured only until the 120th day after you acquire Any organization and its subsidiaries of which or form the organization or the end of the the Named Insured shown in the Declarations policy period,whichever is earlier. has more than 50% ownership interest in, or G. Section III —Limits Of Insurance is amended as exercises management of, during the policy follows: period, However: 1. Paragraph 6. is deleted and replaced by the a. Coverage does not apply to any following: organization or subsidiary not named in 6. Subject to Paragraph 5. above, the the Declarations as the Named Insured, if Damage To Premises Rented To You they are also insured under another Limit is the most we will pay under similar policy, or would have been insured Coverage A for damages because of but for such policy's termination or the "property damage"to any one premises: exhaustion of its limits of insurance. b. If other valid and collectible insurance is a. While rented to you; or available to any such organization or its b. In the case of damage by fire, subsidiaries, this insurance is excess lightning or explosion, while rented to over the other insurance, whether you or temporarily occupied by you primary, excess, contingent or any other with permission of the owner. basis. The Damage To Premises Rented To 3. Employees--Insureds For Bodily Injury To You Limit is the greater of$1,000,000 or Co-employees the limit shown on the Declarations page. a. Paragraphs 2.a.(1)(a) and (b) are deleted 2. The following is added to paragraph 7.. and replaced by the following: The Medical Expense Limit is the greater of (a) To you, to your partners or members $15,000 or the limit shown on the (if you are a partnership or joint Declarations page. venture), to your members (if you are H. Section IV — Commercial General Liability a limited liability company), or to your Conditions is amended as follows: other "volunteer workers" while 1. The following is added to Condition 2. Duties performing duties related to the In The Event Of Occurrence, Offense, conduct of your business; Claim Or Suit: - (b) To the spouse, child, parent, brother „ e. If you report an "occurrence or offense to or sister of that "volunteer worker" as a consequence of Paragraph (1)(a) an insurer providing other than General Liability Insurance, which later develops above; into a General Liability claim covered b. The following is added to Paragraph 2.a.: under this Coverage Part, failure to report (3) "Personal and advertising injury": such "occurrence" or offense shall not be deemed in violation of these conditions. (a) To a co-"employee" while in the However, you shall give notification to us, course of his or her employment as soon as is reasonably possible when performing duties related to it's determined that the "occurrence" or the conduct of your business; offense is a General Liability claim. (b) To the spouse, child, parent, f. If your "employee" or agent knows of an brother or sister of that co- IF or offense which may result "employee" as a consequence of in a claim under this policy, you will not Paragraph(3)(a)above; or be considered to have knowledge of that (c) For which there is any obligation "occurrence" or offense until your to share damages with or repay "employee"or agent reports it to: someone else who must pay PGL 53 70 06 19 PMA Companies, 2019 Page 7 of 9 INSURED COPY (1) You, if you are an individual; 5. The following condition is added: (2) A partner, if you are a partnership; Liberalization (3) An "executive officer" or the If we adopt any revision that would broaden "employee" designated by you to give the coverage under this Coverage Part notice to us of such "occurrence" or without additional premium, your policy will offense, if you are a corporation; automatically provide the additional coverage (4) A "manager", if you are a limited as of the day the revision is effective in your liability company; or state. (5) A trustee, if you are a trust. I• Section V-Definitions is amended as follows: 2. Condition 4. Other Insurance, b. Excess 1. Definition 3. is deleted and replaced by the Insurance, paragraph (1)(a)(ii) of the following: Commercial General Liability Occurrence 3. 'Bodily injury" means bodily injury, Form and paragraph (1)(a)(iii) of the Claims sickness or disease sustained by a Made Form is replaced by the following: person including mental anguish, That is Fire, Lightning or Explosion insurance emotional distress, humiliation or death for premises rented to you or temporarily resulting from bodily injury, sickness or occupied by you with permission of the disease. owner; 2. Paragraph 14.b. is deleted and replaced by 3. The following is added to Condition 6. the following: Representations: b. Malicious prosecution or abuse of d. It will not be considered a violation of this process; condition if you: 3. Paragraphs 14.d., 14.e., 14.f. and 14.g. are (1) Unintentionally fail to disclose all deleted and replaced by the following: hazards existing at the inception of d. Oral, written, televised, videotaped or this policy; or internet-based publication of material that slanders or libels a person or organization (2) Unintentionally make an error, or disparages a person's or organization's omission or provide an improper description of premises or other goods, products or services; statement of information in applying e. Oral, written, televised, videotaped or for this insurance. internet-based publication of material that You must notify us as soon as possible violates a person's right of privacy; after the discovery of any hazards, errors f. Misappropriation of advertising ideas or or omissions in the information provided style of doing business; or or any other relevant information that was g. Infringement of copyright, title or slogan. not provided to us prior to the acceptance of this policy. 4. The following is added to Paragraph 14.: e. Your failure to disclose all hazards or Discrimination based on race, color, religion, gender, sexual orientation, age or national prior "occurrences" or offenses existing as of the inception date of this policy shall origin, except when: not prejudice the coverage afforded by a. Done intentionally by or at the direction this Coverage Part, provided such failure of, or with the knowledge or consent of: to disclose all hazards or "occurrence" or (1) Any insured; or offense is not intentional. (2) Any "executive officer", director, 4. Condition 8. Transfer of Rights of Recovery stockholder, partner or member of the Against Others To Us is amended by the insured; addition of the following: b. Directly or indirectly related to the We waive any right of recovery we may have employment, former or prospective against any person or organization because employment, termination of employment, of payments we make for injury or damage if or application for employment of any there is a contract, executed prior to the loss, person or persons by an insured; with that person or organization that requires c. Directly or indirectly related to the sale, you to waive rights of recovery. rental, lease or sub-lease or prospective i PGL 53 70 06 19 PMA Companies, 2019 Page 8 of 9 INSURED COPY sale, rental, lease or sub-lease of any c. Ends, in its entirety, at an identified time room, dwelling or premises by or at the within forty-eight (48) hours of the direction of any insured; or beginning of the discharge, dispersal, d. Insurance for such discrimination is release or escape of the"pollutants"; and prohibited by or held in violation of law, d. Does not originate from an "underground public policy, legislation, court decision or storage tank". administrative ruling. To be a "short-term pollution event", the The above does not apply to fines or discharge, dispersal, release or escape of penalties imposed because of discrimination. "pollutants" need not be continuous. 6. Definition 19. is deleted and replaced by the However, if the discharge, dispersal, release following: or escape is not continuous, then all discharges, dispersals, releases or escapes 19. "Temporary worker" means a person who of the same "pollutants" from essentially the is furnished to you to substitute for a same source, considered together, must permanent employee on leave or to satisfy paragraphs a. through d. of this meet seasonal or short-term workload definition to be considered a "short-term conditions. A substitute teacher is not a pollution event". "temporary worker". "Underground storage tank" means any 6. The following definitions are added: storage tank, including any attached pumps, "Civil proceeding" means an action by the valves or piping, buried below the surface of Department of Health And Human Services the ground or water, or which, at any time, arising out of"violations". had been buried under the surface of the "Investigation" means an examination by the ground or water and then subsequently Department of Health And Human Services of exposed by any means. For the purposes of an actual or alleged "violation". However, this definition, buried means that at least 10% "investigation" does not include any of it is below the surface of the ground or Compliance Review. water. "Short-term pollution event" means a "Violation"means any actual or alleged failure discharge, dispersal, release or escape of to comply with the regulations included in "pollutants"which: HIPAA. a. Begins during the policy period; b. Begins at an identified time and place, PGL 53 70 06 19 PMA Companies, 2019 Page 9 of 9 INSURED COPY