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HomeMy Public PortalAboutC-21-099 - HARBOR AREA GANG ALTERNATIVESSUBRECIPIENT AGREEMENT This SUBRECIPIENT AGREEMENT (the "Agreement"), is made and entered into on this 1St day of July, 2021, by and between the CITY OF CARSON, a California municipal corporation (the "City"), and HARBOR AREA GANG ALTERNATIVES PROGRAM, a California non-profit organization ("Subrecipient")(individually referred to herein as "Party" and collectively, the "Parties"). RECITALS WHEREAS, the City has entered into various funding agreements with the United States Department of Housing and Urban Development ("HUD"), which funding agreements provide Community Development Block Grant funds ("CDBG Funds") to the City pursuant to the Federal Housing and Community Development Act of 1974, codified at 42 U.S.C. Section 5301 et seq., as amended from time to time (the "Act"), and the regulations promulgated thereunder, codified at 24 Code of Federal Regulations Section 570 et seq. (the "Regulations"); and WHEREAS, the Act provides that the City may grant CDBG Funds to nonprofit organizations for certain purposes allowed under the Act; and WHEREAS, the Subrecipient is a nonprofit organization which operates a program which is eligible for a grant of CDBG Funds; and WHEREAS, the City desires to assist in the operation of the Subrecipient's program by granting CDBG Funds to the Subrecipient in order to pay for all or a portion of the costs incurred in operating the program, subject to the terms and conditions more particularly set forth in this Agreement; and WHEREAS, this Agreement is not intended to create, nor shall it be construed as creating, any rights in any third parties not a Party to the same, but rather this Agreement is intended to assist Subrecipient in providing cost effective services to the community it serves, as described in this Agreement; and NOW, THEREFORE, the Parties hereto agree as follows: 1.0 SERVICES OF SUBRECIPIENT. 1.1 Scope of Services. Subrecipient agrees to provide to City all of the services specified and detailed in both its application for CDBG Funds (the "Application") and in the "Scope of Services" attached hereto and incorporated herein as Exhibit "A" to this Agreement. Subrecipient represents and warrants to City that it is able to and will use the CDBG Funds granted by the City for the purpose of providing the services set forth in its Application and Exhibit "A", and only for that purpose. Subrecipient further represents and warrants that it will adhere to the terms of the Application and this Agreement in providing said services. 1.2 National Obiective. Subrecipient certifies that the services provided with the CDBG Funds will meet the CDBG program's national objective of benefitting low and moderate income persons, as defined in 24 CFR Part 570.208. 01007.0001/716824.1 1.3 Special Requirements. Additional terms and conditions of this Agreement, if any, are set forth in the "Special Requirements" attached hereto and incorporated herein as Exhibit "B" to this Agreement. 1.4 Standard of Care. Subrecipient hereby represents and warrants to City that all services rendered pursuant to this Agreement will be performed in a competent, professional, and satisfactory manner. As a material inducement to City to enter into this Agreement, Subrecipient hereby further represents and warrants that it has the experience and skills necessary to undertake the services to be provided herein. 1.5 Compliance with Laws. All services rendered by Subrecipient pursuant to this Agreement shall be performed in accordance with all ordinances, resolutions, statutes, rules, and regulations of City and/or any federal, state or local governmental agency having jurisdiction at the time such services are rendered. 1.6 Licenses, Permits, Fees and Assessments. Subrecipient shall obtain at its sole costs and expense such licenses, permits and approvals as may be required by law for the performance of the services required by the Agreement. 1.7 Reports. No later than ten (10) days prior to any payment date specified in Section 2.1 of this Agreement, within ten (10) days following the termination of this Agreement, and at such other times as the Contract Officer shall request, Subrecipient shall provide the Contract Officer with a written report describing the services provided during the period of time since the last report and accounting for the specific expenditures of any portion of the Contract Sum, if applicable. At the times and in the manner required by law, the Subrecipient shall provide to the City, HUD, the Comptroller General of the United States, and any other individual or entity, or their duly authorized representatives, any and all reports and information required for compliance with the Act and/or the Regulations. 1.8 Financial Reporting. Any Subrecipient receiving or due to receive $20,000.00 or more from the City during the current fiscal year (July 1, 2021 through June 30, 2022) (the "Fiscal Year") shall provide the City with a financial statement which has been completed within the most recent twelve (12) months and which shows that the Subrecipient's financial records have been kept in accordance with generally accepted accounting standards ("Financial Statement"). This Financial Statement shall be prepared by a recognized accounting firm that is approved by or satisfactory to City's Chief Financial Officer, and shall include a general ledger balance sheet which identifies revenue sources and expenses in sufficient detail to demonstrate compliance with this Agreement and which is balanced with Subrecipient's bank statements. Any organization receiving or due to receive less than $20,000.00 from the City in the Fiscal Year shall provide the City with a copy of the organization's most recent charitable trust report to the Attorney General, or other financial information satisfactory to the City's Chief Financial Officer. The financial information that must be provided pursuant to this paragraph shall be furnished to the City's Chief Financial Officer not later than January 311t of the current Fiscal Year. 1.9 Audits and Inspections. All Subrecipient records concerning any matter covered by this Agreement shall be made available to the City, HUD, and the Comptroller General of the United States, or any of their authorized representatives, at any time during normal business hours, as often as is deemed necessary by those entities in order to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within thirty (30) days after receipt of such 01007.0001/716824.1 2 reports by the Subrecipient. Failure by the Subrecipient to comply with these audit requirements will constitute a breach of this Agreement and may result in the withholding of future payments thereunder. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning Subrecipient audits and 2 CFR 200. 2.0 COMPENSATION. 2.1 Contract Sum. The City shall pay to Subrecipient for the services to be provided hereunder, on a reimbursable basis, a sum not to exceed FIFTEEN THOUSAND DOLLARS AND NO CENTS ($15,000.00) (the "Contract Sum"), in accordance with the "Schedule of Compensation" attached hereto and incorporated herein as Exhibit "C" to this Agreement, which sum shall constitute full and complete reimbursement for the implementation of this Agreement for the entire Term thereof. Subrecipient shall submit to the City monthly statements of reimbursable expenditures pursuant to the attached "Schedule of Compensation", along with pertinent supporting documentation. The City shall promptly review the monthly expenditure statements and, upon approval, reimburse Subrecipient for its authorized operating costs. 2.2 Payroll Records. In cases where the Contract Sum will reimburse payroll expenses as part of operations, Subrecipient shall establish a system for maintaining accurate payroll records which will track daily hours charged to the project by Subrecipient's employees, as set forth in 2 CFR 200.430. 2.3 Draw Downs. Failure by Subrecipient to request reimbursement or encumbrance of at least 25% of the Contract Sum by the end of each Fiscal Year quarter (i.e. by September 30, December 30, March 31, and June 30, respectively) shall result in the immediate forfeiture of 25% of the Contract Sum, unless this requirement is waived by the Contract Officer. The Contract Officer reserves the sole and unfettered right to determine whether the circumstances warrant such a waiver. Any such waiver by the Contract Officer shall not be deemed to waive or render unnecessary Subrecipient's compliance with this provision for the remainder of the Term of this Agreement. 2.4 Default. In the event that Subrecipient defaults under any of the terms and conditions of this Agreement, City shall have no obligation to continue compensating Subrecipient for any work performed after the date of such default. The City's consent to or approval of any default by the Subrecipient shall not be deemed to waive the City's rights under this provision with respect to any subsequent default. (See also Section 6.4 below.) 2.5 Completion of Work. City reserves the right to withhold 10% of the Contract Sum until a Certificate of Completion is issued by the City. 3.0 COORDINATION OF THE WORK. 3.1 Representative of Subrecipient. The following principal(s) and/or representative(s) of Subrecipient are hereby designated as the person(s) authorized to act on Subrecipient's behalf with respect to the services specified herein and to make all decisions in connection therewith: Juan C. Torres, Executive Director 01007.0001/716824.1 3.2 Contract Officer. The "Contract Officer" shall be such person as may be designated by the City's City Manager. 3.3 Prohibition Against Subcontracting or Assignment. Subrecipient shall not contract with any other entity to perform, in whole or in part, the services to be provided pursuant to this Agreement without the express written approval of the City. Neither this Agreement, nor any interest created by it, may be assigned or transferred by Subrecipient, voluntarily or by operation of law, without the prior written approval of the City. 3.4 Independent Contractor. Except as otherwise set forth herein, neither the City, nor any of its agents or employees, shall have any control over the manner, mode, or means by which Subrecipient, or its agents or employees, perform the services to be provided pursuant to this Agreement. Subrecipient shall perform all such services as an independent contractor of the City, and shall remain at all times as to the City a wholly independent contractor with only such obligations as are consistent with that role. Subrecipient shall not at any time or in any manner represent that it, or any of its agents or employees, are agents or employees of the City. 4.0 INSURANCE AND INDEMNIFICATION. 4.1 Insurance. (a) Subrecipient shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (i) Commercial General Liability Insurance (Occurrence Form C00001 or equivalent). Insurance Services Offices Form CG 00 01 covering Commercial General Liability (CGL) on an "occurrence" basis including products and completed operations, property damage, bodily injury, personal injury, and advertising injury. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (ii) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Subrecipient against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Subrecipient in the course of carrying out the work or services contemplated in this Agreement. (iii) Automotive Insurance. ISO Form Number CA 00 01 covering any auto (Code 1), or if the Subrecipient has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. (iv) Professional Liability. Professional liability insurance appropriate to the Subrecipient's profession. This coverage may be written on a "claims made" basis, and must 01007.0001/716824.1 4 include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Subrecipient's services or the termination of this Agreement. During this additional 5 -year period, Subrecipient shall annually and upon request of the City submit written evidence of this continuous coverage. (v) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". (vi) If the Subrecipient maintains broader coverage or higher limits (or both) than the minimums required by this Agreement, then the City requires and shall be entitled to the broader coverage and higher limits maintained by the Subrecipient. (vi) Subcontractors. Subrecipient shall include all subcontractors as insureds under its policies, or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. (b) General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Subrecipient's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Subrecipient shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Subrecipient has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 4.2. Indemnification. To the full extent provided by law, Subrecipient agrees to indemnify, defend and hold harmless the City, its officers, employees, and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any 01007.0001/716824.1 person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Subrecipient, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Subrecipient is legally liable ("indemnitors"), or arising from Subrecipient's or indemnitors' reckless or willful misconduct, or arising from Subrecipient's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Subrecipient and shall survive termination of this Agreement. 5.0 DISCRIMINATION, TERMINATION, AND ENFORCEMENT. 5.1 Covenant Against Discrimination. Subrecipient covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a Protected Characteristic under applicable federal, state, or local law. 5.2 Term. Unless earlier terminated in accordance with Section 5.3 of this Agreement, this Agreement shall continue in full force and effect until such time as Subrecipient has completed the services set forth in Exhibit "A", but for a term not to exceed June 30, 2022 ("Term"). (See also Exhibit B discussion of "Project Closeout.") 5.3 Termination Prior to Expiration of Term. Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other Party. Upon receipt of such notice of termination, Subrecipient shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Subrecipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination, and City shall be entitled to reimbursement for any services that have been paid for but not rendered. 6.0 MISCELLANEOUS PROVISIONS. 6.1 Conflicts of Interest. Subrecipient, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Subrecipient covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by the services to be performed by it under this Agreement, or that would conflict in any manner with the performance of its services hereunder. Subrecipient further covenants that, in performing this Agreement, no person having any such interest shall be employed by it. Furthermore, Subrecipient shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Subrecipient agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Subrecipient "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Subrecipient has been retained pursuant to this Agreement. 6.2 Warranty and Representation of Non -Collusion. City hereby warrants and represents that no official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the City participate in 01007.0001/716824.1 6 any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly interested, or in violation of any state or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interest found to be "remote" or "non interest" pursuant to California Government Code Sections 1091 and 1091.5. Subrecipient hereby warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result or consequence of obtaining or being awarded any agreement. Subrecipient is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force and effect. Subrecipient Representative Initials -j,—r 6.3 Prohibited Activity. Subrecipient is prohibited from using CDBG Funds provided herein, or personnel employed in the administration of the program for which those funds have been granted, for any of the following activities: political activities, activities of an inherently religious nature, lobbying, political patronage, and nepotism activities. Religious entities may use CDBG funds for secular activities only in accordance with the federal regulations specified in 24 CFR 570.200(j), regarding such activities as worship, religious instruction, or prose lytization. 6.4 Non -Waiver of Terms, Rights and Remedies. A. Waiver. The failure of a non -defaulting Party to enforce any right, provision, or remedy shall not impair such right, provision, or remedy, and shall not constitute a waiver of such right or provision in the absence of a written confirmation of waiver signed by the defaulting Party. In no event shall the making by City of any payment to Subrecipient constitute or be construed as a waiver by City of any breach of covenant, or any default that may then exist on the part of Subrecipient, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. Failure on the part of City to act with respect to a breach by Subrecipient shall not constitute a waiver of City's right to act with respect to subsequent or similar breaches. B. Waiver by either Party of any of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.5 Attorney's Fees. In the event that either Party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover its 01007.0001/716824.1 7 costs of suit, including reasonable attorney's fees. The venue for any such litigation shall be Los Angeles County. 6.6 Notice. Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party shall be in writing and either served personally or sent by prepaid, first class mail to the address set forth below, or such other addressed as may from time to time be designated by mail. City: Keith Bennett Community Development Department City of Carson 701 East Carson Street Carson, California 90745 With a Copy to: City Attorney City of Carson 701 East Carson Street Carson, California 90745 Subrecipient: Juan C. Torres Executive Director Harbor Area Gang Alternatives Program Post Office Box 408 San Pedro, California 90733 6.7 Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement as if set forth fully herein. 6.8 Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Subrecipient. This Agreement supersedes all prior oral or written negotiations, representations, or agreements. This Agreement may not be amended, nor any provision outreach hereof waived, except in a writing signed by the Parties that expressly refers to this Agreement. 6.9 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 6.10 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 6.11 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly 01007.0001/716824.1 8 authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. [SIGNATURES ON THE FOLLOWING PAGE] 01007.0001/716824.1 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written. Dated: ATTEST: City Clerk Printed Name: Title: APPROVED AS TO FORM: Aleshire & Wynder, LLP City Attorney Printed Name: Title: [ndp] CITY OF CARSON, CALIFORNIA Az Lula Davis -Holmes, Mayor SUBRECIPIENT:** *** HARBOR AREA GANG ALTERNATIVES PROGRAM By. r Title: Ex�cv�ir,t Of`��c�v Date: 8 La 2 By: Name: 71OrA.'6 •Int?vkoa Title: „- Date: **SUBRECIPIENT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SUBRECIPIENT'S BUSINESS ENTITY. *** If Subrecipient is a Corporation, one signature is required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 01007.0001/716824.1 10 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written. Dated: Augub 26, ATTEST: City Qerk Printed Name: Title - CITY OF CARSON, CALIFORNIA By:6;4L k) Agt� OF Lula Davis -Holmes, Mayor Q APPROVED AS TO FORM: Aleshire & Wynder, LLP City Attorney Printed Name: Sunny K. Soltani Title: City Attorney [ndp] SUBRECIPIENT:** *** HARBOR AREA GANG ALTERNATIVES PROGRAM NarX.lick y +�i�v /03>-✓�' Title: Date: !ii/,O/2c�2� ter—, By: Name:i hoyha�S ev+�_ Title: S e a rg-r7-o�v Date: 61 **SUBRECIPIENT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SUBRECIPIENT'S BUSINESS ENTITY. *** If Subrecipient is a Corporation, one signature is required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 01007.000 j n16s24.1 10 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On U11G �O , 2021 before me,On��F s ,personally appeared �j�Wl�ltp pro to me on the basis of satisfactory evidence to be the person(s) whose names(s) X/are subscribed to the within instrument and acknowledged to me that jk/sKehhey executed the same in Y/k6r/their authorized capacity(ies), and that by ji /h /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ^.�`,T, MONICAREYE5 Signature:Notary Public California Z Los Angeles County > y Commission 8 2257371 �(IIURH' My Comm. Expires Oct 3, 21222 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/716824.1 11 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES July 1 2021 DATE OF DOCUMENT OTHER THAN NAMED ABOVE CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2021 before me, ,personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: 4� Mh"§iWr.i.: t ._.y�,..�p 14..:v:Yr,•!i.... N.�11•.v,:,'... OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007.0001/716824.1 12 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES July 1, 2021 DATE OF DOCUMENT OTHER THAN NAMED ABOVE TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/716824.1 12 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES July 1, 2021 DATE OF DOCUMENT OTHER THAN NAMED ABOVE SCOPE OF SERVICES EXHIBIT "A" Subrecipient shall utilize the CDBG Funds provided by the City pursuant to this Agreement to provide a gang prevention curriculum to all fourth graders at designated elementary schools located in Carson to educate those students about the danger of gang lifestyles. 2. Services rendered by Subrecipient shall consist of eight weeks of a gang prevention curriculum throughout the school year for fourth grade students at each designated Carson elementary school, to include the following subject areas: realities of gang involvement, available alternatives, history of gangs, gang dress, gang fights, graffiti, gang behaviors, consequences of gang involvement, and effects on the individual, family, and community as a whole. 3. Costs for which Subrecipient shall be reimbursed from the CDBG funds granted pursuant to this Agreement shall be limited to the costs of instructional personnel, including wages, salaries, and benefits, associated with the provision of the services as set forth in (2) above (the "My Gangfree Life" ® Classroom Advisors); educational and instructional materials (such as workbooks, videos, handouts, and other materials) and program supplies (specifically, t -shirts provided to program participants) associated with the aforementioned services; and rental of office space for Subrecipient's headquarters located at 309 West Opp Street, Wilmington, California, and at the office located at 2555 Industry Way, Lynwood, California, which Subrecipient uses for its Classroom Advisors. 4. The primary location for services provided in accordance with this Agreement shall be as follows: • Catskill Avenue Elementary School, 23536 Catskill Avenue, Carson, California 90745; • Dominguez Elementary School, 21250 South Santa Fe Avenue, Carson, California 90810; • 232nd Place Elementary School, 23240 Archibald Avenue, Carson, California 90745; • Towne Avenue Elementary School, 18924 Towne Avenue, Carson, California 90746; • Dolores Elementary School, 22526 Dolores Street, Carson, California 90745; • Ambler Elementary School, 319 East Sherman Drive, Carson, California 90746. 5. Subrecipient anticipates providing services to approximately 400 Carson residents. 6. Recognizing Subrecipient's acknowledgement in Section 1.2 of this Agreement that the activities carried out with the CDBG Funds shall meet the CDBG program's national objective of benefitting low and moderate income individuals, Subrecipient shall ensure that at least fifty-one per cent (51 %) of clients meet the standard of low and moderate income, as determined by the City. Subrecipient shall verify participants' total household income by requesting to see documentation that shows income information for all household members, and shall keep records reflecting the 01007.0001/716824.1 13 verification of such income on file and available for inspection by representatives of City and/or HUD. Subrecipient shall also, to the extent practicable, obtain information regarding the racial, ethnic, and female -headed household status of participants. Subrecipient shall report the income, race, ethnicity, and female - headed household status of participants to City in accordance with Section 2, Program Evaluation and Review, and Section 3, Reporting Requirements, of the attached Exhibit "B", "Special Requirements". 7. City will monitor the performance of Subrecipient against goals and performance standards including, but not limited to, those stated above. Substandard performance as determined by City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within a reasonable period of time after being notified by City, procedures to suspend or terminate this Agreement will be initiated. [END OF EXHIBIT "A"] 01007.0001/716824.1 14 EXHIBIT "B" SPECIAL REQUIREMENTS The provisions of this Exhibit B are hereby added to the Agreement. To the extent any of the provisions of Exhibit B conflict with provisions elsewhere in the Agreement, the provisions of Exhibit B shall govern. This Agreement is subject to and incorporates the terms of the Housing and Community Development Act of 1974, as amended; 24 Code of Federal Regulations ("CFR") Chapter V, Part 570; City's CDBG Program Guidelines; and all amendments or successor regulations or guidelines thereto. 1. Federal Contracting Provisions. Subrecipient agrees to comply with the following federal requirements in the performance of this Agreement: A. Subrecipient shall comply with Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations at 41 CFR Chapter 60, which requires that during the performance of this Agreement, Subrecipient agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. Subrecipient shall consider all applicants without respect to their race, religion, sex, or national origin with respect to the following without limitation: 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. Subrecipient agrees to post in conspicuous places, available to employees and employment applicants, notices setting forth the provisions of this nondiscrimination clause. B. In its solicitations or advertisements for employees, Subrecipient shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. C. Subrecipient shall comply with all restrictions against discrimination, as required by Executive Order 11063, as amended by Executive Order 12259 and implementing regulations at 24 CFR Part 107. D. Subrecipient shall comply with Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et seq., which requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns that are located in, or owned in substantial part by, persons residing in the project area. E. Subrecipient shall comply with Title VI of the Civil Rights Act of 1964, and Section 109 of the Housing and Community Development Act of 1974, which provides that no person shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 01007.0001/716824.1 15 F. Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973 (P.L. 93- 112), as amended, and implementing regulations. G. Subrecipient shall comply with the Age Discrimination Act of 1975 (P.L. 94-135), as amended, and implementing regulations. H. Subrecipient shall comply with the relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act at 24 CFR Part 42. I. Subrecipient shall comply with the restrictions prohibiting the use of funds for the benefit of a religious organization or activity as set forth in 24 CFR 570.2000). J. Subrecipient shall comply with the labor standard requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issued to implement said requirements. K. Subrecipient shall comply with the Program Income requirements as set forth in 24 CFR 570.504(c) and 570.503(b)(8). L. Subrecipient shall comply with all federal laws and regulations described in 24 CFR 570, Subpart K, except that the Subrecipient does not assume the City's environmental responsibilities as described at 24 CFR 570.604, nor does the Subrecipient assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. M. Subrecipient shall comply with Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11988 relating to the prevention, control, and abatement of water pollution. N. Subrecipient shall comply with the flood insurance purchase requirement of Section 102(a) of the Flood Disaster Protection Act of 1978 (P.L. 93-234). O. Subrecipient shall comply with the regulations, policies, guidelines and requirements of 24 CFR 570; the "Common Rule," 24 CFR Part 85 and Subpart J; and 2 CFR 200 (which revises and supersedes OMB Circulars No. A-87, A-102, Revised, A-110, and A-122) as they relate to the acceptance and use of federal funds under the federally assisted program. P. Subrecipient shall comply with Title VII of the Civil Rights Act of 1968 (P. L. 90-284), as amended. Q. Subrecipient shall comply with the lead-based paint requirements of 24 CFR Part 35 issued pursuant to the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.). R. Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. Unless specified otherwise within this Agreement, Subrecipient shall procure all 01007.0001/716824.1 16 materials, property, or services in accordance with the provisions and requirements of 24 CFR 84.40-48. S. Subrecipient shall maintain a property inventory system to numerically identify HUD purchased property and document its acquisition date, as set forth in 2 CFR 200.312 Federally -Owned and Exempt Property. T. The use and disposition of real property and equipment by Subrecipient under this Agreement shall be in accordance with the provisions and requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504. Upon expiration of the Agreement, the Subrecipient shall transfer to the City any CDBG Funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG Funds. Additionally, any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to the Subrecipient in the form of a loan) in excess of $25,000 is either: Used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by the City; or ii. Not used in accordance with paragraph (T)(i) above, in which event the Subrecipient shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City. (No payment is required after the period of time specified in subsection (T)(i) immediately above.) U. Subrecipient shall comply with such other City, County, State, or Federal laws, rules and regulations, executive orders or similar requirements which might be applicable. V. As City will use federal funds to pay Subrecipient for the services to be performed under this Agreement, Subrecipient shall comply with 31 U.S.C. Section 1352, which prohibits any recipient or subrecipient of federal funds from: using such funds to influence or attempt to influence an officer or employee of any federal agency, a Member of Congress or an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any federal contract; making any federal grant; making any federal loan; entering into any cooperative agreement; and/or the extending, continuing, renewing, amending or modifying any federal contract, grant, loan or cooperative agreement. W. Every person who requests or receives a federal contract, grant, loan or cooperative agreement from a federal agency or receives or requests from a federal agency a commitment that would provide for the United States to insure or guarantee a loan must file with that agency a written declaration and certify that he or she has not made and will not make any prohibited expenditure. Further, any person who requests or receives from a person referred to above, a subcontract under a federal contract, a subgrant or contract under a federal grant, a contract or subcontract to carry out any purpose for which a particular federal loan is made, or contract under a federal cooperative agreement, is required to file a written declaration with the person who received the federal contract, grant, loan or commitment to insure or guarantee a loan. 01007.0001/716824.1 17 X. Subrecipient shall not receive any program income as defined in 24 CFR Section 570.500(a). 2. Program Evaluation and Review. Subrecipient shall make performance, financial, and all other records pertaining to this Agreement available to all City and HUD personnel. City and HUD personnel may inspect and monitor Subrecipient's facilities and program operations, including the interview of Subrecipient's staff and program participants. Subrecipient agrees to submit to City or HUD all data necessary to complete the Annual Grantee Performance Report in accordance with HUD requirements and in the format and at the time designated by City or HUD Project Directors or their designees. 3. Reporting Requirement. Subrecipient shall submit to City a quarterly statistical status report, using the forms shown in Exhibit "D" attached hereto, setting forth its activities for each reportable quarter. Such reports shall be filed with City not later than the 10th day of the month following the reportable quarter. The quarterly activity reports shall contain without limitation ethnic group, income level, female -headed household status and any other data as may be requested by City, of each person assisted and the result of such assistance. In addition to the monthly statistical status report, Subrecipient shall, on or before July 10, 2022, furnish City with a summary of Subrecipient's activities for the fiscal year commencing July 1, 2021. Such summary shall include an annual statistical report. 4. Documentation and Record Keeping. Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: A. Records providing a full description of each activity undertaken; B. Records demonstrating that each activity undertaken meets one of the national objectives of the CDBG program; C. Records required to determine the eligibility of activities; D. Records documenting all CDBG funds received from the City; E. Records documenting expenses as identified in the monthly activity reports and reimbursement requests submitted to the City, as well as the relationship of these expenses to the CDBG-funded program; F. Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance; G. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; H. Financial records as required by 24 CFR 570.502 and 24 CFR 84.21-28, and as otherwise stated within this Agreement; and I. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. Subrecipient shall maintain separate accounting records for the CDBG Funds provided by the City. The City, HUD, Comptroller General of the United States, or any of their duly authorized representatives shall have access to all books, documents, papers, and records maintained by Subrecipient, as well as any of its own subrecipients or subcontractors, which directly relate to the project that is the subject of this Agreement for the purpose of audit, examination, excerpts, and transcriptions. Subrecipient shall also maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such 01007.0001/716824.1 18 information shall be available to City or HUD monitors or their designees for review upon request. 5. Disclosure Requirement. Subrecipient shall make available all books and records pertaining to each project or business activity that is funded by CDBG funds under this Agreement for inspection and audit by HUD's representatives, upon request, at any time during the term of this Agreement and for a period of five (5) years thereafter. All such books and records shall be maintained by Subrecipient at a location in Los Angeles County. Failure by Subrecipient to comply with the requirements of this section shall constitute a material breach for which City may terminate or suspend this Agreement. Subrecipient understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of City's or Subrecipient's responsibilities with respect to services provided under this Agreement, is prohibited by applicable State and Federal law, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Project Close -Out. Notwithstanding Section 5.2, Term, of the Agreement, and except as otherwise stated in this Agreement, this Agreement expires upon the Subrecipient's complete performance of all obligations described in this Agreement. The Subrecipient's obligation to the City shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: submission of final requests for payment, making final payments, disposing of program assets in accordance with other provisions of this Agreement, and determining the custodianship of records. The City's funding obligation to the Subrecipient, however, shall be limited to the amount stated in Section 2.0 of the Agreement, and shall only apply to Subrecipient performance during Fiscal Year 2021-2022, ending on June 30, 2022. 7. Suspension, Recovery of Funds. A. In accordance with 24 CFR Section 85.43, suspension or termination may occur if Subrecipient materially fails to comply with any term of the award. B. If the funding source demands reimbursement for prior payments to Subrecipient due to Subrecipient's failure to comply with any applicable term of this Agreement, regulation or statute, Subrecipient shall reimburse City in the amount of such disallowed payments. C. The award may be terminated for convenience in accordance with 24 CFR Section 85.44, D. Upon expiration of this Agreement, Subrecipient shall transfer to City any funds paid pursuant to this Agreement that are on hand at the time of expiration and any accounts receivable attributable to the use of such funds. [END OF EXHIBIT "B"] 01007.0001/716824.1 19 BUDGET (SCHEDULE OF COMPENSATION) EXHIBIT "C" For the services rendered pursuant to this Agreement, Subrecipient shall be reimbursed in an amount not to exceed the Contract Sum of FIFTEEN THOUSAND DOLLARS AND NO CENTS ($15,000.00) during the term of this Agreement. City shall reimburse Subrecipient for expenses that are documented to the satisfaction of the City and are incurred by Subrecipient in the costs as detailed in Section 3 of Exhibit "A" to this Agreement. City shall have the right to disapprove reimbursement for specific expenditures and expense categories that the City finds to be ineligible under the CDBG guidelines. There shall be no changes to the Scope of Services set forth in Exhibit "A" to this Agreement unless the same is requested in writing by Subrecipient, and approved in writing by the City. Provided that Subrecipient is not in default hereunder, the Subrecipient shall be reimbursed in accordance with the terms of this Agreement within thirty (30) days after the City's receipt of an invoice from Subrecipient. [END OF EXHIBIT "C"] 01007.0001/716824.1 20 %<: GANG ALTERNATIVES PROGRAM BYLAWS 2015 ARTICLE I. THE CORPORATION SECTION 1: NAME The name(s) of the Corporation shall be the Harbor Area Gang Alternatives Program, dba Gang Alternatives Program, dba GAP, and dba Gangfree Life°. SECTION 2: PRINCIPAL OFFICE The principal office of the Corporation for the transaction of its business shall be located in Los Angeles County, California. SECTION 3: CHANGE OF ADDRESS The County of the Corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board Of Directors may, however, change the principal office from one location to another within the named county. SECTION 4: OTHER OFFICES The Corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE II. PURPOSE The primary objectives and purposes of this Corporation shall be 1. to provide educational programs in gang prevention, graffiti prevention, and parenting skills; a 2. to offer community improvement services, and 3. to hire and train unemployed, underemployed, and disadvantaged community members, teaching them job skills in the areas of painting, computerized color matching, high pressure hot water blasting, sand blasting, environmentally safe chemical removal on painted and unpainted surfaces, job and public safety, professional dress, good work habits, supervision of adults, work-related paperwork and reports, and community clean up. These activities are to aid, assist and benefit the youth, parents, and residents of the City of Los Angeles and Los Angeles County at large. Adopted June 19, 2015 Page 1 ARTICLE III. BOARD OF DIRECTORS SECTION 1: NUMBERS The Corporation shall have fifteen (15) Regular Directors and up to five (5) Emeritus Directors. Collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. The Executive Director of the Corporation shall attend and participate in all Board and Board Committee meetings and shall count in the tallying of a quorum but does not have the right to vote and, as such, is neither a Regular Director nor a member of the Board. SECTION 2: POWERS Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. It shall be the duty of the Directors to: 1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws. 2. Appoint, elect, and/or remove board members and subordinate officers (Article V, Section 3), employ and discharge the Corporation's Executive Director and subordinate agents (Article V, Section 3), and except as otherwise provided in these Bylaws, prescribe the duties of members of the Board and Executive Director, and fix the goals of the Corporation. 3. Meet at such times and places as required by these Bylaws. 4. Register their addresses with the Secretary of the Corporation. 5. Assist in the raising of funds for the Corporation. SECTION 3: COMPOSITION The board shall be comprised of two types of members: Regular and Emeritus. REGULAR DIRECTORS shall be subject to Article III, Sections 4 and 5 of these bylaws. They shall be community residents in and represent the organization's primary service areas, or they shall represent business, industry, elected, and professional partners of the organization as representative appointees. A minimum of eight (8) members must be community members. These 15 Regular Directors are full voting members of the Board. EMERITUS DIRECTORS shall not be subject to Article III, Sections 4 and 5 as detailed below. The selection of Emeritus Members is made by the Board of Directors and awards Board membership for life for Regular Directors who have served for twelve or more years. They are voting members of the Board. Adopted June 19, 2015 Page 2 SECTION 4: ELIGIBILITY AND NOMINATION Prospective members from the above-mentioned constituent groups may be nominated to the Personnel Committee to be members of the Board by any Director. In addition, business, industry, elected, and professional partners of the organization may select, at the invitation of the Board, a representative appointee to serve as a Regular Member. The Board may revoke this invitation at any time, with or without cause. SECTION 5: TERMS OF OFFICE Each Regular Director shall hold office for three years, with one-third of the Directors being up for election or re -appointment (for representative appointees) each year. Terms are renewable. Interim appointees serve until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies. SECTION 6: COMPENSATION Directors shall serve without compensation Directors shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the Corporation in any capacity. SECTION 7: RESTRICTION REGARDING INTERESTED DIRECTORS — CONFLICT OF INTEREST No member of the Board, officer, or other person exercising supervisory power in the Corporation or any of their close relatives can be individually, corporately, or domestically benefited from the receipt of grant funds. For purposes of this Section, "interested person," means either: 1. any person currently being compensated by the Corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or employee, independent contractor, or otherwise;: or 2. any brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law, sister-in- law, son, son-in-law, daughter, daughter-in-law, mother, mother-in-law, father or father-in- law of any such person. SECTION 8: NON -LIABILITY OF DIRECTORS The Directors shall not be personally liable for debts, liabilities, or other obligations of the Corporation. SECTION 9: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS To the extent that a person, who is, or was, a Director, officer, employee or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. Adopted June 19, 2015 Page 3 If such person either settles any claim or sustains a judgment against him or her, then indemnification against expenses, judgment, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this Corporation but only to the extend allowed by, and in accordance with the requirement of, section 5238 of the California Non- profit Public Benefit Corporation Law. SECTION 10: INSURANCE FOR CORPORATE AGENTS The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer, employee, or other agent of the Corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law. Adopted June 19, 2015 Page 4 ARTICLE IV MEETINGS SECTION 1: REGULAR MEETINGS Regular meetings of the Board of Directors shall be held according to the schedule approved by the Board at its Annual Meeting, no less than six (6) times a year, on the days and at the times designated by the Board of Directors. The meeting in April shall be for the nomination of officers for the next year. SECTION 2: ANNUAL MEETING The Annual Meeting of the organization shall be held in June for the purposes of receiving reports from the Executive Director, receiving reports from the officers and committees of the board, electing one-third of the board members, electing new officers, specifically amending Articles III, IV, and V of these bylaws. and any other business that may arise. SECTION 3: SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the President of the Board, the Vice President, the Secretary, the Treasurer, or any two members of the Board. The business to be conducted shall be specified in the calling of the meeting and business conducted at the meeting shall be limited to such specified business. Special meetings shall be held at the principle office of the organization. SECTION 4: NOTICE OF MEETINGS Once established, regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days notice by first class mail, or upon 48 hours notice through personal delivery in writing or by telephone or email. SECTION 5: PLACE OF MEETINGS Meetings shall be held at the principal office of the Corporation unless otherwise provided by the Board of the Corporation or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the Corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the Corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. SECTION 6: QUORUM A quorum shall consist of six Directors and the Executive Director, inclusive, present at a regular meeting. The Directors present at a duly called and held meeting at which a quorum initially is present may continue to do business notwithstanding the loss of a quorum. Adopted June 19, 2015 Page 5 SECTION 7: CONDUCT OF MEETINGS The Board President shall either conduct all meetings or, when present, designate another Board member to conduct the meetings. In the absence of the President, the Vice President shall conduct the meetings. If both the President and Vice President are absent, the Secretary, then the Treasurer, respectively, shall conduct the meetings. The Secretary of the Corporation will act as secretary of all meetings of the Board. Optionally, the Secretary or the presiding officer of the meeting may designate another person to act as secretary. Meetings shall be governed by Robert's Rules of Order insofar as is practicable and not in conflict with these Bylaws, with the Articles of Incorporation, and applicable state and Federal law. SECTION 8: MAJORITY ACTIONS AS BOARD ACTION Every act or decision done or made by a majority of the Regular Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation„ or provisions of the California Nonprofit Public Benefit Corporation Law require a greater percentage or different voting rules for approval of a matter by the Board. SECTION 9: VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, written resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased. Failure by any officer of the Board to attend three (3) consecutive regular meetings or by any Regular Director to attend four (4) consecutive regular meetings shall result in a declared vacancy of that Director's position and removal of that Director from the Board. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by final order of court, or convicted of a felony, or been found to be in the final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. Vacancies on the Board may be filled by vote of a majority of Directors then in office, whether or not less than a quorum, or by a sole remaining Director. A person elected to fill a vacancy in this section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office. Adopted June 19, 2015 Page 6 ARTICLE V OFFICERS SECTION 1: NUMBER OF OFFICERS The officers of this corporation shall be a President, a Vice President, a Secretary, a Treasurer, and the Executive Director of the Corporation, who is not a member of the Board. The Corporation may also have, as determined by the Board of Directors, other officers, including a Board Chair. A Director may only hold one office at a time. SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any Director may serve as officer of this Corporation. Officers shall be elected by the Board of Directors and other members, if any, at the Annual Meeting and shall begin their terms coincident with the Corporation's fiscal year. They shall serve for one year or until he or she resigns or is removed or is otherwise disqualified to serve, or until his her successor shall be elected and qualified, whichever occurs first. SECTION 3. OTHER OFFICERS AND SUBORDINATES The Board of Directors may appoint such other officers or agents as it may deem desirable. Such officers or agents shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. While under appointment, officers are subject to the conditions of Article III, Sections 6 thought 10 of these Bylaws and are not paid; agents are subject to the terms of any contract or agreement signed with the Board to serve the Board's purposes. SECTION 4. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 5: VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in the term of officers appointed at the discretion of the board may or may not be filled, as the Board shall determine. SECTION 6: DUTIES OF PRESIDENT The President shall be the chief planning and oversight officer of the Corporation and shall, subject to the control of the Board of Directors, oversee, advise, and inspect the affairs of the Corporation and the activities of its officers, including the Executive Director. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time Adopted June 19, 2015 Page 7 by the Board of Directors. He or she shall preside at all meetings of the Board of Directors. If applicable, he or she may, in the absence of the Executive Director and in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. SECTION 7: DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the power of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such duties as may be prescribed by laws, by the Articles of incorporation, or by these bylaws, or as may be prescribed by the Board of Directors. SECTION 8: DUTIES OF SECRETARY The Secretary (or his or her designee) shall certify and keep at the principal office of the Corporation 1. The original, or a copy, of these Bylaws as amended or otherwise altered to date. 2. A book of minutes of all meetings of the Directors. and if applicable, meetings of committees of Directors. 3. A membership book containing the current and past rosters of the Board of Director member's names, addresses, and telephone numbers. The Secretary (or his or her designee) is responsible to see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or by these Bylaws. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. SECTION 9: DUTIES OF TREASURER Subject to the provisions of these bylaws relating to the "Execution of instruments, Deposits and Funds," the Treasurer shall: Examine and oversee all revenues and disbursements of the Corporation and work with the Executive Director to establish appropriate policies and procedures to control such revenues and disbursements. Adopted June 19, 2015 Page 8 2. Cause to be kept and maintained.- adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses 3. Render to the President and Directors, whenever requested, an account of any and all transactions and of the financial condition of the Corporation 4. Examine and approve -the financial statements to be included in any required reports. 5. Exhibit at all reasonable times the financial records to any Director or to any person specifically authorized by the President or by the Board of Directors In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 10: DUTIES OF EXECUTIVE DIRECTOR The Executive Director (or his or her designee) shall attend and participate in all Board meetings and Board Committee meetings. The Executive Director is the Chief Executive Officer of the Organization, and, subject to the strategic plan, policies, and procedures of the Board of Directors and the guidance of the President, shall 1. Supervise, direct, and control the business and daily affairs of the Organization, including execution of deeds, documents, bonds, contracts, checks, and other instruments; 2. Hire, supervise, and direct all employees of the Organization, and have the power to delegate responsibilities and commensurate authority to subordinates; 3. Supervise, direct, and control the collection, deposit, and disbursement of all funds of the Organization in accordance with the specific policy guidelines of the Corporation and general financial plan submitted to and agreed upon by the Treasurer; 4. Be a participant at meetings of the Board, Executive Committee, and all standing committees, and shall serve as the staff representative thereto; 5. Have the general powers and duties of management usually vested in the office of Executive Director and general manager of a nonprofit corporation; and 6. Have such other powers and duties as may be prescribed by the President, the Board, and these Bylaws. Adopted June 19, 2015 Page 9 ARTICLE VI COMMITTEES SECTION 1: EXECUTIVE COMMITTEE The Executive Committee of the Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and Executive Director. The Board of Directors will delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except with the respect to: 1. The approval of any action which under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members. 2. The filling of any vacancies of the Board or on any committee which has the authority of the Board. 3. The fixing of compensation of the Directors for serving on the Board or on any committee. 4. The amendment or repeal of Bylaws or the adoption of any Bylaws. 5. The amendment of any resolution of the Board which by its express terms is not so amendable or repealable. 6. The approval of any transaction to which this Corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit public Benefit Corporation law. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report same to the Board from time to time as the Board may require. SECTION 2: OTHER COMMITTEES The Board of Directors may create additional committees, commissions, or advisory boards as necessary. Commissions and advisory boards shall act in an advisory capacity only to the Board and shall be clearly titled as commissions or advisory boards. Adopted June 19, 2015 Page 10 ARTICLE VII EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS SECTION 1: EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided for in these Bylaws, may by resolution authorize any officer or agent of the Corporation (in addition to the Executive Director) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent; or employee other than the Executive Director shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. SECTION 2: CHECKS AND NOTES. Except as otherwise specifically determined by resolution of the Board of Directions, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Executive Director and, if in excess of a pre -authorized amount, countersigned by the Treasurer or another authorized member of the Board of Directors. SECTION 3: DEPOSITS All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. SECTION 4: GIFTS The Board of Directors or the Executive Director may accept on behalf of the Corporation any contribution, gift, bequest or device for the charitable or public purposes of this Corporation. ARTICLE VIII CORPORATE RECORDS, REPORTS, AND SEAL SECTION 1: MAINTENANCE OF CORPORATE RECORDS The Corporation shall keep at its principal office in the State of California: 1. Minutes of all meetings of the Board of Directors and committees of the Board, Adopted June 19, 2015 Page 11 2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses, and 3. A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date. SECTION 2: CORPORATE SEAL The Board of Directors may adopt, use, and alter at will a corporate seal. Such seal shall be kept at the principal office of the Corporation. SECTION 3: DIRECTORS' INSPECTION RIGHTS Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and to inspect the physical properties of the Corporation. Directors shall make every effort not to disrupt the business or activities of the Corporation in exercising this right, and the Executive Director shall have the duty to inform the Board President if any such disruption takes place. The Executive Director may restrict access to disruptive Directors on a temporary basis, and the President, Executive Committee, or Board of Directors may restrict disruptive Directors on a permanent basis. SECTION 6: ANNUAL FINANCIAL REPORT The Board shall cause an annual financial report to be furnished not later than one hundred and eighty (180) days after the close of the Corporation's fiscal year, which report shall contain the following information in appropriate details: 1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year, 2. The principal changes in assets and liabilities, including trust funds, during the fiscal year, 3. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year, 4. The expenses or disbursement of the Corporation, for both general and restricted purposes, during the fiscal year, The annual financial report shall be from an independent accountant or accountants, authorized by an Audit Committee of the Corporation. Adopted June 19, 2015 Page 12 ARTICLE IX FISCAL YEAR SECTION l: FISCAL YEAR OF THE CORPORATION The fiscal year of the Corporation shall begin on the first day of July and end on the 30th day of June in the next calendar year. ARTICLE X BYLAWS SECTION 1: AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws of a public benefit nonprofit Corporation, these Bylaws or any of them, may be altered, amended, or repealed and new Bylaws adopted by the Board of Directors. SECTION 2: CERTAIN AMENDMENTS Notwithstanding the above Section of this Article, this Corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this Corporation nor the naive and address of its initial agent, except to correct an error in such statement or to delete either statement after the Corporation has filed a "Statement by a Domestic Non -Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law. Adopted June 19, 2015 Page 13 HARBARE-01 LAUREN ,d►CORn` CERTIFICATE OF LIABILITY INSURANCE DAT/30/2 02DIY 6!30/21 1 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(ies) 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 CONTACT Goodman Insurance Services, Inc. 27042 Towne Centre Drive, Suite 120 Foothill Ranch, CA 92610 PHONE FAX (A/c, No, Ext): (949) 769-3100 (ac, No):(949) 769-3930 R-MAAIDD INSURERS AFFORDING COVERAGE I NAIC # 7/1/2022 INSURER A: Nonprofits Insurance Alliance of California, Inc. PR AGE TO RENTED nce) $ 500,000 ES INSURED INSURER B:C ress Insurance Company 10855 INSURER C Harbor Area Gang Alternatives Program INSURER D: 309 West Opp Street Wilmington, CA 90744 INSURER E INSURER F: AUTOMOBILE Ix COVERAGES CERTIFICATE NUMBER: RFVISir)N NIIMRFR- 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. INSR LTR TYP E OF INSURANCE ADDL SUBR POLICY NUMBER OLICY EFF MP POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X J OCCUR X X 2021-00264 7/1/2021 7/1/2022 EACH OCCURRENCE $ 1'000'000 PR AGE TO RENTED nce) $ 500,000 ES MED EXP (Any oneperson) S 20'000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY C'; JEC LOCPRODUCTS-COMP/OPAGG OTHER: GENERAL AGGREGATE $ 2'000,000 2,000,000 ISEXUAL ABUSE 1,000,000 A AUTOMOBILE Ix LIABILITY ANY AUTO OWNED SCHEDULEDAUTOS ONLY AUTSBODILY X NON -OWNED AUTOS ONLY AUTOS ONLY X X 2021-00284 7/1/2021 7/1/2022 COMBINED SINGLE LIMIT 1,000,000 BODILY INJURY Per erson $ INJURY Per accidentHIRED PROPERTY DAMAGE Per accident $ AUMBRELLA X LIAB EXCESS LIAR HCLAIMS-MADE OCCUR 2021-00284-UMB 7/1/2021 7/1/2022 EACH OCCURRENCE 4'000'000 AGGREGATE A 4,000,000 DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA X HAWC116814 10/1/2020 10/1/2021 X PER 0TH. T —. E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYE S 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, ma be attached if more space is required) The certificate holder(s), is/are named additional insured per the attached forms, incruding general liability waiver, auto waiver of subrogation and blanket workers' compensation waiver, where required by written contract, with regard to the following project: All operations per written contract City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds on GL and Auto policies City of Carson ei +7: Attn: Community Development Department 701 East Carson Street Carson, CA 90745 ( 7 20C 7/7/20; SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2021-00284 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Any person or organization that you are required to All insured premises and operations, add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage' or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions: or 2. The acts or omissions of those acting on your behalf: in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed: or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 C Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ili — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 POLICY NUMBER: 2021-00284 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization that you are required to add as an additional insured on this pol icy, under a written contract or All insured premises and operations. agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to I iabil ity arising out of or related to your activities as areal estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law: and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement: or 2. Available under the applicable limits of insurance: whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 NONPROFITS INSURANCE �■ ALLIANCE OF CALIFORNIA A Head for insurance. A Heart for Nonprofits. POLICY NUMBER: 2021-00284 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization, who may be named in the schedule above, because of payments we make for injury or damage. NIAC-E26 11 17 Page 1 of 1 POLICY NUMBER: 2021-00284 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to cove rage provided by this a ndorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Harbor Area Gang Alternatives Program Endorsement Effective Date: 07/01/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization with whom you have a written contract currently in effect or becoming effective during the term of this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rig hts Of Recovery Against Others To Us condition does not apply to the person(s) or orga nization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accid ent" or the "I oss" under a contract with that person or organization. CA 04 4410 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA BLANKET BASIS 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 perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations 2636.00 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: 10/01/2020 PolicyNo.: HAWC116814 Endorsement No.: Insured: Harbor Area Gang Alternative Program DBA Gang Alternative Program Insurance Company: Cypress Insurance Company WC990410C (Ed. 01-19) Premium $ Countersigned by