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HomeMy Public PortalAboutC-23-019 - FAMILY PROMISE OF THE SOUTH BAY 2023 JAN 26SUBRECI PIENT AGREEMENT This SUBRECIPIENT AGREEMENT (t he “Agreement”), is made and enter ed into on thi s 6th day of December, 2022 , by and between the CITY OF CARSON, a Cal ifornia municipal cor por ati on (the “City"), and FAMILY PROMISE OF THE SOUTH BAY, a Cal ifornia n on-profit corporation (“Subrecipient”)(individually referred to herein a s “Party” and colle ctively , t he “P a r t i e s ”). RECITALS WHEREAS, th e City has entered into various fu nding agreements with the United Stat es Department of Ho us in g and Urban Devel opmen t (“HUD”), which funding agreeme nts p rovide Community Development Block Grant funds (“CDBG Funds’) to the City pursuant to the Federa l Hous ing and Community Development Act of 1974, codified a t 4 2 U.S.C. Section 5301 et seq.. as amended from t i m e to time (the “Act”), and the regulation s promulgated t hereunder, codifie d at 24 Code of Federal Regulations Section 570 et s eq. (the “Regulati ons”; and WHEREAS, i n December 2019, an outbreak of respirator y i llne ss due to a novel coronavirus (“COVID-19") was first identified in Wuhan City, Hubei Province, China; and WHEREAS, o n March 4, 2020, Governor Gavin Newsom de cla red a State o f Emergency f or the St at e o f Califo rnia; and WHEREAS, on March 11, 2020, the World Health Orga nization characte rized COVID-19 as a “pandemic”; and WHEREAS, o n Mar ch 13, 2 020, Pre si den t Trump de cla red a N ati ona l State of Emergency i n response to increased spre ad o f COVID-19; a nd WHEREAS, supplemen tal CDBG Funds to prevent, prepare for , and respond io th e coronavirus public health emergency (‘CDBG-CV Funds”) have been made availa ble t o the Ci ty pursuant to the Co ro na vi ru s Aid, R e l i e f , and Economic Security Act (‘CARES Act ’), cod ifie d at Pub lic Law 116 -13 6; and WHEREAS, t h e Act and th e CARES Act state tha t the Cit y may grant CDBG Fun ds to nonprofit organiz ations f o r c e r t a i n purposes allowed under t he Act and CARES Act; and WHEREAS, t h e Subreci pient is a nonprofit organizat ion wh ich operat es a program which is eligible f o r a grant o f CDBG-CV Funds; and WHEREAS, the Subrecipient is a provider of services th at will assist Ci ty res ident s wh o ha ve been negatively im pacted by t h e corona v irus p u b l i c heal th emerg ency; and WHEREAS, the City desires t o a ssist i n the operation of t he Subrecipient's program by gr anting CDBG-CV Funds t o the Subrecipient in order to pay f or all or a porti on o f the cosis incurred in operating the program, subject to the terms and c onditions more par ticu larly set f ort h in t hi s Ag reem ent; an d WHEREAS, this Agreement is not inten ded to cre ate, n or sh all i t be construed as cre ating, any r i g h t s i n any third parties not a Party to the same, but ra ther t his Agreement i s (1007.0001/834225.t 1 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 proposal for CDBG-CV 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 Proposal and Exhibit “A”, and only for that purpose. Subrecipient further represents and warranis thai it will adhere to the terms of the Proposal and this Agreement in providing said services, 1.2 National Objective. Subrecipient certifies that the services provided with the CDBG-CV Funds will meet the CDBG program's national objective of benefitting low and moderate income persons, as defined in 24 CFR Part 570.208. 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 inio this Agreemeni, 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 governmenial agency having jurisdiction at the time such services are rendered. 1.6 Licenses, Permits, Fees and Assessments. Subrecipient shall obtain at its sole cosis 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 Coniract 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. 1.6 Financiai_ Reporting. Any Subrecipient receiving or due to receive $20,000.00 or more from the City during the current fiscal year (July 1, 2022 through June 30, 01007.0001/834225.1 2 202 3) (t he “Fiscal Year’) sh all provide t he Ci ty wi th a financial state m ent w hi ch ha s b een c o m pleted wi th in t he most rec e nt tw elv e (1 2 ) mon ths an d w hic h shows t h at t h e Subrec i p i e nt’s f ina nci al r e c o r d s have b ee n ke pt in acco rd ance with g e nera lly accept ed accounting stand a rds (“Finan c i a l S iat eme nt”). Thi s F inan c ial S t a t e m e n t sh all be pre p are d b y a recog n i z ed a cc ou nti ng f ir m tha t is a pp r o v e d by o r s a t isfactor y to C i t y ’s Chie f Fin a n cia l Off i cer , and s hall i n clu d e a general ledg er balance sheet which ide nt ifi es revenue sources and e xp enses in s uff ici ent deiail to demonstra te compli ance with t his Agr eemen t a nd wh ich i s balanc ed with Subreci p i ent’s bank sta teme nts. Any organizati on recei ving o r due to rec eive le ss t ha n $20,000.00 from the C ity in the Fisca l Year sha ll prov ide the City with a copy o f th e organization’s m ost re cent chari t a ble t rus t r epo rt t o the A tt o r n e y G eneral, or ot he r f i nancial i n f ormation s atis f acto ry t o the Ci t y’s Chief F ina ncial O ff icer. Th e f i n a n c i a l info rmat ion tha t m ust be pr ovi ded pu r suant to th is para graph sh ail be furn ished to t h e C i t y ’s C h i e f Finan cial Offi cer n o t lat er th an Jan uary 31° of t h e cu rren t Fiscal Year. 4.9 A udits and Insp e ctio ns. All S u breci p i ent r ecor ds con c erni n g a n y m atter c o v ered b y t hi s Agr eeme nt sha ll be made avai l able t o t h e C i ty, HUD, and the Co mptr olle r G e neral of t h e Un ited St ate s, or an y o f their aut hor i zed repre s e ntativ e s , a t an y time dur i n g nor mal bus i n e ss hours, as oft en as is dee med n e c essary by t hos e enti t i e s in ord e r t o a udi t, ex am ine, a n d m a k e exc erp ts or t ransc r ipts of a ll re lev ant d ata . An y d eficien ci es n ot ed i n aud i t repo r t s m us t b e f u ll y cl e ar ed b y t he Sub r ec i pie n t wi t hi n t h i rt y (3 0 ) day s a f t er re c eip t o f such report s by t h e S ubrec i pient. Fa il ur e by i h e S ubrec ipie n t t o c omply w ith t hes e aud i t requ irem e nts will c o n s t i t u t e a b rea ch o f th is A greem ent a nd ma y res u l t in th e withholding o f futur e payments th er eu nd er . The S ubre c ipie nt he r eby ag r ees to h ave a n a nn ual ag ency aud i t c onducted i n acco rdance wit h c u rr ent Ci ty p ol ic y co nc ern ing Su brec i pien t a ud its a n d 2 C FR 2 00 . 2 .0 C OMPENSATION . 2 .1 Contrac t Sum. T h e Cit y sh all pay t o Sub rec ipien t f or the servic es t o be p r ovided he r e u n d e r , on a rei mbu rsable b asis, a s um n ot t o e xcee d SIX TY THOUSAND DOLLARS AND NO CENTS ($60,000.00) (t he “Contra c t Sum"), in accordan ce with the “Sch edule o f Compens ation” att ach ed he reto and inc orp orate d herein as Exh i bit “C ” to th i s Agr eem ent, wh ic h s u m sha ll consti tute f ull a nd compl ete re imbursem ent f o r the i mplementation o f thi s Agree ment for t h e ent i re Term ther eof. S ubr eci pien t shall subm i t to the C ity mont hly statement s of re imbursable exp end itures p ursu ant t o the atta ch ed “Sche du le of Compens ation ’, alo ng w i t h perti nent support in g d ocumenta tion. The C it y shall p ro mptly rev i ew th e monthly e x p e n d i t u r e st atements and, u pon appr ova l, reimbu rse S ubrec ipie nt fo r its a uthorized ope ratin g c osis. 22 Pay roll R ecords. i n c a s e s w here t h e Co nt ra ct S um w i ll reimbu r s e p a y r oll expe nses as p art of operat ions, Subrecipi ent sha ll establish a sys tem for main taining accurate pay roll records which will t r a c k dai ly h ours charged to the pro ject by Subrec ipie nt’s employees , as set f ort h i n 2 CFR 200 .43 0. 2.3 Draw Downs. Fa il ure by S ubrecip ient to request re imbursement or en c umbrance of at l ea s t 2 5 % o f the Con tra ct Sum by t h e en d of ea ch F isc al Y e ar quart e r (i.e. by September 30, December 30, March 3 1 , and Jun e 30, re spe ctively) shall r esul t in th e immedia t e forf e itur e of 25% o f t h e Co ntrac t Sum, u nless th is requirement i s w a ived b y the Contract Offi cer. The Contr act O fficer reserve s i t h e s ole and unfett ere d right to determ ine whethe r the c ircumst ances wa rr an t s u c h a waive r. Any s uch wa iver by t he Contract Offic er 01 00 7.0001/83422 5.1 3 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 —Defauli. 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 ihe 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 conneciion therewith: Lori Eastman, Executive Director 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 coniract 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 agenis 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 conient 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 CG0001 or equivaisni). insurance Services Oifices Form CG 00 01 covering Commercial General Liability (CGL) on an “occurrence” basis including products and completed operations, property damage, 01007.0001/834225,1 4 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 coniract/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 Agreemeni. (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 auios (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 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) lf 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 subconiractor. 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 Gity, 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 coniribution 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 noi 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 01007.0001/834225.1 5 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 agenis (‘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 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, agenis, subcontraciors, 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 fram 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, aeasht (‘Term’). (See also Exhibit B discussion of “Project Closeout.”) A023 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 ali services rendered prior to receipt of the 01007.0001/834225.1 6 n o t i c e o f t e r m i n a t i o n , a n d C i t y s h a ll b e e n t i t l e d t o r e i m b u r s e m e n t f o r a n y s e r v i c e s t h a t h a v e b ee n p a i d f o r b u t n o t r e n d e r e d . 6 .0 M I S C E LL A N E O U S P R O V I S I O N S . 6 .1 C o n f l i c t s o f I n t e r e s t . S u b r e c i p i e n t , ii s a g e n t s a n d e m p l o y ee s s h a ll c o m p l y w i t h a pp l i c a b l e f e d e r a l , s t a t e , a n d l o c a l l a w s a n d r e g u l a t i o n s g o v e r n i n g c o n f l i c t o f i n t e r e s t . S u b r e c i p i e n t c o v e n a n i s t h a t i t p r e s e n t l y h a s n o i n t e r e s t a n d s h a ll n o t a c q u i r e a n y i n t e r e s t , d i r e c t o r i n d i r e c t , t h a t m a y b e a ff e c t e d b y t h e s e r v i c e s t o b e p e r f o r m e d b y i t u n d e r t h i s A g r ee m e n t , o r t h a t w o u l d c o n f l i c t i n a n y m a nn e r w i t h t h e p e r f o r m a n c e o f i t s s e r v i c e s h e r e u n d e r . S u b r e c i p i e n t f u r t h e r c o v e n a n t s t h a t , i n p e r f o r m i n g t h i s A g r ee m e n t , n o p e r s o n h a v i n g a n y s u c h i n t e r e s t s h a ll b e e m p l o y e d b y i t . F u r t h e r m o r e . S u b r e c i p i e n t s h a ll a v o i d t h e a pp e a r a n c e o f h a v i n g a n y i n t e r e s t i h a t w o u l d c o n f l i c t i n a n y m a nn e r w i t h t h e p e r f o r m a n c e o f i t s s e r v i c e s p u r s u a n t t o t h i s a g r ee m e n t . S u b r e c i p i e n t a g r ee s n o t t o a cc e p t a n y e m p l o y m e n t o r r e p r e s e n t a t i o n d u r i n g i h e t e r m o f t h i s A g r ee m e n t t h a t i s o r m a y l i k e l y m a k e S u b r e c i p i e n t “f i n a n c i a ll y i n t e r e s t e d ” (a s p r o v i d e d i n C a l i f o r n i a G o v e r n m e n t C o d e S e c t i o n s 4 99 0 a n d 8 7 1 00 ) i n a n y d e c i s i o n m a d e b y C i t y o n a n y m a nn e r i n c o nn e c t i o n w i t h w h i c h S u b r e c i p i e n t h a s b ee n r e t a i n e d p u r s u a n t t o t h i s A g r ee m e n t . 6 .2 W a rr a n t y a n d R e p r e s e n t a t i o n o f N o n -C o ll u s i o n . C i t y h e r e b y w a rr a n t s a n d r e p r e s e n t s t h a t n o o ff i c i a l , o ff i c e r , O F e m p l o y ee o f t h e C i t y h a s a n y f i n a n c i a l i n t e r e s t , d i r e c t O f i n d i r e c t , i n t h i s A g r ee m e n t , n o r s h a ll a n y o ff i c i a l , o ff i c e r , O F e m p l o y ee o f t h e C i t y p a r t i c i p a t e i n a n y d e c i s i o n r e l a t i n g t o t h i s A g r ee m e n t w h i c h m a y a ff e c t h i s /h e r f i n a n c i a l i n t e r e s t o r t h e f i n a n c i a l i n t e r e s t o f a n y c o r p o r a t i o n , p a r t n e r s h i p , O F a ss o c i a t i o n i n w h i c h (s )h e i s d i r e c t l y i n t e r e s t e d , o F i n v i o l a t i o n o f a n y s t a t e o r m u n i c i p a l s t a t u t e o r r e g u l a t i o n . T h e d e t e r m i n a t i o n o f “f i n a n c i a l i n t e r e s t ’ s h a ll b e c o n s i s t e n t w i t h S t a t e l a w a n d s h a ll n o t i n c l u d e i n t e r e s t f o u n d t o b e “r e m o t e ” o r “n o n i n t e r e s t ” p u r s u a n t t o C a l i f o r n i a G o v e r n m e n t C o d e S e c t i o n s 4 0 9 1 a n d 1 0 9 1 6 : S u b r e c i p i e n t h e r e b y w a rr a n t s a n d r e p r e s e n t s t h a t (s )h e /i t h a s n o t e n g a g e d i n a n y a c t (s ), o m i ss i o n (s ), O F o t h e r c o n d u c t o r c o ll u s i o n t h a t w o u l d r e s u l t i n t h e p a y m e n t o f a n y m o n e y , c o n s i d e r a t i o n , o F o t h e r t h i n g o f v a l u e t o a n y t h i r d p a r t y i n c l u d i n g , b u t n o t l i m i t e d t o , a n y C i t y o ff i c i a l , o ff i c e r , O F e m p l o y ee , a s 4 r e s u l t o r c o n s e q u e n c e o f o b t a i n i n g o F b e i n g a w a r d e d a n y a g r ee m e n t . S u b r e c i p i e n t i s a w a r e o f a n d u n d e r s t a n d s t h a t a n y s u c h a c t (s ); o m i ss i o n (s ), O F o t h e r c o n d u c t r e s u l t i n g i n t h e p a y m e n t o f m o n e y , c o n s i d e r a t i o n , O F o t h e r t h i n g o f v a l u e w i ll r e n d e r t h i s A g r ee m e n t y o i d a n d o f n o f o r c e a n d e ff e c t . S u b r e c i p i e n t R e p r e s e n t a t i v e i n i t i a l s \ V 0 6 .3 . P r o h i b i t e d A c t i v i t y . S u b r e c i p i e n t i s p r o h i b i t e d f r o m u s i n g C D B G -C V F u n d s p r o v i d e d h e r e i n , O F p e r s o nn e l e m p l o y e d i n t h e a d m i n i s t r a t i o n o f t h e p r o g r a m f o r w h i c h t h o s e f u n d s h a v e b ee n g r a n t e d , f o r a n y o f t h e f o ll o w i n g a c t i v i t i e s : p o l i t i c a l a c t i v i t i e s , a c t i v i t i e s o f a n i n h e r e n t l y r e l i g i o u s n a t u r e , l o bb y i n g , p o l i t i c a l p a t r o n a g e , a n d n e p o t i s m a c t i v i t i e s . R e l i g i o u s e n t i t i e s m a y u s e C D B G -C V f u n d s f o r s e c u l a r a c t i v i t i e s o n l y I n a cc o r d a n c e w i t h t h e f e d e r a l r e g u l a t i o n s s p e c i f i e d i n 2 4 C F R 5 7 0 .2 00 (j ). r e g a r d i n g s u c h a c t i v i t i e s a s w o r s h i p , r e l i g i o u s i n s t r u c t i o n , O F p r o s e l y t i z a t i o n . 6 .4 N o n -W a i v e r o f T e r m s , R i g h i s a n d R e m e d i e s . A . W a i v e r . T h e f a i l u r e o f a n o n -d e f a u l t i n g P a r t y t o e n f o r c e a n y r i g h t , p r o v i s i o n , O F r e m e d y s h a ll n o t i m p a i r s u c h r i g h t , p r o v i s i o n , O f r e m e d y , a n d s h a ll n o t c o n s t i t u t e 4 w a i v e r o f s u c h r i g h t o r p r o v i s i o n i n t h e a b s e n c e o f a w r i tt e n c o n f i r m a t i o n o f w a i v e r s i g n e d b y t h e d e f a u l t i n g P a r t y . i n n o e v e n t s h a ll t h e 1 00 7 .9 00 1 /8 3 4 22 5 .1 7 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 jn 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 tight to act with respect to subsequent or Similar breaches. B, Waiver by either Party of any of the conditions of Performance under this Agreement shail 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 OF approval shall not be deemed to waive or Los Angeles County, 6.6 Notice. Any notice, demand, request, documeni, consent, approval, or communication either arty desires or is required io 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: Lori Eastman Executive Director Family Promise of the South Bay 2930 El Dorado Street Torrance, California 90503 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 a, rement, This Agreement, and any other documents incorporated herein by specific reference, represenis the entire and integrated agreement 01007.0001/834225 | 8 b e t w ee n C i t y a n d S u b r e c i p i e n t . T h i s A g r ee m e n t s u p e r s e d e s a ll p r i o r o r a l o F w r i tt e n n e g o t i a t i o n s , r e p r e s e n t a t i o n s , o r a g r ee m e n i s . T h i s A g r ee m e n t m a y n o t b e a m e n d e d , n o r a n y p r o v i s i o n o u t r e a c h h e r e o f w a i v e d , e x c e p t i n a w r i t i n g s i g n e d b y t h e P a r t i e s t h a t e x p r e ss l y r e f e r s t o t h i s A g r ee m e n t . 6 .9 C a l i f o r n i a L a w . T h i s A g r ee m e n t s h a ll b e i n t e r p r e t e d , c o n s t r u e d a n d g o v e r n e d b o t h a s t o v a l i d i t y a n d t o p e r f o r m a n c e o f t h e P a r t i e s i n a cc o r d a n c e w i t h t h e l a w s o f t h e S t a t e o f C a l i f o r n i a . L e g a l a c t i o n s c o n c e r n i n g a n y d i s p u t e , c l a i m o r m a tt e r a r i s i n g o u t o f o r i n r e l a t i o n t o t h i s A g r ee m e n t s h a ll b e i n s t i t u t e d i n t h e S u p e r i o r C o u r t o f t h e C o u n t y o f L o s A n g e l e s , S t a t e o f C a l i f o r n i a . i n t h e e v e n t o f l i t i g a t i o n i n a U . S . D i s t r i c t C o u r t , v e n u e s h a ll l i e e x c l u s i v e l y i n t h e C e n t r a l D i s t r i c t o f C a l i f o r n i a , i n t h e C o u n t y o f L o s A n g e l e s , S t a t e o f C a l i f o r n i a . 6 .1 0 S e v e r a b i l i t y . {n t h e e v e n t t h a t p a r t o f t h i s A g r ee m e n t s h a ll b e d e c l a r e d i n v a l i d o r u n e n f o r c e a b l e b y a v a l i d j u d g m e n t o r d e c r ee o f a c o u r t o f c o m p e t e n t j u r i s d i c t i o n , s u c h i n v a l i d i t y o r u n e n f o r c e a b i l i t y s h a ll n o t a ff e c t a n y o f t h e r e m a i n i n g p o r t i o n s o f t h i s A g r ee m e n t w h i c h a r e h e r e b y d e c l a r e d a s s e v e r a b l e a n d s h a ll b e i n t e r p r e t e d t o c a rr y o u t i h e i n t e n t o f t h e P a r t i e s h e r e u n d e r u n l e ss t h e i n v a l i d p r o v i s i o n i s s o m a t e r i a l t h a t i t s i n v a l i d i t y d e p r i v e s e i t h e r P a r t y o f t h e b a s i c b e n e f i t o f t h e i r b a r g a i n o r r e n d e r s t h i s A g r ee m e n t m e a n i n g l e ss . 6 .11 C o r p o r a t e A u t h o r i t y . T h e p e r s o n s e x e c u t i n g t h i s A g r ee m e n t o n b e h a l f o f t h e P a r t i e s h e r e t o w a rr a n t t h a t (i ) s u c h P a r t y i s d u l y o r g a n i z e d a n d e x i s t i n g , (ii ) t h e y a r e d u l y a u t h o r i z e d t o e x e c u t e a n d d e l i v e r t h i s A g r ee m e n t o n b e h a l f o f s a i d P a r t y , (i l i ) b y S ° e x e c u t i n g t h i s A g r ee m e n t , s u c h P a r t y i s f o r m a ll y b o u n d +o t h e p r o v i s i o n s a f t h i s A g r ee m e n t , a n d (i v ) t h e e n t e r i n g i n t o t h i s A g r ee m e n t d o e s n o t v i o l a t e a n y p r o v i s i o n o f a n y o t h e r A g r ee m e n t f o w h i c h s a i d P a r t y i s b o u n d . [S I G N A T U R E S O N T H E F O LL O W I N G P A G E ] 0 1 00 7 .000 1 /8 3 4 22 5 .1 9 IN WITNESS WHEREOF, the Parties have execuied this Agreement on the date first above written. CITY OF CARSON, CALIFORNIA Dated: By: a a Lula Davis-Holmes, Mayor ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: Aleshire & Wynder, LLP Sunny kK, Soltani, City Attorney [ALH] SUBRECIPIENT:** #« FAMILY PROMISE OF THE SOUTH BAY By: WW. te Name: tex : Tile: Bepop Desideot Date: 12 (3/2029 __ INCORPORATION, OR OTHER RULES oR REGULATIONS AP BUSINESS ENTITY. “ee 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. 01007.0001/834225. | 10 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written, Dated: 2) 202% ATTEST: Dr. Khaleah K. Bradshaw, City Clerk CITY OF CARSON, CALIFORNIA Mayor APPROVED AS TO FORM: Aleshire & Wynder, LLP -__ —— Tora Sunny K Solfani, Cin: Athirney rat a oun SUBRECIPIEN T+ FAMILY PROMISE OF THE SOUTH BAY Date: {ZAaow “SUBRECIPIENT’S SIGNATURES SHALL BE pDuULy NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUBED 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 Treas urer, 01007.0001/834225, | 10 C A L I F O R N I A A LL P U R P O S E A C K N O W L E D G M E N T C A L I F O R N I A A LL -P U R P O S E A C K N O W L E D G M E N T A n o t a r y p u b l i c o r o t h e r o ff i c e r c o m p l e t i n g t h i s c e r t i f i c a t e v e r i f i e s o n l y t h e i d e n t i t y o f t h e i n d i v i d u a l w h o s i g n e d t h e d o c u m e n t t o w h i c h t h i s c e r t i f i c a t e i s a tt a c h e d , a n d n o t t h e t r u t h f u l n e ss , a cc u r a c y o r v a l i d i t y o f t h a t d o c u m e n t . S T A T E O F C A L I F O R N I A C O U N T Y O F L O S A N G E L E S (w i e n p u b l o n D e c . 3 _ 2 0 22 b e f o r e m e . d e l i w e r p e r s o n a ll y a pp e a r e d ” [h e 2 d p c e (9 - d e n p r o v e d t o m e o n t h e b a s i s o f s a t i s f a c t o r y e v i d e n c e t c 2 t h e p e r s o n (s ) w h o s e n a m e s (s ) i s /a r e s u b s c r i b e d t o t h e w i t h i n i n s t r u m e n t a n d a c k n o w l e d g e d t o m e t h a t h e /s h e /t h e y e x e c u t e d t h e s a m e i n h i s /h e r /t h e i r a u t h o r i z e d c a p a c i t y (i e s ). a n d t h a t b y h i s /h e r /t h e i r s i g n a t u r e (s ) o n t h e i n s t r u m e n t t h e p e r s o n (s ), o r t h e e n t i t y u p o n b e h a l f o f w h i c h t h e p e r s o n (s ) a c t e d , e x e c u t e d t h e i n s t r u m e n t . i c e r t i f y u n d e r P E N A L T Y O F P E R J U R Y u n d e r t h e l a w s o f t h e S t a t e o f C a l i f o r n i a t h a t t h e f o r e g o i n g p a r a g r a p h i s t r u e a n d c o rr e c t . > G I N A R O D R I G U E Z a » No ta r y P ub l i c - C a lifo r n i a 3 o a a v e r L o s A n g e l e s C o u n ty 2 eee C o mm i ss i o n # 2357281 S I E ” m y C o mm . E x p i r e s M a y 4 2 , 2 0 2 5 W I T N E SS m y h a n d af S i g n a t u r e : O P T I O N A L T h o u g h t h e d a t a b e l o w i s n o t r e q u i r e d b y l a w . i t m a y p r o v e v a l u a b l e t o p e r s o n s r e l y i n g o n t h e d o c u m e n t a n d c o u l d p r e v e n t f r a u d u l e n t r e a tt a c h m e n t o f t h i s f o r m . C A P A C I T Y C L A I M E D B Y S I G N E R D E S C R I P T I O N O F A TT A C H E D D O C U M E N T C l I N D I V I D U A L C O R P O R A T E O FF I C E R a a e T I T L E (S ) . T I T L E O R T Y P E O F D O C U M E N T P A R T N E R (S ) | L I M I T E D G E N E R A L A TT O R N E Y -I N -F A C T o o n o o Oo T R U S T EE (S ) N U M B E R O F P A G E S G U A RD I A N /C O N S E R Y V A T O R O T H E R . SIGNER I S R E PR E SE N T IN G : D A T E O F DO C U ME N T (N A M E O F P E R S O N (S ) O R E N T I T Y (I E S )) e r C u r S I G N E R (S ) O T H E R T H A N N A M E D A B O V E 9 1 00 7 .000 1 /8 3 4 22 5 .1 11 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT 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 Pedal On Déc 1% __+ 2022 before me, Ay e-personally appeared Uae ; Jobson proved fo 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 ihe 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 (ruc and correct 8 aio, Bec nat GINA RODR,GLEZ Notary Puoile - Caifarata Las Angeles Caunty Commission # 2397281 My Comm. Expires May 12, 2029 WITNESS my hand Signature: a ZA NN AL 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 C] INDIVIDUAL CORPORATE OFFICER rere Ses — = > TITLE(S) TITLE OR TYPE OF DOCUMENT PARTNER(S) [7] LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) NUMBER OF PAGES GUARDIAN/CONSERVATOR OTHER o e SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) O N O oO GNER(S) OTHER THAN NA MED ABOVE I Ss 01007.0001/834225, | 12 S C O P E O F S E R V I C E S E X H I B I T “A ” 1 . S u b r e c i p i e n t s h a ll u t i l i z e t h e C D B G F u n d s p r o v i d e d b y t h e C i t y p u r s u a n t t o t h i s A g r ee m e n t i o p r o v i d e s e r v i c e s t O C i t y o f C a r s o n r e s i d e n t s w h o a r e e x p e r i e n c i n g h o m e l e ss n e ss o r a r e a t r i s k o f h o m e l e ss n e ss a S 4 r e s u l t o f t h e p u b l i c h e a l t h e m e r g e n c y c o mm o n l y k n o w n a s i h e C O V I D -1 9 p a n d e m i c . Z z . S e r v i c e s r e n d e r e d b y S u b r e c i p i e n t s h a ll i n c l u d e t h e f o ll o w i n g : > M o v e -i n a ss i s t a n c e , t o i n c l u d e a pp l i c a t i o n f ee s , s e c u r i t y d e p o s i t s , f i r s t m o n t h 's r e n t , a n d f u r n i t u r e , > S h e l t e r , t r a n s p o r t a t i o n , a n d f oo d e x p e n s e s ; e E m p l o y m e n t r e a d i n e ss , i n c l u d i n g c e r t i f i c a t i o n p r o g r a m s a n d e d u c a t i o n a l r e q u i r e m e n t s f o r e m p l o y m e n t g r o w t h ; e F i n a n c i a l l i t e r a c y i n s t r u c t i o n a n d r e l a t e d e d u c a t i o n a l m a t e r i a l s ; © S h o r t -t e r m m o t e l s t a y s f o r g a p s h e l t e r ; a n d e C a s e m a n a g e m e n t s e r v i c e s f o r h o m e l e ss n e ss p r e v e n t i o n , d i v e r s i o n , h o u s i n g n a v i g a t i o n , p l a c e m e n t , a n d r e t e n t i o n . 3 . C o s t s f o r w h i c h S u b r e c i p i e n t s h a ll b e r e i m b u r s e d f r o m t h e C D B G -C V E u n d s s h a ll b e l i m i t e d t o d i r e c t c o s t s o f p e r s o nn e l , i n c l u d i n g w a g e s . s a l a r i e s , a n d b e n e f i t s , a ss o c i a t e d w i t h t h e s e r v i c e s d e s c r i b e d i n p a r a g r a p h N o . 2 , a b o v e (s p e c i f i c a ll y , S u b r e c i p i e n t ’s C a s e M a n a g e r a n d P r o g r a m C oo r d i n a t o r ). 4 . T h e p r i m a r y l o c a t i o n f o r s e r v i c e s p r o v i d e d i n a cc o r d a n c e w i t h t h i s A g r ee m e n t s h a ll b e S u b r e c i p i e n t 's f a c i l i t y l o c a t e d a t 2 9 3 0 E l D o r a d o S t r ee t , T o rr a n c e , C a l i f o r n i a . S s S u b r e c i p i e n t a n t i c i p a t e s p r o v i d i n g s e r v i c e s t o a pp r o x i m a t e l y t e n (1 0 ) C a r s o n f a m i l i e s . 6 . R e c o g n i z i n g S u b r e c i p i e n t 's a c k n o w l e d g e m e n t i n S e c t i o n 1 .2 o f t h i s A g r ee m e n t t h a t t h e a c t i v i t i e s c a rr i e d o u t w i t h t h e C D B G -C V F u n d s s h a ll m ee t t h e C D B G p r o g r a m 's n a t i o n a l o b j e c t i v e o f b e n e f i tt i n g l o w a n d m o d e r a t e i n c o m e i n d i v i d u a l s , S u b r e c i p i e n t s h a ll e n s u r e t h a t a t l e a s t f i f t y -o n e p e r c e n t (5 1 %) o f c l i e n t s m ee t t h e s t a n d a r d o f l o w a n d m o d e r a t e i n c o m e , a s d e t e r m i n e d b y t h e C i t y . S u b r e c i p i e n t s h a ll v e r i f y p a r t i c i p a n t s : t o t a l h o u s e h o l d i n c o m e b y r e q u e s t i n g t o s ee d o c u m e n t a t i o n t h a t s h o w s i n c o m e i n f o r m a t i o n f o r a ll h o u s e h o l d m e m b e r s , a n d s h a ll k ee p r e c o r d s r e f l e c t i n g i h e v e r i f i c a t i o n o f s u c h i n c o m e o n f i l e a n d a v a i l a b l e f o r i n s p e c t i o n b y r e p r e s e n t a t i v e s o f C i t y a n d i o r H U D . S u b r e c i p i e n t s h a ll a l s o , %© t h e e x t e n t p r a c t i c a b l e , o b i a i n i n f o r m a t i o n r e g a r d i n g t h e r a c i a l , e t h n i c , a n d f e m a l e -h e a d e d h o u s e h o l d s t a t u s o f p a r t i c i p a n t s . S u b r e c i p i e n t s h a l t r e p o r t t h e i n c o m e , f a c e , e t h n i c i t y , a n d f e m a l e - h e a d e d h o u s e h o l d s t a t u s o f p a r t i c i p a n t s t o C i t y i n a cc o r d a n c e w i t h S e c t i o n 2 , P r o g r a m E v a l u a t i o n a n d R e v i e w , a n d S e c t i o n 3 , R e p o r t i n g R e q u i r e m e n t s . o f t h e a tt a c h e d E x h i b i t “B ”, “S p e c i a l R e q u i r e m e n t s ’. 7 . C i t y w i ll m o n i t o r t h e p e r f o r m a n c e o f S u b r e c i p i e n t a g a i n s t g o a l s a n d p e r f o r m a n c e s t a n d a r d s i n c l u d i n g , b u t n o t l i m i t e d t o , t h o s e s t a t e d a b o v e . S u b s t a n d a r d p e r f o r m a n c e a s d e t e r m i n e d b y C i t y w i ll c o n s t i t u t e n o n c o m p l i a n c e w i t h t h i s A g r ee m e n t . i f a c t i o n t o c o rr e c t s u c h s u b s t a n d a r d p e r f o r m a n c e i s n o t t a k e n b y Y 1 Q 0 7 .000 1 /8 3 4 22 5 .1 4 3 61007.0001 /$34225 1 [END OF EXHIBIT “A’) 14 E X H I B I T “B ” S P E C I A L R E Q U I R E M E N T S T h e p r o v i s i o n s o f t h i s E x h i b i t B a r e h e r e b y a dd e d t o t h e A g r ee m e n t . T o t h e e x t e n t a n y o f t h e p r o v i s i o n s o f E x h i b i t B c o n f l i c t w i t h p r o v i s i o n s e l s e w h e r e i n t h e A g r ee m e n t , t h e p r o v i s i o n s o f E x h i b i t B s h a ll g o v e r n . 1 . S e c t i o n 2 .3 , D r a w D o w n s , i s h e r e b y a m e n d e d a n d s h a ll n o w r e d a s f o ll o w s (a dd e d t e x t i s i n d i c a t e d i n p o l d i t a l i c s ): “9 3 D r a w D o w n s . F a i l u r e b y S u b r e c i p i e n t t o r e q u e s t r e i m b u r s e m e n t o F e n c u m b r a n c e o f a t l e a s t 2 5 % o f t h e C o n t r a c t S u m b y t h e e n d o f e a c h F i s c a l Y e a r q u a r t e r (7 . &., b y S e p t e m b e r 3 0 , D e c e m b e r 3 0 , M a r c h 3 1 , a n d J u n e 3 0 , r e s p e c t i v e l y ) s h a ll r e s u l t i n t h e i mm e d i a t e f o r f e i t u r e o f 2 5 % o f t h e C o n t r a c t S u m , u n l e ss t h i s r e q u i r e m e n t i s w a i v e d b y t h e C o n t r a c t O ff i c e r . T h e C o n t r a c t O ff i c e r r e s e r v e s i h e s o l e a n d u n f e tt e r e d r i g h t t o d e t e r m i n e w h e t h e r t h e c i r c u m s t a n c e s w a rr a n t s u c h 4 w a i v e r . A n y s u c h w a i v e r b y t h e C o n t r a c t O ff i c e r h a ll n o t b e d ee m e d t o w a i v e o r r e n d e r u nn e c e ss a r y S u b r e c i p i e n t 's c o m p l i a n c e w i t h t h i s p r o v i s i o n f o r t h e r e m a i n d e r o f t h e T e r m o f t h i s A g r ee m e n t . T h e C o n t r a c t O ff i c e r h e r e b y a c k n o w l e d g e s a n d a g r ee s f o w a i v e t h e 2 5 % r e q u i r e m e n t i n t h i s S e c t i o n 2 .3 .” i l . T h i s A g r ee m e n t i s s u b j e c t t o a n d i n c o r p o r a t e s t h e t e r m s o f t h e H o u s i n g a n d C o mm u n i t y D e v e l o p m e n t A c t o f 1 9 7 4 , a s a m e n d e d , 2 4 C o d e o f F e d e r a l R e g u l a t i o n s (*C F R ’) C h a p t e r V , P a r t 5 7 0 ; C i t y ’s C D B G P r o g r a m G u i d e l i n e s ; a n d a ll a m e n d m e n t s o r s u cc e ss o r r e g u l a t i o n s o F g u i d e l i n e s t h e r e t o . A . F e d e r a l C o n t r a c t P r o v i s i o n s . S u b r e c i p i e n t a g r ee s t o c o m p l y w i t h t h e f o ll o w i n g f e d e r a l r e q u i r e m e n t s i n t h e p e r f o r m a n c e o f t h i s A g r ee m e n t . 4 . S u b r e c i p i e n t s h a ll c o m p l y w i t h E x e c u t i v e O r d e r 11 2 4 6 , a s a m e n d e d b y E x e c u t i v e O r d e r s 4 1 3 7 5 a n d 4 2 0 8 6 , a n d i m p l e m e n t i n g r e g u l a t i o n s a t 4 1 C F R C h a p t e r 6 0 , w h i c h r e q u i r e s t h a t d u r i n g t h e p e r f o r m a n c e o f t h i s A g r ee m e n t , S u b r e c i p i e n t a g r ee s n o t t o d i s c r i m i n a t e a g a i n s t a n y e m p l o y ee o r a pp l i c a n t f o r e m p l o y m e n t b e c a u s e o f r a c e , r e l i g i o n , S e x , c o l o r , o f n a t i o n a l o r i g i n . S u b r e c i p i e n t s h a ll c o n s i d e r a ll a pp l i c a n t s w i t h o u t r e s p e c t t o t h e i r r a c e , r e l i g i o n , s e x , o F n a t i o n a l o r i g i n w i t h r e s p e c t t o t h e f o ll o w i n g w i t h o u t l i m i t a t i o n : e m p l o y m e n t , u p g r a d i n g , d e m o t i o n , o F t r a n s f e r ; r e c r u i t m e n t o r r e c r u i t m e n t a d v e r t i s i n g ; l a y o ff o r t e r m i n a t i o n , r a t e s o f p a y o r o t h e r f o r m s o f c o m p e n s a t i o n ; a n d s e l e c t i o n f o r t r a i n i n g , i n c l u d i n g a pp r e n t i c e s h i p . S y b r e c i p i e n t a g r ee s t o p o s t i n c o n s p i c u o u s p l a c e s , a v a i l a b l e t o e m p l o y ee s a n d e m p l o y m e n t a pp l i c a n t s , n o t i c e s s e tt i n g f o r t h t h e p r o v i s i o n s o f t h i s n o n d i s c r i m i n a t i o n c l a u s e . 2 . i n i t s s o l i c i t a t i o n s o f a d v e r t i s e m e n t s f o r e m p l o y ee s , S u b r e c i p i e n t s h a ll s t a t e t h a t a ll q u a l i f i e d a pp l i c a n t s w i ll r e c e i v e 9 1 00 7 ,000 1 /8 3 4 22 5 .1 1 5 O1007.0001/834225, | 10. 11. consideration for employment without regard to race, color, religion, sex, or national origin. 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, Subrecipient shall comply with Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 17014 et seq., which requires that to the greatest extent feasible, Opportunities for training and employment be given to lower 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 face, color, national Origin, or sex, be excluded from participation in, be denied the benefits of, or be Subjected ito discrimination under any program or activity receiving federal financial assistance. Subrecipient shall comply with Section 904 of the Rehabilitation Act of 1973 (PLL. 93-4 12), as amended, and implementing regulations. Subrecipient shall comply with the Age Discrimination Act of 1975 (PLL. 94-135), as amended, and implementing regulations. Subrecipient shall comply with the relocation requirements of Title Il and the acquisition requirements of Title Hl of the Uniform Relocation Assistance and Real Property Acquisition Policies Act at 24 CFR Part 42, 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 570.200(j). Subrecipient — shall comply with the labor siandard requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issued to implement said requirements. Subrecipient — shall comply with the Program income requirements as set forth in 24 CFR 570.504(c) and 570.503(b)(8). 16 1 00 7 Q 00 1 /8 3 4 22 5 .1 12. 13. 14. 15. 16. 18. 19. 20. S u b r e c i p i e n t s h a ll c o m p l y w i t h a ll f e d e r a l l a w s a n d r e g u l a t i o n s d e s c r i b e d i n 2 4 C F R 5 7 0 , S u b p a r t K , e x c e p t t h a t t h e S u b r e c i p i e n t d o e s n o t a ss u m e t h e C i t y ’s e n v i r o n m e n t a l r e s p o n s i b i l i t i e s a s d e s c r i b e d a t 2 4 C F R 5 7 0 .6 0 4 , n o r d o e s t h e S u b r e c i p i e n t a ss u m e t h e C i t y 's r e s p o n s i b i l i t y f o r i n i t i a t i n g t h e r e v i e w p r o c e ss u n d e r t h e p r o v i s i o n s o f 2 4 C F R P a r t 5 2 . S u b r e c i p i e n t s h a ll c o m p l y w i t h E x e c u t i v e O r d e r 11 9 88 r e l a t i n g t o t h e e v a l u a t i o n o f f l oo d h a z a r d s a n d E x e c u t i v e O r d e r 4 1 9 88 r e l a t i n g t o t h e p r e v e n t i o n , c o n t r o l , a n d a b a t e m e n t o f w a t e r p o ll u t i o n . S u b r e c i p i e n t s h a ll c o m p l y w i t h t h e f l oo d i n s u r a n c e p u r c h a s e r e q u i r e m e n t o f S e c t i o n 4 0 2 (a ) o f t h e F l oo d D i s a s t e r P r o t e c t i o n A c t o f 1 9 7 8 (P -L . 9 3 -2 3 4 ). S u b r e c i p i e n t s h a ll c o m p l y w i t h t h e r e g u l a t i o n s , p o l i c i e s , g u i d e l i n e s a n d r e q u i r e m e n t s a f 2 4 C F R 5 7 0 ; i h e “C o mm o n R u l e ,” 2 4 C F R P a r t 8 5 a n d S u b p a r t J ; a n d 2 C F R 2 00 (w h i c h r e v i s e s a n d s u p e r s e d e s O M B C i r c u l a r s N o . A -8 7 , A v ‘ 0 2 , R e v i s e d , A -11 0 , a n d A -1 22 ) a s t h e y r e l a t e t o t h e a cc e p t a n c e a n d u s e o f f e d e r a l f u n d s u n d e r t h e f e d e r a ll y a ss i s t e d p r o g r a m . S u b r e c i p i e n t s h a ll c o m p l y w i t h T i t l e V I o f t h e C i v i l R i g h t s A c t o f 1 9 6 8 (P . L . 9 0 -2 8 4 ), a s a m e n d e d . _S u b r e c i p i e n t s h a ll c o m p l y w i t h t h e l e a d -b a s e d p a i n t r e q u i r e m e n t s o f 2 4 C F R P a r t 3 5 i ss u e d p u r s u a n t t o t h e L e a d - B a s e d P a i n t P o i s o n i n g P r e v e n t i o n A c t (4 2 U .S .C . 4 8 0 1 e t 5eq.)- S u b r e c i p i e n t s h a ll c o m p l y w i t h c u rr e n t C i t y p o l i c y c o n c e r m i n g t h e p u r c h a s e o f e q u i p m e n t a n d s h a ll m a i n t a i n i n v e n t o r y r e c o r d s o f a ll n o n -e x p e n d a b l e p e r s o n a l p r o p e r t y a s d e f i n e d b y s u c h p o l i c y a s m a y b e p r o c u r e d w i t h f u n d s p r o v i d e d h e r e i n . U n l e ss s p a c i f i e d o t h e r w i s e w i t h i n t h i s A g r ee m e n t , S u b r e c i p i e n t s h a ll p r o c u r e a ll m a t e r i a l s , p r o p e r t y , O F s e r v i c e s i n a cc o r d a n c e w i t h t h e p r o v i s i o n s a n d r e q u i r e m e n t s o f 2 4 C F R 3 44 0 -4 8 . S u b r e c i p i e n t s h a ll m a i n t a i n a p r o p e r t y i n v e n t o r y s y s t e m t o n u m e r i c a ll y i d e n t i f y H U D p u r c h a s e d p r o p e r t y a n d d o c u m e n t I t s a c q u i s i t i o n d a t e , a s s e t f o r t h i n 2 C F R 2 00 .3 1 2 F e d e r a ll y - O w n e d a n d E x e m p t P r o p e r t y . T h e u s e a n d d i s p o s i t i o n o f r e a l p r o p e r t y a n d e q u i p m e n t b y S u b r e c i p i e n t u n d e r t h i s A g r ee m e n t s h a ll b e i n a cc o r d a n c e w i t h t h e p r o v i s i o n s a n d r e q u i r e m e n t s o f 2 4 C F R P a r t g 4 a n d 2 4 C F R 5 7 0 .5 0 2 , 5 7 0 .5 0 3 , a n d 5 7 0 .5 0 4 . U p o n e x p i r a t i o n o f t h e A g r ee m e n t , i h e S u b r e c i p i e n t s h a ll t r a n s f e r t o t h e C i t y a n y C D B G -C V F u n d s o n h a n d a t t h e t i m e o f e x p i r a t i o n a n d a n y a cc o u n t s r e c e i v a b l e a tt r i b u t a b l e t o t h e u s e o f C D B G -C V 17 OL007.U00 1834225, 21, 23. Funds. Additionally, any real property under the Subrecipieni’s control that was acquired or improved in whole or in part with CDBG-cv Funds (including CDBG-c\y Funds provided to the Subrecipient jn the form of a loan) in excess of $25,000 is either: a. 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 deiermined to be appropriate by the City; or b. 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 aitributable to expenditures of non-CDBG-CVY funds for the acquisition of, or improvement io, the Property. The payment is program income io the City. (No payment is required after the period of time Specified in subsection 20.a immediately above.) Subrecipient shall comply with such other City, County, State, or Federal laws, rules and regulations, executive orders or similar requiremenis which might be applicable, -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 Every person who requesis or receives a federal coniraci, grant, loan or cooperative agreement from a federal agency or contract or subcontract to Carty 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 18 ()1007.0001/834225.1 w i t h the p e rs on wh o re c e i v e d th e f e de r a l co ni r ac t, gr a n t, l o an or commit ment t o in sur e o r g ua ra nt ee a loan. 9 4 . Su b r ec i p ie n t s ha ll not r e c eiv e an y prog r a m in c o m e a s de f in ed i n 2 4 C E R S e c t i o n 5 7 0 .5 00 (a ). B . P rogr am Eva l uati o n an d Review. S ubr eci p ie n t sh all make pe rfo rm anc e, f i na n ci al, a nd all o t he r records per t a inin g t o th is Ag reeme nt a v a i l able to all C i ty a nd HU D p e rs onn el. C it y a nd HU D p e r s onnel m a y i nsp e c t a n d m o n i tor S ubr eci p ie n t’s faci l i t i e s a nd program o pe r at i on s , i n c l u d i n g th e i n t e r view of S ubr e ci p ie n t's s t a ff a nd p r ogr a m pa rt ic i pa nt s. Sub r e c ipi e n t agr ee s t o s ub m it t o C i ty o r H U D a ll da ta n ec ess ar y t o co mp le te t he A nnu a l G ra nt ee Pe rfo rma nc e Re p o rt i n accor da nce w i t h HU D re qu ir em en ts a n d i n th e format a nd at t h e t i me de s i gnat e d by Cit y o r HUD P r o j e c t D ire cto r s or t h e i r d e s ignee s. _ Reporting Requir em en t. Su brec i pie n t s ha ll su bm it t o C it y a qua rt erl y st a tis t ica l s ta tu s re p o r t , using the fo rms s ho wn i n Exhibit “Dp ” a tt a c h e d h er et o, se ttin g f or th its ac t i vit i e s f o r e ach r e por tab l e qu ar te r. Su c h r ep or t s s h a ll be filed w i t h C i t y n o t l a t e r t h a n t h e 1 0 " d a y of t h e m on t h f oll ow i ng th e rep o r tabl e q ua rt er. Th e qua r t e r ly a c ti v it y r epo rt s s h a ll co nia in wi tho ut l i m i ta ti on e t h n ic g r o u p , income le v e l , fe m a l e -h eaded h o u s e hold s ta t us a n d an y o t he r da t a a s may b e req u e s t e d b y C i t y, o f eac h p er so n a ss is t e d a n d t h e r e s u lt of such ass i s t a nce. i n a ddi t io n t o t h e monthly st at is ti ca l s tat us r e po r t , Su b re c ipi ent shall, o n or b ef o re Ju l y 1 0, 2 023 , furn i s h C it y w i t h a summar y of S u brec i pien t ’s a c t i vit i e s f o r i he fiscal ye a r comm encin g J u ly 1 , 20 22. S u ch s ummar y s ha ll in c l u de an a nn ual s t ati s tic a l repo r t . _ Do cu menta ti on an d Record Keep i n g. S u brec ipie nt sh all m aint a in a ll recor d s r eq ui red b y the F e dera l r e gu lat ion s spe c ifie d i n 24 CFR 570 .506, t h at are pertinent t o t h e ac t i viti e s t o be fun d e d u nd er th is Agr eem e nt. Suc h reco r d s s ha ll in c l u de b ut not b e l i mi t ed t o : 4 . Records p ro vi di ng a full d es cr ip ti on of e ac h a cti vi t y u nder take n; 2, Records dem onst r atin g t ha t e ach a cti vit y u n der tak e n mee is on e of the nat i o n a l o b je ct i ve s o f t h e CD B G prog r a m , 3 . R e c ords r equ ir ed to d ete rm ine th e e lig ib i li t y of a ct i vi t ie s ; 4 , R e c o r ds do c u ment i n g a ll CDBG -C V f un d s r e c e i v e d fr o m t he C ity ; 5 . R ecor d s doc u menti n g e xp enses a s i de n ti fie d i n t h e mon thl y ac ti v it y re p ort s a nd rei m burse m ent re qu es ts s u bmitted to th e Cit y, a s we ll a s the rel a t ions h i p of t hes e e xp en se s t o t h e C D BG-CV fu n ded prog r a m, 6. Records r e qu i re d t o d o cu me nt t h e a cq ui s it io n , i m p r ovemen t , u s e , or di s p osit i o n of r e a l p ro pe rty ac qu ir ed o r imp ro ve d w ith C D B G - C V assistance; 7 . Re c o rds do cume ntin g compli a n c e wi th the fa i r h ous i ng and equ al opportunity c om ponents of t h e C DBG program , 8. F i nan cia l records as r eq ui re d b y 24 C FR 57 0.5 02 a n d 24 CFR 84 21-2 8 , an d a s o th erw is e s ta te d w i thin th i s Ag reement ; and 9 . Other records necessary t o docu me nt complian c e wi t h Subp art K o f 24 CF R P ar t 57 0. 19 01007.0001/834225,1 Subrecipient shall maintain separate accounting records for the CDBG- CV 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 ihe 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 information shall be available to City or HUD monitors or their designees for review upon request. . Disclosure Requirement. Subrecipient shall make available all books and records pertaining to each project or business activity that is funded by CDBG-CV 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 terminaie 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. . Project_Close-Qui. _Noiwithsianding 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 paymenis, 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 amouni stated in Section 2.0 of the Agreement, and shall only apply to Subrecipient performance during Fiscal Year 2022-2023, ending on June 30, 2023. G. Suspension, Recovery of Funds. 1. In accordance with 24 CFR Section 85.43, suspension or iérmination may occur iv Subrecipient materially fails to comply with any term of the award. 20 01007,0001/834225.1 2. 3. 4, i f t h e funding s o ur ce d ema nd s reim b u r s e m ent f o r pr i o r p ay me nt s t o S u b r e c i p i e n t d u e t o S u b r e c i p i e n t ’s f a i l u r e t o c o m p l y w i t h a n y app li c a bl e t e r m o f t h i s A gr ee m en t, re g u l ati o n o r si a tu i e, S u b r e c ip i e n t s h a ll r e i m b u rs e C i t y i n t h e a m o u n t o f s u c h d i s a ll ow e d pa y m eni s . Th e a war d ma y be te r m ina t e d f o r c on v en ie n ce i n a cco r da n ce wit h 24 CFR Sec t i o n 85.44. U p on expiration of t h i s A gr ee m en t, S u b re c i pie n t s h a ll t r an sf er t o C i ty a n y fu n d s p a i d pu r sua n t t o t h i s A gr ee me nt t h a i a r e o n h a nd at t he t i me o f e x p i rat i o n a n d a ny a cc oun t s r e c e i v a ble a tt r ib ut ab l e i o t h e u s e o f s u c h f u n d s . [E N D O F EXHIBIT “B ’] 21 BUDGET (SCHEDULE OF COMPENSATION) EXHIBIT “C” For the services rendered pursuant to this Agreement, Subrecipient shall be reimbursed in an amouni not to exceed the Contract Sum of SIXTY THOUSAND DOLLARS AND NO CENTS ($60,000.00) 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”] 01007.0001/834225, | 22 POLICYHOLDER COPY STATE COMPENSATION INSURANCE FUND ISSUE DATE: 12-29-2022 P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE GROUP: POLICY NUMBER: 9140047-2022 CERTIFICATE ID: 14 CERTIFICATE EXPIRES: 08-12-2023 08-12-2022/08-12-2023 CITY OF CARSON SC 701 E CARSON ST 08-12-2022 CARSON CA 90745-2224 HO This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer. We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. llama•-�i.-,�+ Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2022-08-12 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF CARSON ENDORSEMENT #2572 ENTITLED BLANKET WAIVER OF SUBROGATION EFFECTIVE 2022-08-12 IS ATTACHED TO AND FORMS A PART OF THIS POLICY EMPLOYER FAMILY PROMISE OF THE SOUTH BAY 2930 EL DORADO ST TORRANCE CA 90503 SC [P1G,HO] SC (REV.7-2014) PRINTED : 12-29-2022 ACc'RD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/6/2023 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 Arthur J. Gallagher Risk Management Services, Inc. 200 Jefferson Park Whippany NJ 07981 CONTACT NAME: PHONE 800-350-8005 FAX (A/C. No. Ext); (A/C, No): 973-921-2876 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: GuideOne Insurance Company 15032 INSURED FAMIPRO-23 Family Promise of the South Bay 2930 El Dorado Street Torrance, CA 90503-6062 INSURER B INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1749207930 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 010026229 3/9/2022 3/9/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 20,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC PRODUCTS - COMP/OP AGG $ 3,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y Y 010026230 3/9/2022 3/9/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ _ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 010026231 3/9/2022 3/9/2023 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 $ DED X RETENTION$ 7 cnf1 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Please refer to General Liability endorsement (#GCG 65 10 07 14)which provides Additional Insured status and Waiver of Subrogation language required by the Certificate Holder and Auto Liability endorsement (#GCA 23 00 02 19) provides Additional Insured status and Waiver of Subrogation language required by the Certificate Holder. CERTIFICATE HOLDER CANCELLATION City of Carson 701 E. Carson St Carson CA 90745 1/t'ttl'a/1 CJ- Acyloitc, /1(1V 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: 01-0026-229 NONPROFIT AND HUMAN SERVICES GENERAL LIABILITY ENDORSEMENT THIS DOCUMENT IS AN ENDORSEMENT THAT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. Expected Or Intended Injury - Property Damage Exception The following is added to Exclusion a. Expected Or Intended Injury of Paragraph 2. Exclusions under Section 1- Coverage A - Bodily Injury And Property Damage Liability: This exclusion does not apply to "property damage" resulting from the use of reasonable force to protect persons or property. B. Aircraft, Auto Or Watercraft Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of Exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge; C. Extended Property Damage In Section 1 - Coverages, Section 111 - Limits Of Insurance, Section IV - Conditions and the definition of "insured contract" in the Definitions section; except where it is used in the term "hostile fire", the word fire is changed to: fire, explosion, smoke or leaks from automatic fire protective systems. D. Incidental Publishing, Broadcasting Or Telecasting Exception The following is added to Exclusion j. Insureds In Media And Internet Type Businesses of 2. Exclusions under Section I - Coverage B - Personal And Advertising Injury Liability: This exclusion does not apply to publishing, broadcasting or telecasting that is incidental to your business. E. Additional Exclusions The following exclusions are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability, Paragraph 2. Exclusions under Section I - Coverage B - Personal And Advertising Injury Liability and Paragraph 2. Exclusions under Coverage C - Medical Payments of Section I - Coverages: This insurance does not apply to: 1. Special Events Or Fundraising Events "Bodily injury", "property damage" or "personal or advertising injury" arising directly or indirectly out of fund raising events or activities or "special events" or activities: a. Authorized and conducted by any insured; Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 1 of 10 b. Authorized by you and conducted on your behalf by others, including but not limited to an "employee", "temporary worker", "volunteer worker", member, trustee, director, licensee, subcontractor, independent contractor, or vendor. c. Not authorized by you and conducted on your behalf by others, including but not limited to an "employee", "temporary worker", "volunteer worker", member, trustee, director, licensee, subcontractor, independent contractor, or vendor. We have no obligation to defend, pay on behalf of, indemnity or incur any cost or expenses for any insured or any other person or organization seeking coverage under this insurance for that portion of any claim arising out of any fund raising event or activity or "special event" or activity. This exclusion does not apply to any fund raising event or activity or "special event" or activity for which coverage is provided by an attached endorsement. 2. Medical Or Healthcare Services Any claim or "suit" arising out of the rendering of or failure to render "medical or healthcare services". 3. Medically Derived Injury Any claim or "suit" arising out of a "medically derived injury". 4. Violation Of Any Statute Or Regulation Any liability arising out of the willful or intentional violation of any statute or regulation including but not limited to the fines and penalties assessed by a court or regulatory authority. 5. Misconduct, Molestation Or Harassment Any "bodily injury", "personal and advertising injury", mental or emotional pain or anguish, or any defamation or slander, sustained by any person arising out of or resulting from any actual or alleged act of "abuse", "sexual misconduct or sexual molestation" or "sexual harassment" of any kind. We have no right or duty to investigate, settle, defend or pay any claim or "suit" asserting any act of "abuse", "sexual misconduct or sexual molestation", "sexual harassment" or any breach of duty contributing to or arising from such act. 6. Professional Services Any liability arising out of any act or omission in the providing of or failure to provide "professional services". 7. Statutory Enforcement Any liability or responsibility to meet the requirements or standards of care enforced by any department of human services, department of elder care or similar regulatory body, regardless of the law or statutory basis of such enforcement. 8. Guaranteeing Results Including but not limited to any contract or agreement guaranteeing the results of any "professional services" or any type or form of counseling or any type or form of medical, dental, physiological, psychological, addiction, behavioral, chiropractic, holistic, or any other similar treatment. 9. Abuse Any claim or "suit" arising out of "abuse". Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 2 of 10 F. Supplementary Payments - Broadened Paragraph 1. of Section 1 - Coverages - Supplementary Payments - Coverages A and B is amended as follows: 1. Cost Of Bail Bonds The maximum amount we will pay for the cost of bail bonds as described in Subparagraph b. is increased to $2,500. 2. Expenses Incurred By The Insured The maximum amount we will pay for loss of earnings incurred by the insured at our request to assist us in the investigation or defense of a claim or "suit", as described in Subparagraph d., is increased to $500 a day. 3. Damage To Personal Property Of Others With respect to any claim we investigate or settle, or any "suit" against an insured we defend, we will also pay up to $1,000 for "property damage" to personal property of others while in the temporary care, custody or control of an insured and caused by any person participating in your organized activities. For purposes of this supplementary payment, "property damage" does not include disappearance, wrongful abstraction or loss of use. This supplementary payment shall only be paid on or for the account of the owner and only when other coverage or insurance is unavailable. This payment will not reduce the limits of insurance. 4. Key And Lock Replacement We will pay for the cost to replace keys and locks at the "clients" premises due to loss to keys entrusted to you by your "client", up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or anyone to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used in this Supplemental Payment, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 3 of 10 "Employee" does not mean: (i) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (ii) Any "manager", director or trustee except while performing acts coming within the scope of the usual duties of an "employee". c. "Manager" means a person serving in a directorial capacity for a limited liability company. G. Additional Insureds Required By Written Contract 1. Section II - Who Is An Insured is amended to include as an additional insured the following person(s) or organization(s) when you have agreed, in a written contract, that such person or organization be added as an additional insured on your policy, provided the written contract is initiated prior to an "occurrence" resulting in damages, a. Engineers, Architects Or Surveyors Any architect, engineer or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in connection with your premises or in the performance of your ongoing operations. However, with respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. b. Owners Of Leased Land Any person or organization from whom you lease land but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 4 of 10 c. State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". d. Contractual Obligations Any person or organization where required by a written contract executed prior to the "occurrence". Such person or organization is an additional insured for "bodily injury", "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the Named Insured. e. Manager Or Lessor Of Premises Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. f. Lessor Of Leased Equipment - Automatic Status When Required In Lease Agreement With You Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. With respect to the insurance afforded to these additional insureds: (1) A person's or organization's status as an additional insured ends when their contract or agreement with you for such leased equipment ends; and (2) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. g. Vendors Any person or organization but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 5 of 10 (1) With respect to the insurance afforded these vendors, the following additional exclusions apply: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) (g) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: i. The exceptions contained in Subparagraphs (d) or (f); or ii. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. h. Funding Source Any person or organization with respect to their liability arising out of premises they own, maintain or control while you lease or occupy those premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. i. State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises Any state or governmental agency or subdivision or political subdivision but only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 6 of 10 (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; (2) The construction, erection, or removal of elevators; or (3) The ownership, maintenance, or use of any elevators covered by this insurance. However, (i) A person or organization is an additional insured under this provision only for that period of time required by the written contract; (ii) No such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and attached to the Commercial General Liability Coverage Form; (iii) The insurance afforded to such additional insured only applies to the extent permitted by law; and (iv) 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. 2. With respect to the insurance afforded to these additional insureds, identified in Paragraph G.1. of this endorsement, the following is added to Section 111 - Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision shall not increase the applicable Limits of Insurance shown in the Declarations. H. Newly Acquired Or Formed Organizations The following is added to Paragraph 3. of Section 11 - Who Is An Insured: Coverage provided to a newly acquired or formed organization under this provision is afforded only when the newly acquired or formed organization operates or conducts the same or similar business as you. I. Limits Of Insurance Paragraph 1. under Section 111 - Limits Of Insurance is replaced by the following: The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; 3. Persons or organizations making claims or bringing "suits"; or 4. Policies involved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 7 of 10 J. Non Stacking Of Limits The following is added to Section 111 - Limits Of Insurance: If two or more policies or Coverages issued by us apply to the same insured and these policies or Coverages also apply to the same claim or "suit", the maximum amount we will pay as damages under all of the policies or Coverages will not exceed the highest applicable Limit of Insurance that applies to any one of the policies or Coverages. This condition does not apply to any insurance that was purchased specifically to apply in excess of the applicable Limits of Insurance shown in the Declarations. K. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV - Commercial General Liability Conditions: The insured may waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. L. Liberalization The following is added to Section IV - Commercial General Liability Conditions: If we revise this Coverage Form to provide more coverage without additional premium charge, we will automatically provide your policy the additional coverage as of the day the revision is effective in your state. M. Bodily Injury The definition of "bodily injury" in the Definitions section is replaced by the following: "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death of a person resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. N. Coverage Territory The definition of "coverage territory" in the Definitions section is replaced by the following: "Coverage territory" means anywhere in the world provided that the claim is made, and any "suit" that may arise therefrom is filed, within the United States of America (including its territories and possessions), Puerto Rico or Canada, unless further restricted by endorsement. O. Additional Definitions The following are added to Definitions section: 1. "Abuse" means any actual, threatened, or alleged act, error, omission, conduct or misconduct that a claim or "suit" alleges: a. To be, or to constitute, any form of "abuse" (including but not limited to elder "abuse", child "abuse", patient "abuse" or "abuse" of a dependent person) under any applicable state or federal statute; and b. Any non -sexual assault, non -sexual battery, or non -sexual "abuse" directed at a person; and Conduct or misconduct described above constitutes "abuse" regardless of whether or not it is alleged to be negligent, reckless, knowing, intentional, fraudulent, oppressive, malicious, or otherwise. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 8 of 10 However, "abuse" does not include employment -related "sexual harassment". 2. "Foster care services" means the provisions of personal care or training to a "foster child" including but is not limited to activities of any insured or of any "temporary worker", licensee, subcontractor, independent contractor, vendor or others in investigation, evaluation, counseling, treatment, training, material aid, supervision or monitoring of individuals or families, with respect to placement of a "foster child" as required by any Federal, State, or local code, regulation or ordinance. 3. "Foster child" means a child whose care and upbringing are entrusted to an adult other than the child's natural or adoptive parents. 4. "Medical or healthcare services" means any type of treatment or services provided for physical, mental, veterinary or dental care, including but not limited to: a. Any type or form of psychiatric counseling; b. Any type or form of medical, dental, physiological, psychological, addiction, behavioral, chiropractic, holistic, hospice, veterinary or any other similar treatment; or c. The operation of a hospital, clinic open to the general public, or other medical facility or laboratory; or d. The providing, prescription, dispensing, or using of drugs or medical appliances or devices. 5. "Medically derived injury" means a physical, pathologic or psychiatric trauma resulting from "medical or healthcare services" provided by a "medical professional", including death resulting therefrom, to your care recipient. "Medically derived injury" includes an aggravation of a preexisting disease or mental disorder. "Medically derived injury" does not include "property damage", "personal and advertising injury", or any injury arising from "abuse", "sexual misconduct or sexual molestation" or "sexual harassment". 6. "Medical professional" means an anesthesiologist, chiropodist, chiropractor, dentist, medical technician, midwife, nurse anesthetist, nurse, optometrist, pharmacist, physician, podiatrist, psychiatrist, psychologist, surgeon, veterinarian, x-ray therapist, or any other individual who provides preventative, curative, or rehabilitative health care services, and is licensed where required by law. 7. "Professional services" means any service that: a. Involves specialized education, knowledge, labor, judgment, and skill, and is predominantly mental or intellectual (as opposed to physical or manual) in nature; and b. Is provided as part of the Named Insured's operations as a nonprofit or human services organization; and c. Subject to Paragraphs a. and b. above, "professional services" includes but is not limited to the following: (1) Advice, guidance, or assistance; (2) Counseling; (3) "Social work"; (4) Therapy; (5) Daycare; (6) "Foster care services"; and (7) Job training, job placement, job referral, or vocational services. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCG 65 10 07 14 Copyright 2014 GuideOne Insurance Page 9 of 10 However, "professional services" does not include any of the following: "medical or healthcare services" or any person or organization acting in the capacity of a "medical professional", accountant, attorney, architect, engineer, real estate manager, immigration counselor, or investment manager. 8. "Sexual harassment" means unwelcome sexual advances, requests for sexual favors, or other verbal, visual or physical conduct of a sexual nature when such conduct: a. Is linked implicitly or explicitly with a decision affecting a term or condition of any individual's employment; b. Interferes with any individual's job performance; c. Creates an intimidating, hostile or offensive working environment for any individual; or d. Arises out of or is related to an unlawful employment practice as codified at 42 U.S.C. § 200Oe, et seq., or any similar state, municipal or local code, regulation or ordinance. 9. "Sexual misconduct or sexual molestation" means any activity which is sexual in nature (whether permitted or not permitted); and includes, but is not limited to: sexual assault, sexual battery, sexual relations, sexual acts, sexual activity, sexual handling, sexual massage, sexual exploitation, sexual exhibition, sexual stimulation, fondling, intimacy, exposure of sexual organs, lewd or lascivious behavior or indecent exposure, fornication, unauthorized touching, or the photographic, video or other reproduction of sexual activity. However, "sexual misconduct or sexual molestation" does not include employment -related "sexual harassment". 10. "Social work" means any activities or methods of any insured or your "employees", agents, representatives, "volunteer workers", "temporary workers", licensees, subcontractors, independent contractors, vendors or others providing social services, including but not limited to: a. Investigation, treatment, or material aid for the economically, physically, mentally, or socially disadvantaged, or anyone else; and b. Activities such as child welfare, community physical or mental health, adoption services, personal counseling services, recreational activities, temporary housing or shelters or other similar activities. 11. "Special Event" means a sporting, cultural, business or other type of unique activity, in a certain place occurring during a limited or fixed interval of time (one-time, annual) and presented to a live audience brought together to watch or to participate. "Special events" include, but are not limited to, street fairs, music festivals, revenue generating or public relations activities, regardless of the location or relationship to the operations of any insured. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright 2014 GuideOne Insurance GCG 65 10 07 14 Page 10 of 10 POLICY NUMBER: 01-0026-230 GuideVantagesm Auto Enhancement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. This summary identifies the maximum amount of coverage for each coverage extension shown below. For complete details on coverage, refer to the actual provisions of this endorsement and the entire policy. Liability Coverage Extensions Includedor Limit of Insurance A. Who Is An Insured -Broadened Additional Insured by Contract or Agreement Board Members Newly Acquired Entities Employees as Insureds Lessor of Leased Autos Included Included Included Included Included B. Supplementary Payments Coverage Extensions Bail Bonds Loss of Earnings $5,000 $500 per day C. Fellow Employee Coverage Included Physical Damage Coverage Extensions or Included Limit of Insurance A. Towing $100 per disablement B. Glass Repair— No Deductible Included C. Transportation Expenses $100 per day/$2,000 maximum D. Hired Auto Physical Damage -Loss of Use $100 per day/$1,000 maximum E. Rental Reimbursement $100 per day for 30 days F. Personal Effects Coverage $500 G. Hired Auto Physical Damage ACV/Cost to Repair or Replace/$50,000 H. Safety Equipment Coverage $500 I. Vehicle Return Coverage $500 J. Lock Recalibration $1,000 K. Auto Loan / Lease Gap Included L. Accidental Airbag Discharge Included M. Electronic Equipment— Broadened Coverage $1,000 N. Original Equipment Manufacturer (OEM) Parts Replacement Included O Physical Damage Deductible With Vehicle Tracking System Exception Included Business Auto Conditions Included A. Blanket Waiver of Subrogation Included B. Two Or More Coverage Forms Or Policies Issued By Us Included Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright 2019 GuideOne Insurance GCA 23 00 02 19 Page 1 of 8 Coverage extensions under this endorsement only apply in the event that no other specific coverage for these extensions are provided under this policy. If such specific coverage apply, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted in this endorsement. LIABILITY COVERAGE EXTENSIONS A. WHO IS AN INSURED — BROADENED Paragraph A.1.c. of Section II — Covered Autos Liability Coverage is replaced by the following: c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. In addition: (1) Any person or organization is included as an additional "insured" when you have agreed in a written contract or agreement to include such person or organization as an additional "insured". (2) Such person or organization is an additional "insured" only to the extent such person or organization is liable for "bodily injury" or "property damage" because of the conduct of an "insured" under Paragraphs a. or b. under Paragraph A.1. Who Is An Insured of Section II — Covered Autos Liability Coverage, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". The following are added to Paragraph A.1. Who Is An Insured of Section II — Covered Autos Liability Coverage: d. Board Members When any symbol is indicated in the Declarations for Liability Coverage, board members (or their spouses) while renting an "auto" while conducting business for the insured. e. Newly Acquired Entities Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company or any organization excluded either by this Coverage Part or by endorsement, and over which you maintain ownership or majority interest of more than 50 percent will qualify as a Named Insured. However: (1) This insurance does not apply to any newly acquired or formed organization that is an "insured" under any other automobile policy or would be an "insured" under such policy but for its termination or the exhaustion of its Limit of Insurance. (2) Coverage under this provision does not apply to "bodily injury", "property damage", expense or "loss" that occurred before you acquired or formed the organization. (3) Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. f. Employees as Insureds Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. Lessor of Leased Autos The lessor of a "leased auto" is an "insured" only for "bodily injury" or "property damage" resulting from the covered acts or omissions by: g. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCA 23 00 02 19 Copyright 2019 GuideOne Insurance Page 2 of 8 (1) You; (2) Any of your "employees" or agents; or (3) Any person, except the lessor or any "employee" or agent of the lessor, while operating a "leased auto" with the permission of any of the above. Any "leased auto" identified in the policy schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. The coverages provided under this endorsement applies to any "leased auto" identified in the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. For the purposes of this coverage endorsement, "leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a written leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B. SUPPLEMENTARY PAYMENTS COVERAGE EXTENSIONS Paragraphs A.2.a.(2) and A.2.a.(4) of Section 11 — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. FELLOW EMPLOYEE COVERAGE Paragraph B.5. Fellow Employee exclusion of Section 11 — Covered Autos Liability Coverage does not apply. PHYSICAL DAMAGE COVERAGE EXTENSIONS A. TOWING Paragraph A.2. Towing of Section 111 — Physical Damage Coverage is replaced by the following: We will pay up to $100 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this coverage. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. B. GLASS REPAIR The following is added to Paragraph A.3. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles of Section 111 — Physical Damage Coverage: No deductible applies to a "loss" for glass used in the windshield or windows if such glass is repaired rather than replaced. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCA 23 00 02 19 Copyright 2019 GuideOne Insurance Page 3 of 8 C. TRANSPORTATION EXPENSES Paragraph A.4.a. Transportation Expenses of Section 111 — Physical Damage Coverage is replaced by the following: We will pay up to $100 per day, subject to a maximum limit of $2,000, for temporary transportation expenses incurred by you because of the total theft of a covered "auto." We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss." It is agreed and understood and it is our stated intent that expenses incurred by you under the Transportation Expenses Coverage Extension will not also be covered or paid under the Rental Reimbursement coverage provided by this endorsement or any rental reimbursement coverage added by separate endorsement to this policy. D. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE The Limit of Insurance in Paragraph A.4.b. Loss of Use Expenses of Section 111 — Physical Damage Coverage is increased to $100 per day to a maximum of $1,000. E. RENTAL REIMBURSEMENT The following is added to Paragraph A.4. Coverage Extensions of Section 111 — Physical Damage Coverage: c. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto", subject to the following provisions: (1) Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". (2) No deductible applies to this coverage. (3) We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the expiration date of the policy, with the lesser of the following number of days: (a) The number of days when the covered "auto" has been repaired or replaced; or (b) 30 days. (4) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred. (b) The maximum rental expenses indicated below: (i) $100 for any one day; or (ii) $3,000 because of "loss" to any one covered "auto". (5) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. We will pay only for those covered "autos" for which you carry Collision Coverage, Comprehensive or Specified Causes of Loss Coverage. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCA 23 00 02 19 Copyright 2019 GuideOne Insurance Page 4 of 8 F. PERSONAL EFFECTS COVERAGE The following is added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: d. We will pay up to $500 per person for theft of personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage applies only in the event of the total theft of your covered "auto". No deductible applies to this coverage. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. G. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: e. If hired "autos" are covered "autos" for Covered Autos Liability Coverage and if Physical Damage Coverage is provided for any "auto" you own, then the Physical Damage coverages provided are extended to "autos" you lease, rent, hire or borrow from someone other than your "employees", partners or members of their households subject to the following: (1) The most we will pay in any one "loss" is the lesser of: (a) The actual cash value of the "auto"; (b) The cost to repair or replace the "auto"; or (c) $50,000. (2) Paragraph (1) above is subject to a deductible. The deductible shall be equal to the amount of the highest deductible applicable for that coverage to any owned "auto". No deductible will apply to "loss" caused by fire or lightning. (3) Hired Auto Physical Damage Coverage is subject to the following: (a) If symbol 8 is shown in the Covered Auto section of the Declarations page for any of the Physical Damage coverages, then the Hired Auto Physical Damage coverage described in this endorsement does not apply. (b) Other than indicated in Paragraph (a) directly above, coverage provided under this provision will be excess over any other collectible insurance or coverage. H. SAFETY EQUIPMENT COVERAGE The following is added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: f. We will pay up to $500 per "loss" toward the replacement or recharging of any of the following safety equipment that is stolen, discharged, or destroyed while secured on or in your covered "auto." (1) First aid kits; (2) Fire extinguishers; Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCA 23 00 02 19 Copyright 2019 GuideOne Insurance Page 5 of 8 (3) Flashlights; (4) Flares; (5) Portable reflectors; and (6) Child safety seats. Payment under this coverage will be considered primary with respect to other available insurance coverage. We will pay only for those covered "autos" for which you carry Collision Coverage, Comprehensive or Specified Causes of Loss Coverage. I. VEHICLE RETURN COVERAGE The following is added to Paragraph A.4. Coverage Extensions of Section 111 — Physical Damage Coverage: g. In addition to the reasonable expenses incurred to protect your covered "auto" from further damage, we will pay up to $500 toward the cost of returning your covered "auto" to the location where it is usually garaged; if (1) The "auto" has been stolen and is recovered more than 50 miles from the location where it is usually garaged; or (2) The "auto" is disabled through physical damage, other than collision, more than 50 miles from the location where it is usually garaged. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. In addition, if symbol 2 or symbol 7 is entered next to the Physical Damage Collision coverage on the Declarations, then this coverage will apply to your covered "auto" that is disabled by collision more than 50 miles from where it is usually garaged. J. LOCK RECALIBRATION The following is added to Paragraph A.4. Coverage Extensions of Section 111 — Physical Damage Coverage: h. We will pay up to $1,000 for the recalibration of all professionally installed ignitions or locks in your "autos" that you undertake due to an act of theft, attempted theft or vandalism. This coverage will only apply if the recalibration is done within 10 days of discovery of such act of theft, attempted theft or vandalism. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. K. AUTO LOAN/LEASE GAP COVERAGE The following is added to Paragraph A.4. Coverage Extensions of Section 111 — Physical Damage Coverage: i. In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: (1) The amount paid under the Physical Damage Coverage; and (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCA 23 00 02 19 Copyright 2019 GuideOne Insurance Page 6 of 8 (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; or (e) Carry-over balances from previous loans or leases. We will pay only for those covered "autos" for which you carry Collision Coverage, Comprehensive or Specified Causes of Loss Coverage. L. ACCIDENTAL AIRBAG DISCHARGE Paragraph B.3.a. of Section III — Physical Damage Coverage is replaced by the following: a. Wear and tear, freezing, mechanical or electrical breakdown. However, this exclusion does not apply to accidental discharge of an airbag. This coverage is excess over any other collectible insurance or warranty providing such airbag coverage. We will pay only for those covered "autos" for which you carry Collision Coverage, Comprehensive or Specified Causes of Loss Coverage. M. ELECTRONIC EQUIPMENT — BROADENED COVERAGE Paragraph B.4.c. of Section III — Physical Damage Coverage is replaced by the following: c. Any electronic equipment, without regard to whether this equipment is permanently installed, that reproduces, receives or transmits audio, visual or data signals. This exclusion does not apply to any global positioning system, navigation system or telematics unit. The most we will pay for all "loss" to any global positioning system, navigation system or telematics unit as a result of any one "accident" is the lessor of: (1) The actual cash value of the damaged or stolen property at the time of the "loss"; (2) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or (3) $1,000. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage N. ORIGINAL EQUIPMENT MANUFACTURER (OEM) PARTS REPLACEMENT The following is added to Paragraph C.1. of Section III — Physical Damage Coverage: However, if the covered "auto" has less than 20,000 miles on its odometer, we will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new original equipment manufacturer (OEM) replacement parts, but only if the damaged parts cannot be repaired. O. PHYSICAL DAMAGE DEDUCTIBLE WITH VEHICLE TRACKING SYSTEMS EXCEPTION Paragraph D. Deductible of Section III — Physical Damage Coverage is replaced by the following: Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCA 23 00 02 19 Copyright 2019 GuideOne Insurance Page 7 of 8 D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations: 1. Does not apply to "loss" caused by fire or lightning; and 2. Will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a radio frequency tracking device and that device was the method of recovery of the vehicle. BUSINESS AUTO CONDITIONS A. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Other To Us of Section IV — Business Auto Conditions: However, we waive any right of recovery we may have against a person or organization because of payments we make for "bodily injury" or "property damage" when you and such person or organization have agreed in writing in a contract or agreement to waive such right of recovery, provided: a. Such written contract or agreement was: (1) Made prior to the "accident" or "loss" resulting in the covered "bodily injury" or "property damage"; and (2) Was in effect at the time of the covered "bodily injury" or "property damage". b. The covered "bodily injury" or "property damage" must arise out of the operations specified in such written contract or agreement. c. At our request you must provide us with a copy of the aforementioned written contract or agreement. B. TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US The following is added to Paragraph B.8. of Section IV— Business Auto Conditions: If a "loss" covered under this Coverage Part also involves a "loss" to another property from the same "accident", which is covered under a Commercial Property Coverage Part or Inland Marine Coverage Part issued by us or any other member company of ours for you, only the highest deductible applicable to those coverages will be applied to the "accident". Includes copyrighted material of Insurance Services Office, Inc., with its permission. GCA 23 00 02 19 Copyright 2019 GuideOne Insurance Page 8 of 8