The URL can be used to link to this page

2023/07/01 Community Development Block Grant Agreement (CDBG) CDBG Grant Agreement between City of Menifee and Fair Housing Council of Riverside County, Inc. for Public Services for the City of Menifee Community Development Block Grant Program GRANT Community Development Block Grant - Subrecipient Agreement PURPOSE OF THIS AGREEMENT/CONTRACT The City of Menifee elected to become a Community Development Block Grant (CDBG) entitlement jurisdiction beginning July 1, 2012. As a recipient of annual CDBG grant funds, the City assists with the enhancement and support of low to moderate income populations within the City of Menifee through delivery of various programs and activities by entering into agreements with non-profit organizations. TOTAL LENGTH OF THE AGREEMENT/CONTRACT The term of the agreement is July 1, 2023, through June 30, 2024. CONTRACT/AGREEMENT BUDGET -Total dollar amount of the Agreement/Contract: o $23,000 (Fair Housing Council of Riverside County, Inc.) o $10,000 (Assistance League of Temecula Valley) o $10,000 (Menifee Mustangs Track & Field Club) -Revenue and Expenditure account(s) associated with this Agreement/Contract: o 481-3845 (Grant Revenue) o 481-2324-58044 (Public Services) -Available budget: o As of 07/01/23 Account #481-2324-58044 (PS) has a balance of $79,177 Date: July 1, 2023 To: Armando G. Villa, City Manager CC: Cheryl Kitzerow, Community Development Director Margarita Cornejo, Interim Chief Financial Officer Rochelle Clayton, Assistant City Manager Jeffrey T. Melching, City Attorney Stephanie Roseen, Acting City Clerk From: Nora Zepeda, Senior Accountant Edna Lebron, Sr. Management Analyst Subject: Subrecipient Agreement between the City of Menifee and: -Fair Housing Council of Riverside County, Inc., $23,000 -Assistance League of Temecula Valley, $10,000 -Menifee Mustangs Track & Field Club, $10,000 CITY OF MENIFEE Grant Agreement/Contract Coversheet Finance Department - Grant Management Division GR A N T A G R E E M E N T / C O N T R A C T C O V E R S H E E T DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA HOW WAS THE VENDOR/SUBRECIPIENT/CONSULTANT/CONTRACTOR DECIDED ON? The City of Menifee posted the 2023/24 Notice of Funding Availability (NOFA) on October 20, 2022. Menifee Citizens Advisory Committee (MCAC) reviewed the funding proposals received as a result of the NOFA and formulated their Public Services Programs recommendations. The organization was selected from MCAC recommendations. SIGNATURE AUTHORITY ☐Yes, this agreement/contract is within the City Manager’s signature authority: ☐Purchase of Commodities under $50,000 ☐ Professional Services under $25,000 ☐Public Works Contract for $45,000 or less ☐ Change Order under $25K or less than 10% of original contract (supplies, equipment, services, or construction contract) ☒No, City Council authorized City Manager to sign -CDBG Annual Action Plan approved May 3, 2023. -CDBG Subrecipient Agreement(s) FY23/24 INSURANCE REQUIREMENTS CATEGORY APPLICABLE NOT APPLICABLE WAIVED EXPIRATION DATE General Liability ☒☐☐Please see attached Automobile Liability ☒☐☐Please see attached Worker’s Compensation ☒☐☐Please see attached Professional Liability ☐☐☐ Other:__________ ☐☐☐ APPROVED/REVIEWED BY RISK MANAGEMENT: Robert Cardenas, HR Deputy Director: _______________________________ _______________ Signature Date ATTACHMENTS -Contract 1: Fair Housing Council of Riverside County, Inc o SAM.gov* (Attached) o Certificate of Insurance (Attached) -Contract 2: Assistance League of Temecula Valley o SAM.gov* (Attached) o Certificate of Insurance (Attached) -Contract 3: Menifee Mustangs Track & Field Club o SAM.gov* (Attached) o Certificate of Insurance (Attached) -Expenditure status report (availability of funds) -FY23/24 Action Plan Subrecipient Funding Summary *SAM.GOV CHECK REGISTRATION/VERIFICATION (PLEASE NOTE THIS CONTRACT IS FUNDED WITH FEDERAL FUNDS AND WILL THEREFORE REQUIRES CONSULTANT BE REGISTERED AND IN GOOD STANDING PRIOR TO CONTRACT EXECUTIONGR A N T A G R E E M E N T / C O N T R A C T C O V E R SH E E T DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 8/4/2023 2762/031858-0001 12965474.1 a06/28/23 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY, INC FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered into as of this day of by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY, INC, a California nonprofit corporation (“Subrecipient”). R E C I T A L S WHEREAS, Grantee participates in the Community Development Block Grant program administered by the United States Department of Housing and Urban Development (“HUD”) under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the regulations promulgated thereunder (24 C.F.R. §§ 570 et seq.). Pursuant to the Community Development Block Grant program, Grantee receives funds from HUD (“CDBG Funds”) to be used for the support of community development activities that meet at least one of the three national objectives of the program: (i) benefiting low and moderate income persons, (ii) preventing and eliminating slums and blight, and (iii) addressing a community development need having a particular urgency; WHEREAS, Subrecipient is a nonprofit organization dedicated to providing comprehensive services which affirmatively address and promote fair housing (anti- discrimination) rights and further other housing opportunities for all persons without regard to race, color, national origin, religion, age, sex, familial status.; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, including residents of Grantee; WHEREAS, Grantee desires to assist Subrecipient with the foregoing by providing financial assistance to Subrecipient in the form of a grant of CDBG Funds in the amount not to exceed Twenty Three Thousand Dollars and Zero Cents ($23,000.00) (“City Grant”) to be used by Subrecipient for certain expenses related to the Program, more particularly described herein as the “Eligible Project Expenses”; and WHEREAS, Grantee’s provision of the City Grant to Subrecipient pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of Grantee and the welfare of its residents, and in accordance with the purpose and provisions of the Community Development Block Grant program. NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, Grantee and Subrecipient hereby agree as follows: DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBB July19 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -2- I. SCOPE OF SERVICE A. Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2023/2024 Public Services Program (“Program”) in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. Such program will include the following activities eligible under the CDBG program: Program Delivery Activity #1: Fair Housing services designed to further the fair housing objectives of the Fair Housing Act, fair housing enforcement, education, and outreach activities ("Services"). Services will include, but are not limited to, landlord tenant mediation services, anti-discrimination services, foreclosure prevention counseling, lead hazard control education, first-time homebuyer education, and cool centers during the summer months. At least five hundred fifty (550) LMI person will be served. General Administration Subrecipient will be responsible for the general administration of the Program activities set forth herein in a manner satisfactory to Grantee and consistent with the standards set forth in this Agreement. General administration of the Program includes the following activities: 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B. National Objectives All activities funded with CDBG Funds must meet one of the CDBG program’s national objectives: (i) benefiting low and moderate income persons, (ii) preventing and eliminating slums and blight, and (iii) addressing a community development need having a particular urgency, as defined in 24 C.F.R. § 570.208. Subrecipient certifies that the Services will meet one of the CDBG program’s national objectives by providing services that directly benefit LMI persons. Subrecipient will provide the Services to a minimum of At least Five Hundred Fifty (550) LMI persons. Subrecipient shall document and maintain records of the number of LMI persons served throughout the year. C. Levels of Accomplishment – Goals and Performance Measures Subrecipient agrees to provide the following levels of program services: Activity Total Units/Year Activity#1 At least Five Hundred Fifty (550) LMI persons DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -3- LMI person is defined as a person having an income equal or less to than 80% of the area median income, and outlined in the following table, or persons presumed to be LMI in accordance with 24 C.F. R. § 570.208(2)(a). Riverside County Area Median Income (FY 2023): $94,500 Family Members Extremely Low Income Limits (30% of Median) Very Low Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $19,600 $1,633 $32,650 $2,721 $52,200 $4,350 2 $22,400 $1,867 $37,300 $3,108 $59,650 $4,971 3 $25,200 $2,100 $41,950 $3,496 $67,100 $5,592 4 $30,000 $2,500 $46,600 $3,883 $74,550 $6,213 5 $35,140 $2,928 $50,350 $4,196 $80,550 $6,713 6 $40,280 $3,357 $54,100 $4,508 $86,500 $7,208 7 $45,420 $3,785 $57,800 $4,817 $92,450 $7,704 8 $50,560 $4,213 $61,550 $5,129 $98,450 $8,204 D. Staffing Subrecipient shall ensure adequate and appropriate staffing is allocated to performance of the Services. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Subrecipient shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance, and Workers’ Compensation Insurance, as Subrecipient is an independent contractor. E. Performance Monitoring Grantee will monitor the performance of Subrecipient against goals and performance standards stated above. Substandard performance as determined by Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within ten (10) days after being notified by Grantee of such substandard performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -4- II. TIME OF PERFORMANCE The term of this Agreement is from July 1, 2023 through June 30, 2024. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Subrecipient remains in control of CDBG Funds or other CDBG asset, including Program income. III. BUDGET Subrecipient shall apply the City Grant funds received from Grantee under this Agreement in accordance with the line item budget set forth as follows: Eligible Project Expense Amount Salaries $19,500 Non-Personnel (Supplies, etc.) $3,500 Office Space (Program only) $0 Utilities $0 Communications $0 Reproduction/Printing $0 Supplies and Materials $0 Mileage $0 Audit $0 Gift Cards used for food, clothes, $0 hotels, and gas _____________________________ _____________ TOTAL $23,000.00 Any indirect costs charged must be consistent with the conditions of this Agreement. In addition, Grantee may require a more detailed budget breakdown than the one contained herein, and Subrecipient shall provide such supplementary budget information in a timely fashion in the form and content prescribed by Grantee. Any amendments to the budget must be approved in writing by both Grantee and Subrecipient. IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by Grantee under this Agreement shall not exceed Twenty Three Thousand Dollars and Zero Cents ($23,000.00). Drawdowns for the payment of Eligible Project Expenses shall be made against the line item budget specified in Section III (Budget) herein and in accordance with performance of the Services. Expenses for general administration shall also be paid against the line item budgets specified in Section III (Budget) and in accordance with performance of the Services. City Grant payments shall be made to: FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY, INC P.O Box 1068 Riverside, CA 92502 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -5- Payments may be contingent upon certification of Subrecipient’s financial management system in accordance with the standards specified in 24 C.F.R. § 84.21. V. NOTICES Subrecipient shall notify Grantee of any of the following changes: • Loss of Non-Profit Status; or • Change in leadership of Subrecipient or changes in staff administering this Agreement. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Subrecipient Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Rose Mayes, Executive Director FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY, INC P.O Box 1068 Riverside, CA 92502 Phone: 951-682-6581 VI. SPECIAL CONDITIONS None VII. GENERAL CONDITIONS A. General Compliance Subrecipient shall carry out the Services and operate the Program in conformity with all applicable Federal, state, and local laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation, the CDBG Requirements (except that (1) Subrecipient does not assume the environmental responsibilities described in 24 C.F.R. § 570.604, and (2) Subrecipient does not assume the responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52) and the legal requirements set forth in Exhibit A attached to this Agreement and the statutes referenced therein, all provisions of the Municipal Code of the City of Menifee, and all federal and state fair labor standards, including the payment of prevailing wages DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -6- and compliance with the Davis-Bacon Act. “CDBG Requirements” shall collectively refer to the requirements of Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the implementing regulations set forth in 24 C.F.R. §§ 570 et seq. as amended from time to time, and the requirements set forth and referred to in Exhibit A attached to this Agreement. Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. In the case of any conflict between the CDBG Requirements and this Agreement, the CDBG Requirements shall control; it being understood, however, that in order to be in compliance with this Agreement and the CDBG Requirements, Subrecipient shall, to the extent possible, comply with the most restrictive provisions in this Agreement and the CDBG Requirements. Each and every provision required by law to be included in this Agreement shall be deemed to be included, and this Agreement shall be read and enforced as though all such provisions were included. Subrecipient acknowledges and agrees that it shall be and remain, and shall cause Subrecipient personnel to be and remain, fully knowledgeable and apprised of all local, state and federal laws, rules, and regulations in any manner affecting the performance under this Agreement, including the CDBG Requirements. Subrecipient shall indemnify, protect, defend, and hold harmless Grantee and its officials, officers, employees, and agents, with counsel reasonably acceptable to Grantee, from and against any and all loss, liability, damage, claim, cost, expense and/or “increased costs” (including reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) that results or arises in any way from any of the following: (a) the noncompliance by Subrecipient of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state or federal prevailing wages and hire apprentices); (b) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (c) failure by Subrecipient to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. The foregoing indemnity shall survive termination or expiration of this Agreement. It is agreed by the parties that Subrecipient shall bear all risks of payment or nonpayment of prevailing wages under federal law and California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. “Increased costs,” as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. B. Hold Harmless Subrecipient shall indemnify, defend, and hold harmless Grantee and its officers, officials, employees, representatives, and agents (each, an “Indemnitee”) from and against any and all liability, expense or damage of any kind or nature, and for, from and against any suits, claims or demands, including legal fees and expenses, on account of or arising out of this Agreement or otherwise in connection with the Program or Services, except to the extent of such loss as may be caused by the sole negligence or willful misconduct of an Indemnitee. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Grantee believes is covered by this indemnity, Grantee shall give Subrecipient written notice of the matter and an opportunity to defend it, at Subrecipient’s sole cost and expense, with legal counsel satisfactory to Grantee. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -7- C. Workers’ Compensation Subrecipient shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. D. Insurance & Bonding Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to the amount of the City Grant. Subrecipient shall comply with the bonding and insurance requirements of 24 C.F.R. §§ 84.31 and 84.48, Bonding and Insurance. Subrecipient will not be relieved of any liability, claims, demands, or other obligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintain insurance in sufficient amounts, durations, or types. Subrecipient shall name Grantee and its officers, officials, employees, volunteers, agents, and representatives as an additional insured under its general liability insurance and provide a copy of its insurance certificate(s) to Grantee. Failure on the part of Subrecipient to procure or maintain policies providing the required coverages, conditions, and minimum limits will constitute a material breach of this Agreement, upon which Grantee may immediately terminate this Agreement. E. Licensing Subrecipient agrees to comply with and obtain at its own expense, if necessary, all applicable Federal, state, county, or municipal standards for licensing, certifications and operation of facilities and programs, including the Program, and accreditation and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of the Services. In the event of an investigation or suspension regarding any Subrecipient license related to the Services under this Agreement, Grantee may terminate this Agreement and withhold further City Grant funds. In addition, monies already received under this Agreement may be owed back to Grantee. F. Grantee Recognition Subrecipient shall ensure recognition of the role of Grantee in providing Services through this Agreement. All activities, facilities, and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with City Grant funds under this Agreement. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -8- G. Amendments Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each party, and approved by Grantee’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release Grantee or Subrecipient from its obligations under this Agreement. Grantee may, in its discretion, amend this Agreement to conform with Federal, state, or local governmental guidelines, policies, and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of Services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination In accordance with 24 C.F.R. § 85.43, Grantee may suspend or terminate this Agreement if Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations, or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies, or directives as may become applicable at any time; 2. Failure, for any reason, of Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of City Grant funds provided under this Agreement; or 4. Submission by Subrecipient to Grantee reports that are incorrect or incomplete in any material respect. In accordance with 24 C.F.R. § 85.44, this Agreement may also be terminated for convenience by either Grantee or Subrecipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, Grantee determines that the remaining portion of the City Grant funds will not accomplish the purpose for which the grant was made, Grantee may terminate this Agreement in its entirety. VIII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards Subrecipient agrees to comply with 24 C.F.R. §§ 84.21 – 84.28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -9- 2. Cost Principles Subrecipient shall administer its program in conformance with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. [Note: For the above sections, if Subrecipient is a governmental or quasi-governmental agency, the applicable section of 24 C.F.R. Part 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,” and OMB Circular A-87 would apply.] B. Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 C.F.R. § 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 C.F.R. § 570.502, and 24 C.F.R. §§ 84.21 – 84.28; and g. Other records necessary to document compliance with Subpart K of 24 C.F.R. Part 570. 2. Retention Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Agreement for a period of five (5) years. The retention period begins on the date of the submission of Grantee’s annual performance and evaluation report to HUD in which the Services under this Agreement are reported on for the final time. Notwithstanding the above, if there is any litigation, claim, audit, negotiation, or other action that DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -10- involves any of the records cited and that has started before the expiration of the five-year retention period, then such records must be retained until completion of the litigation, claim, audit, negotiation, or other action and the resolution of all issues, or until the expiration of the five-year period, whichever occurs later. 3. Client Data Subrecipient shall 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 made available to Grantee monitors or their designees for review upon request. 4. Disclosure Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of Grantee’s or Subrecipient’s responsibilities with respect to the Services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian of person receiving service. 5. Close-outs Subrecipient’s obligation to Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Grantee), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG Funds, including program income. Subrecipient will have thirty (30) days after the end of the period defined in Section II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 6. Audits & Inspections Subrecipient records with respect to any matters covered by this Agreement shall be made available to Grantee, HUD, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Subrecipient within thirty (30) days after receipt by Subrecipient of the audit report. Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding by Grantee of future payments of the City Grant. Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -11- and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. C. Reporting and Payment Procedures 1. Program Income Subrecipient shall report quarterly all program income (as defined at 24 C.F.R. § 570.500(a)) generated by activities carried out with CDBG Funds made available under this Agreement. The use of program income by Subrecipient shall comply with the requirements set forth at 24 C.F.R. § 570.504. By way of further limitations, Subrecipient may use such program income during the term of this Agreement and shall reduce requests for additional City Grant funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to Grantee at the end of the term of this Agreement. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to Grantee. 2. Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient’s share of administrative costs and shall submit such plan to Grantee for approval, in a form specified by Grantee. 3. Payment Procedures Grantee shall reimburse Subrecipient only for actual incurred costs upon presentation of properly executed reimbursement forms as provided and approved by Grantee. Only those Eligible Project Expenses directly related to this Agreement shall be reimbursed. The amount of each request must be limited to the amount needed for payment of Eligible Project Expenses. In the event that Grantee or HUD determines that any CDBG Funds were expended by Subrecipient for unauthorized or ineligible purposes or the expenditures constitute disallowed costs in any other way, Grantee or HUD may order repayment of the same. Subrecipient shall remit the disallowed amount to Grantee within thirty (30) days of written notice of the disallowance. a. Subrecipient agrees that funds determined by Grantee to be surplus upon completion of this Agreement will be subject to cancellation by Grantee. b. Subrecipient agrees that upon expiration of this Agreement, Subrecipient shall transfer to Grantee any CDBG Funds on hand at the time of the expiration and any accounts receivable attributable to the use of CDBG Funds. c. Grantee shall be relieved of any obligation for payments if funds allocated to Grantee cease to be available for any cause other than misfeasance of Grantee itself. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -12- d. Grantee reserves the right to withhold payments pending timely delivery of program reports or documents as may be required under this Agreement. Payments by Grantee will be provided through a reimbursement/invoicing method only, with payment issued by Grantee after actual costs have been incurred and paid by Subrecipient. All costs shall be supported by properly executed payrolls, time records, invoices, vouchers, or other official documentation, as evidence of the nature and propriety of the charges. All accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible, and upon reasonable notice, Grantee and HUD shall have the right to audit the records of Subrecipient as they relate to this Agreement and the activities and services described herein. Payment reimbursement requests shall be submitted by Subrecipient at a minimum on a quarterly basis. Failure to submit reimbursement requests in a timely manner may lead to reallocation of City Grant funds. Subrecipient shall also: a. Maintain an effective system of internal fiscal control and accountability for all CDBG Funds and property acquired or improved with CDBG Funds, and make sure the same are used solely for the Services. b. Keep a continuing record of all disbursements by date, check number, amount, vendor, description of items purchased, and line item from which the money was expended, as reflected in Subrecipient’s accounting records. c. Maintain payroll, financial, and expense reimbursement records for a period of five (5) years after receipt of final payment under this Agreement. d. Permit inspection and audit of its records with respect to all matters authorized by this Agreement by representatives of Grantee or HUD at any time during normal business hours and as often as necessary. e. Inform Grantee concerning any City Grant funds allocated to Subrecipient, that Subrecipient anticipates will not be expended during the term of this Agreement, and permit the reassignment of the same by Grantee to other subrecipients. f. Repay Grantee any funds in its possession at the time of the termination or expiration of this Agreement that may be due to Grantee or HUD. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -13- g. Maintain complete records concerning the receipt and use of all program income. Program income shall be reported on a monthly basis on forms provided by Grantee. 4. Progress Reports Subrecipient shall submit regular progress reports to Grantee in the form, content, and frequency as required by Grantee. Progress reports must be submitted at a minimum on quarterly basis. Reporting periods are defined in the following table: Quarter Reporting Period Due Date 1 July-September October 20 2 October-December January 20 3 January-March April 20 4 March-June July 20 Along with the quarterly progress reports, Subrecipient shall provide Grantee with twenty- five percent (25%) sampling of self-certification forms and ten percent (10%) sampling of income verification for clients served that quarter. Subrecipient shall be responsible for retaining one hundred percent (100%) certification and/or income certification forms for a minimum of five (5) years along with other Program records. Additionally, an annual comprehensive report including inventory of all Services provided or performed with CDBG Funds, and financial report shall be submitted at the end of the program year. The annual report shall be submitted no later than August 1st. D. Procurement 1. Compliance Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All Program assets (including, unexpended program income, property, and equipment) shall revert to Grantee upon termination or expiration of this Agreement. 2. OMB Standards Unless specified otherwise within this Agreement, Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 C.F.R. §§ 84.40 – 84.48. 3. Travel Subrecipient shall obtain written approval from Grantee for any travel outside the metropolitan area with City Grant funds provided under this Agreement. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -14- E. Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 C.F.R. Part 84 and 24 C.F.R. §§ 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. Subrecipient shall transfer to Grantee any CDBG Funds on hand and any accounts receivable attributable to the use of CDBG Funds under this Agreement at the time of expiration, cancellation, or termination. 2. In all cases in which equipment acquired, in whole or in part, with CDBG Funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by Subrecipient for Services under this Agreement shall be (a) transferred to Grantee for the CDBG program or (b) retained after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG Funds used to acquire the equipment. F. DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. IX. REPRESENTATIONS AND WARRANTIES OF SUBRECIPIENT Subrecipient makes the following representations and warranties as of the date of this Agreement and agrees that such representations and warranties shall survive and continue thereafter: A. Authorization and Validation The execution, delivery and performance by Subrecipient of this Agreement (i) are within the powers of Subrecipient and upon its execution will constitute a legal, valid and binding obligation of Subrecipient enforceable in accordance with its terms, and (ii) will not violate any provisions of law, any order of any court or other agency of government, or any indenture, agreement or any other instrument to which Subrecipient is a party or by which Subrecipient , or any of its property, is bound, or be in conflict with, result in any breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets, except as contemplated by the provisions of this Agreement. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -15- B. Correct Information All reports, papers, data and information given to Grantee with respect to Subrecipient and this Agreement, including the Program are accurate and correct in all material respects and complete insofar as completeness may be necessary to give Grantee a true and accurate knowledge of the subject matters thereof, and there has been no change in such information. C. Defaults Subrecipient is not a party to any agreement or instrument that will interfere with its performance under this Agreement, and is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party. D. Pending Litigation There is not now pending or threatened against or affecting Subrecipient any claim, investigation, action, suit or proceeding at law, or in equity, or before any court or administrative agency which, if adversely determined, would impair or affect Subrecipient’s ability to perform the Services. E. Compliance Subrecipient has examined and is familiar with all conditions, restrictions, reservations, and ordinances affecting the performance of the Services. The Services will in all material respects conform to and comply with all of the requirements of said conditions, restrictions, reservations, and ordinances and performance of the Services shall conform in all respects with applicable ordinances and statutes, and shall be in accordance with all requirements of the regulatory authorities having jurisdiction thereof. X. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XI. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XII. WAIVER Grantee’s failure to act with respect to a breach by Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -16- XIII. NONLIABILITY OF OFFICIALS AND EMPLOYEES No member, official, employee, or contractor of Grantee shall be personally liable to Subrecipient in the event of any default or breach by Grantee or for any amount which may become due to Subrecipient or on any obligations under this Agreement. No member, official, employee, or contractor of Subrecipient shall be personally liable to Grantee in the event of any default or breach by Subrecipient or for any amount which may become due to Grantee or on any obligations under this Agreement. XIV. APPLICABLE LAW; VENUE The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. All legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California, or in any other appropriate court in that County. XV. EXECUTION IN COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. XVI. NO CONFLICT OF INTEREST For the term of this Agreement, no member, officer, or employee of Grantee, during the term of his or her service with Grantee, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. In addition, Subrecipient agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with Grantee’s Filing Officer if such filing is required under state law in connection with the performance of the Services. XVII. THIRD PARTY BENEFICIARIES With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. XVIII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between Grantee and Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between Grantee and Subrecipient with respect to this Agreement. [Signatures on following page] DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBB 7/11/2023 7/18/2023 7/19/2023 7/19/2023 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 1 of 13 EXHIBIT A SUMMARY OF LEGAL REQUIREMENTS In addition to the requirements set forth in other provisions of the Agreement, Subrecipient shall comply, and shall cause all Subrecipient’s personnel to comply, with the following regulations and requirements insofar as they are applicable to the performance of the Agreement.1 1. Equal Opportunity and Nondiscrimination. a. Title VI of the Civil Rights Act of 1964, as amended, including Public Law 88-352 implemented in 24 C.F.R. Part 1. This law provides in part that no person shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. In regard to the sale or lease of property, Subrecipient shall cause or require a covenant running with the land to be inserted in the deed and leases prohibiting discrimination under this Title, and providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Subrecipient shall enforce such covenant and shall not itself so discriminate. b. Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended, including Public Law 90-234. The Fair Housing Act provides in part that there shall be no discrimination in housing practices on the basis of race, color, religion, sex, and national origin. The Fair Housing Act was amended in 1988 to provide protections from discrimination in any aspect of the sale or rental of housing for families with children and persons with disabilities. The Fair Housing Act also establishes requirements for the design and construction of new rental or for-sale multi-family housing to ensure a minimum level of accessibility for persons with disabilities. c. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq., 42 U.S.C. 6101 et. seq., and 29 U.S.C. 794. This law provides in part that no person on the grounds of race, color, national origin, sex, or religion shall be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with funds under this Title. d. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq. This law provides in part that any grant under Section 106 shall be made only if the grantee certifies to the satisfaction of the Secretary of HUD that the grantee will, among other things, affirmatively further fair housing. 1 This exhibit is a list and summary of some of the applicable legal requirements and is not a complete list of all Subrecipient requirements. The description set forth next to a statute or regulation is a summary of certain provisions in the statute or regulation and is in no way intended to be a complete description or summary of the statute or regulation. In the event of any conflict between this summary and the requirements imposed by applicable laws, regulations, and requirements, the applicable laws, regulations, and requirements shall apply. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 2 of 13 e. Executive Order 11246, as amended. This order includes a requirement that grantees and subrecipients and their contractors and subcontractors not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. f. Executive Order 11063, as amended, including 24 C.F.R. Part 107. This order and its implementing regulations include requirements that all actions necessary be taken to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental, or other disposition of property assisted with Federal loans, advances, grants, or contributions. g. Section 504 of the Rehabilitation Act of 1973, as amended. This Act specifies in part that no otherwise qualified individual shall solely by reason of his or her disability or handicap be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance. Subrecipient must ensure that its programs are accessible to and usable by persons with disabilities. h. The Americans with Disabilities Act (ADA) of 1990, as amended. This Act prohibits discrimination on the basis of disability in employment by state and local governments and in places of public accommodation and commercial facilities. The ADA also requires that facilities that are newly constructed or altered, by, on behalf of, or for use of a public entity, be designed and constructed in a manner that makes the facility readily accessible to and usable by persons with disabilities. The Act defines the range of conditions that qualify as disabilities and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. i. The Age Discrimination Act of 1975, as amended. This law provides in part that no person shall be excluded from participation in, be denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving federal assistance. j. EEO/AA Statement. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. k. Minority/Women Business Enterprise. Subrecipient will use its best efforts to afford small businesses and minority and women-owned business enterprises the maximum practicable opportunity to participate in the performance of the Agreement. As used in the Agreement, the term “small business” means a business that meets the criteria set forth in Section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women- owned business enterprise” means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 3 of 13 2. Environmental. a. Air and Water. Subrecipient shall comply with the following regulations insofar as they apply to the performance of the Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; and the U.S. Environmental Protection regulations pursuant to 40 C.F.R. Part 50, as amended. b. Flood Disaster Protection Act of 1973. Subrecipient shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained. c. Lead-Based Paint. Subrecipient shall comply with the Lead-Based Paint Regulations referenced in 24 C.F.R. § 570.608, including 24 C.F.R. Part 35, et. al. d. Historic Preservation. Subrecipient shall comply with the historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 C.F.R. Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties and related laws and Executive Orders, insofar as they apply to the performance of the Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a federal, state, or local historic property list. e. Limitation on Activities Pending Clearance. In accordance with 24 C.F.R. § 58.22 entitled “Limitations on activities pending clearance, “neither a recipient nor any participant in the development process, including public or private nonprofit or for-profit entities, or any of their contractors, may commit HUD assistance under a program listed in 24 C.F.R. § 58.1(b) on an activity or project until HUD or the state has approved the recipient’s Request for Release of Funds (RROF) and the related certifications have been approved. Neither a recipient nor any participant in the development process may commit non-HUD funds or undertake an activity or project that would have an adverse environmental impact or limit the choice of reasonable alternatives. Upon completion of environmental review or receipt of environmental clearance, Grantee shall notify Subrecipient. HUD funds shall not be utilized before this requirement is satisfied. The environmental review or violation of the provisions may result in approval, modification of cancellation of the City Grant. If a project or activity is exempt under 24 C.F.R. § 58.34, or is categorically excluded (except in extraordinary circumstances) under 24 C.F.R. § 58.35(b), no RROF is required and the recipient may undertake the activity immediately after the Grantee has documented its determination that each activity or project is exempt and meets the conditions specified for such exemption under this section by issuing a Notice to Proceed. 3. Uniform Administrative Requirements. The uniform administrative requirements described in 24 C.F.R. § 570.502. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 4 of 13 4. Other Program Requirements. Subrecipient shall carry out each activity under the Agreement in accordance with all applicable federal laws and regulations described in Subpart K of 24 C.F.R. § 570 except for Grantee’s environmental responsibilities under 24 C.F.R. § 570.604 and Grantee’s responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 5. Reversion of Assets. Upon the expiration of the Funding Period or sooner termination of the Agreement, Subrecipient shall transfer to Grantee (a) any and all CDBG Funds, (b) any accounts receivable attributable to the use of CDBG Funds. In all cases in which equipment acquired, in whole or in part, with funds under the Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under the Agreement were used to acquire the equipment). Equipment not needed by Subrecipient for activities under the Agreement shall at the election of Grantee either be (a) transferred to Grantee for the CDBG program, or (b) retained by Subrecipient after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment. 6. Relocation. Grantee shall not be responsible for relocating any occupants from any property. If required, Subrecipient shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations, including the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601 et seq., as amended, and implementing regulations, and HUD Handbook 1378. Subrecipient shall indemnify, defend, and hold Grantee harmless from and against any claims, liabilities, damages, or losses made against it by tenants or occupants of any property, including without limitation claims for relocation assistance, inverse condemnation, and claims otherwise arising from any act or omission of Subrecipient pursuant to the provision of relocation assistance. 7. Allowable Costs and Audits. Subrecipient shall comply with and administer the Program in accordance with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 8. Records and Reports. Subrecipient shall provide to Grantee and shall cause each of its contractors, subcontractors, and subrecipients to provide to Grantee all records and reports relating to the Program that may be reasonably requested by Grantee in order to enable it to perform its record keeping and reporting obligations pursuant to the CDBG Requirements, including but not limited to those described in the Agreement and 24 C.F.R. § 570.506. 9. Religious Organizations. If Subrecipient is a religious organization as defined by the CDBG Requirements, Subrecipient shall comply with all conditions prescribed by HUD for the use of CDBG Funds by religious organizations, including the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. § 570.200(j). DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 5 of 13 10. Conflict of Interest. Subrecipient will comply with 24 C.F.R. §§ 84.42, 85.36 and 570.611 regarding the avoidance of conflict of interest, which provisions include (but are not limited to) the following: i. Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. ii. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. iii. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 11. Political Activity (24 C.F.R. § 570.207(a)(3)). Subrecipient is prohibited from using CDBG Funds to finance the use of facilities or equipment for political purposes or to engage in other partisan political activities, such as sponsoring candidate forums, distributing brochures, voter transportation, or voter registration. 12. Anti-Lobbying Certification. By its execution of the Agreement, Subrecipient hereby certifies that: i. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. iii. It will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 6 of 13 under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. At the request of Grantee, Subrecipient shall execute a separate document that contains the certifications set forth above. 13. Drug-Free Workplace Requirements. Subrecipient shall comply with and be subject to the requirements of the federal drug-free workplace requirements, which include the following actions be taken: i. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee’s workplace and specifying the actions that will be taken against employees for violation of such prohibition. ii. Establishing an ongoing drug-free awareness program to inform employees about: (a) the dangers of drug abuse in the work place; (b) the grantee’s policy of maintaining a drug-free workplace; (c) any available drug counseling, rehabilitation, and employee assistance programs; and (d) the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. iii. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (i). iv. Notifying the employee in the statement required by paragraph (i) that, as a condition of employment under the grant, the employee will: (a) abide by the terms of the statement; and (b) notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction. v. Notifying the agency in writing, within ten (10) calendar days after receiving notice under sub-paragraph (iv)(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant. vi. Taking one of the following actions, within thirty (30) calendar days of receiving notice under subparagraph (iv)(b), with respect to any employee who is so convicted: (a) taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (b) requiring such employee to participate satisfactorily in a drug abuse DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 7 of 13 assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency. vii. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (i), (ii), (iii), (iv), (v), and (vi). 14. Procurement. Subrecipient will comply with the procurement standards under 24 C.F.R. § 85.36 for governmental subrecipients and 24 C.F.R. §§ 84.40-84.48 for subrecipients that are non-profit organizations. Subrecipient shall comply with all existing and future Grantee policies concerning the purchase of equipment. 15. Labor Provisions. a. Section 3 of the Housing and Community Development Act of 1968. Subrecipient shall comply with and cause its contractors and subcontractors to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u), the HUD regulations issued pursuant thereto at 24 C.F.R. Part 135, and any applicable rules and orders of HUD issued thereunder. The Section 3 clause, set forth in 24 C.F.R § 135.38 provides: i. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 1701u (“Section 3”). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. ii. The parties to this contract agree to comply with HUD’s regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. iii. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding if any, a notice advising the labor organization or workers’ representative of the contractor’s commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. iv. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 8 of 13 notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. v. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor’s obligations under 24 C.F.R. Part 135. vi. Noncompliance with HUD’s regulations in 24 C.F.R Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. Subrecipient shall abide by the Section 3 clause set forth above and will also cause this Section 3 clause to be inserted in all contracts relating to the Program. b. Labor Standards. Subrecipient shall comply with the provisions of 24 C.F.R. § 570.603 and related requirements. Subrecipient shall include in all applicable construction contracts the provisions of federal law imposing labor standards on federally assisted contracts. Subrecipient shall comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended (40 U.S.C. 3141 through 3148), the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq. and implementing regulations), the Copeland Anti-Kick Back Act (40 U.S.C. 276c and 18 U.S.C. 874 et seq.), the implementing regulations of the U.S. Department of Labor including 29 C.F.R. Parts 1, 3, 5, 6 and 7, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of the Agreement. Subrecipient shall maintain documentation that demonstrates compliance with these provisions and such documentation shall be made available to Grantee and HUD for review upon request. Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. c. HUD Form 4010. Subrecipient shall comply and cause Subrecipient Personnel to comply with the provisions of HUD Form 4010 attached hereto. HUD Form 4010 must be included in the bid packet and construction contract and subcontracts for the Program. DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 2 of 3 City of Menifee Finance Department Federal Award Identification Notice i. Subrecipient Name: FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY, INC ii. Subrecipient’s Unique Entity Identifier (DUNS): 883932121 iii. Federal Award Identification Number (FAIN): B-23-MC-06-0604 iv. Federal Award Date: July 1, 2023 v. Subaward Period of Performance: July 1, 2023 through June 30, 2024 vi. Amount of Federal Funds ($) Obligated by this action by the pass through entity to the to the subrecipient: $23,000.00 vii. Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $23,000.00 viii. Total Amount of Federal Award committed to the subrecipient by the pass through entity: $23,000.00 ix. Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14- 218) City of Menifee CDBG Public Services. Specifically this program/project will entail the: Fair Housing services designed to further the fair housing objectives of the Fair Housing Act, fair housing enforcement, education, and outreach activities ("Services"). Services will include, but are not limited to, landlord tenant mediation services, anti- discrimination services, foreclosure prevention counseling, lead hazard control education, first-time homebuyer education, and cool centers during the summer months. At least five hundred fifty (550) LMI persons will be served. x. Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 3 of 3 Pass through Entity: City of Menifee, CA Awarding Official: Armando Villa, City Manager Phone: (951) 672-6777 xi. CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii. Identification of whether the award is R&D: No xiii. Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 6/13/2023 The Empire Company 9050 Archibald Avenue P.O. Box 5400 Rancho Cucamonga CA 91729 Cathy Negron (909)476-0600 (909)476-0601 cnegron@empire-co.com Fair Housing Council of Riverside County, Inc. P.O. Box 1068 Riverside CA 92502-1068 Nonprofits Ins. Alliance of Ca Preferred Employers Ins. Co.10900 23/24 UPDATED MASTER A X X X SOCIAL SERVICE PROFESSIONAL $2,000,000 AGGREGATE X X 2023-04221-NPO 4/28/2023 4/28/2024 1,000,000 500,000 20,000 1,000,000 2,000,000 2,000,000 Liquor Liability 1,000,000 A X X 2023-04221-NPO 4/28/2023 4/28/2024 1,000,000 A X X 2023-04221-UMB 4/28/2023 4/28/2024 1,000,000 B SUN171530-3 7/1/2023 7/1/2024 X 1,000,000 1,000,000 1,000,000 A DIRECTORS & OFFICERS LIABILITY 2023-04221-DO 4/28/2023 4/28/2024 ANN AGGREGATE/OCCURRENCE $2M/$1M A EMPLOYEE DISHONESTY 2023-04221-PROP 4/28/2023 4/28/2024 LIMIT $200,000 The City of Menifee, its officers, employees & agents are named as additionally insured where required by written contract per attached forms. (CG 20 10 12 19) & (CG 20 37 12 19). City of Menifee Attn: Edna Lebron 29714 Haun Road Menifee, CA 92586 elebron@cityofmenifee.us Cathy Negron/NEGRON The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA ÐÑ Ô×ÝÇ ÒËÓ ÞÛÎæ ÝÑ Ó Ó ÛÎÝ×ß Ô ÙÛÒÛÎß Ô Ô×ß Þ×Ô×ÌÇ ÌØ×Í ÛÒÜÑ ÎÍÛÓ ÛÒÌ ÝØß ÒÙÛÍ ÌØÛ ÐÑ Ô×ÝÇò ÐÔÛß ÍÛ ÎÛß Ü ×Ì Ýß ÎÛÚËÔÔÇò ß Ü Ü ×Ì×Ñ Ò ß Ô ×Ò Í Ë Î Û Ü Ñ É Ò Û Î Í ô ÔÛ Í Í Û Û Í Ñ Î Ý Ñ Ò ÌÎ ß Ý ÌÑ Î Í Í Ý ØÛ Ü Ë ÔÛ Ü Ð Û Î Í Ñ Ò Ñ Î Ñ ÎÙß Ò×Æß Ì×Ñ Ò ÝÙ îð ï ð ï î ï ç îðîîóðì îîï Ò¿³ »¼ ×²-«®»¼æ Ú¿·® Ø±«-·²¹ Ý±«²½·´±ºÎ·ª»®-·¼» Ý±«²¬§ô×²½ò ß ²§ °»®-±² ±® ±®¹¿²·¦¿¬·±² ¬¸¿¬§±« ¿®» ®»¯«·®»¼ ¬± ¿¼¼ ¿-¿² ¿¼¼·¬·±²¿´·²-«®»¼ ±² ¬¸·-°±´·½§ô«²¼»® ¿ © ®·¬¬»² ½±²¬®¿½¬±® ¿¹®»»³ »²¬½«®®»²¬´§ ·² »ºº»½¬ô±® ¾»½±³ ·²¹ »ºº»½¬·ª» ¼«®·²¹ ¬¸» ¬»®³ ±º¬¸·-°±´·½§ò Ì¸» ¿¼¼·¬·±²¿´·²-«®»¼ -¬¿¬«-© ·´´²±¬¾» ¿ºº±®¼»¼ © ·¬¸ ®»-°»½¬¬±´·¿¾·´·¬§ ¿®·-·²¹ ±«¬±º±® ®»´¿¬»¼ ¬±§±«® ¿½¬·ª·¬·»-¿-¿ ®»¿´»-¬¿¬» ³ ¿²¿¹»® º±® ¬¸¿¬°»®-±² ±® ±®¹¿²·¦¿¬·±²ò ß ´´·²-«®»¼ °®»³ ·-»-¿²¼ ±°»®¿¬·±²-ò Ô± ½¿¬·± ²ø-÷Ñ ºÝ± ª»®»¼ Ñ ° »®¿¬·± ²- Ò¿³ » Ñ ºß ¼¼·¬·± ²¿´×²-«®»¼ Ð»®-± ²ø-÷ Ñ ® Ñ ®¹¿²·¦¿¬·± ²ø-÷ ÍÝØÛÜËÔÛ ÝÑ Ó Ó ÛÎÝ×ß Ô ÙÛÒÛÎß Ô Ô×ß Þ×Ô×ÌÇ ÝÑ ÊÛÎß ÙÛ Ðß ÎÌ Ì¸·-»²¼±®-»³ »²¬³ ±¼·º·»-·²-«®¿²½» °®±ª·¼»¼ «²¼»® ¬¸» º±´´±© ·²¹æ ×²º±®³ ¿¬·±² ®»¯«·®»¼ ¬±½±³ °´»¬» ¬¸·-Í½¸»¼«´»ô·º²±¬-¸±© ² ¿¾±ª»ô© ·´´¾» -¸±© ² ·² ¬¸» Ü»½´¿®¿¬·±²-ò Í »½¬·±² ×× É ¸± × ß ² ×²«®»¼·-¿³ »²¼»¼ ¬± ·²½´«¼» ¿-¿² ¿¼¼·¬·±²¿´·²-«®»¼ ¬¸» °»®-±²ø-÷±® ±®¹¿²·¦¿¬·±²ø-÷-¸±© ² ·² ¬¸» Í½¸»¼«´»ô¾«¬±²´§ © ·¬¸ ®»-°»½¬¬±´·¿¾·´·¬§ º±® þ¾±¼·´§ ·²¶«®§þôþ°®±°»®¬§ ¼¿³ ¿¹»þ±® þ°»®-±²¿´¿²¼ ¿¼ª»®¬·-·²¹ ·²¶«®§þ ½¿«-»¼ô·² © ¸±´» ±® ·² °¿®¬ô¾§æ ïò Ç±«® ¿½¬-±® ±³ ·--·±²-å ±® î ò Ì¸» ¿½¬-±® ±³ ·--·±²-±º¬¸±-» ¿½¬·²¹ ±² §±«® ¾»¸¿´ºå ·² ¬¸» °»®º±®³ ¿²½» ±º§±«® ±²¹±·²¹ ±°»®¿¬·±²-º±® ¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ø-÷¿¬¬¸» ´±½¿¬·±²ø-÷ ¼»-·¹²¿¬»¼ ¿¾±ª»ò Ø±© »ª»®æ ïò Ì¸» ·²-«®¿²½» ¿ºº±®¼»¼ ¬±-«½¸ ¿¼¼·¬·±²¿´ ·²-«®»¼ ±²´§ ¿°°´·»-¬±¬¸» »¨¬»²¬°»®³ ·¬¬»¼ ¾§ ´¿© å ¿²¼ ß ò Þò É ·¬¸ ®»-°»½¬¬±¬¸» ·²-«®¿²½» ¿ºº±®¼»¼ ¬±¬¸»-» ¿¼¼·¬·±²¿´·²-«®»¼-ô¬¸» º±´´±© ·²¹ ¿¼¼·¬·±²¿´ »¨½´«-·±²-¿°°´§æ Ì¸·-·²-«®¿²½» ¼±»-²±¬¿°°´§ ¬±þ¾±¼·´§ ·²¶«®§þ±® þ°®±°»®¬§ ¼¿³ ¿¹»þ±½½«®®·²¹ ¿º¬»®æ ïò ß ´´© ±®µô·²½´«¼·²¹ ³ ¿¬»®·¿´-ô°¿®¬-±® »¯«·°³ »²¬º«®²·-¸»¼ ·² ½±²²»½¬·±² © ·¬¸ -«½¸ © ±®µô±² ¬¸» °®±¶»½¬ø±¬¸»® ¬¸¿² -»®ª·½»ô ³ ¿·²¬»²¿²½» ±® ®»°¿·®-÷¬±¾» °»®º±®³ »¼ ¾§ ±® ±² ¾»¸¿´º±º¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ø-÷¿¬¬¸» ´±½¿¬·±² ±º¬¸» ½±ª»®»¼ ±°»®¿¬·±²-¸¿-¾»»² ½±³ °´»¬»¼å ±® î ò ×º½±ª»®¿¹» °®±ª·¼»¼ ¬±¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ ·-®»¯«·®»¼ ¾§ ¿ ½±²¬®¿½¬±® ¿¹®»»³ »²¬ô¬¸» ·²-«®¿²½» ¿ºº±®¼»¼ ¬±-«½¸ ¿¼¼·¬·±²¿´·²-«®»¼ © ·´´²±¬¾» ¾®±¿¼»® ¬¸¿² ¬¸¿¬© ¸·½¸ §±« ¿®» ®»¯«·®»¼ ¾§ ¬¸» ½±²¬®¿½¬±® ¿¹®»»³ »²¬¬± °®±ª·¼» º±® -«½¸ ¿¼¼·¬·±²¿´·²-«®»¼ò w ×²-«®¿²½» Í»®ª·½»-Ñ ºº·½»ô×²½òôîðï î Ð¿¹» ï ±ºîÝÙ îð ï ð ï î ï ç DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA î ò Ì¸¿¬°±®¬·±² ±ºþ§±«® © ±®µþ±«¬±º© ¸·½¸ ¬¸» ·²¶«®§ ±® ¼¿³ ¿¹» ¿®·-»-¸¿-¾»»² °«¬¬±·¬- ·²¬»²¼»¼ «-» ¾§ ¿²§ °»®-±² ±® ±®¹¿²·¦¿¬·±² ±¬¸»® ¬¸¿² ¿²±¬¸»® ½±²¬®¿½¬±® ±® -«¾½±²¬®¿½¬±® »²¹¿¹»¼ ·² °»®º±®³ ·²¹ ±°»®¿¬·±²-º±® ¿ °®·²½·°¿´¿-¿ °¿®¬±º¬¸» -¿³ » °®±¶»½¬ò Ýò É ·¬¸ ®»-°»½¬¬±¬¸» ·²-«®¿²½» ¿ºº±®¼»¼ ¬±¬¸»-» ¿¼¼·¬·±²¿´·²-«®»¼-ô¬¸» º±´´±© ·²¹ ·-¿¼¼»¼ ¬± Í »½¬·±² ××× Ô·³·¬ Ñ º ×²«®¿²½»æ ×º½±ª»®¿¹» °®±ª·¼»¼ ¬±¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ ·- ®»¯«·®»¼ ¾§ ¿ ½±²¬®¿½¬±® ¿¹®»»³ »²¬ô¬¸» ³ ±-¬© » © ·´´°¿§ ±² ¾»¸¿´º±º¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ ·-¬¸» ¿³ ±«²¬±º·²-«®¿²½»æ ïò Î»¯«·®»¼ ¾§ ¬¸» ½±²¬®¿½¬±® ¿¹®»»³ »²¬å ±® î ò ß ª¿·´¿¾´» «²¼»® ¬¸» ¿°°´·½¿¾´» Ô·³ ·¬-±º ×²-«®¿²½» -¸±© ² ·² ¬¸» Ü»½´¿®¿¬·±²-å © ¸·½¸»ª»® ·-´»--ò Ì¸·-»²¼±®-»³ »²¬-¸¿´´²±¬·²½®»¿-» ¬¸» ¿°°´·½¿¾´» Ô·³ ·¬-±º×²-«®¿²½» -¸±© ² ·² ¬¸» Ü»½´¿®¿¬·±²-ò w ×²-«®¿²½» Í»®ª·½»-Ñ ºº·½»ô×²½òôîðï î Ð¿¹» î ±ºîÝÙ îð ï ð ï î ï ç DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA ÐÑ Ô×ÝÇ ÒËÓ ÞÛÎæ ÝÑ Ó Ó ÛÎÝ×ß Ô ÙÛÒÛÎß Ô Ô×ß Þ×Ô×ÌÇ ÌØ×Í ÛÒÜÑ ÎÍÛÓ ÛÒÌ ÝØß ÒÙÛÍ ÌØÛ ÐÑ Ô×ÝÇò ÐÔÛß ÍÛ ÎÛß Ü ×Ì Ýß ÎÛÚËÔÔÇò ß Ü Ü ×Ì×Ñ Ò ß Ô ×Ò Í Ë Î Û Ü Ñ É Ò Û Î Í ô ÔÛ Í Í Û Û Í Ñ Î Ý Ñ Ò ÌÎ ß Ý ÌÑ Î Í Ý Ñ Ó Ð ÔÛ ÌÛ Ü Ñ Ð Û Î ß Ì×Ñ Ò Í ÝÙ îð íé ï î ï ç îðîîóðì îîï Ò¿³ »¼ ×²-«®»¼æ Ú¿·® Ø±«-·²¹ Ý±«²½·´±ºÎ·ª»®-·¼» Ý±«²¬§ô×²½ò ß ²§ °»®-±² ±® ±®¹¿²·¦¿¬·±² ¬¸¿¬§±« ¿®» ®»¯«·®»¼ ¬± ¿¼¼ ¿-¿² ¿¼¼·¬·±²¿´·²-«®»¼ ±² ¬¸·-°±´·½§ô«²¼»® ¿ © ®·¬¬»² ½±²¬®¿½¬±® ¿¹®»»³ »²¬½«®®»²¬´§ ·² »ºº»½¬ô±® ¾»½±³ ·²¹ »ºº»½¬·ª» ¼«®·²¹ ¬¸» ¬»®³ ±º¬¸·-°±´·½§ò Ì¸» ¿¼¼·¬·±²¿´·²-«®»¼ -¬¿¬«-© ·´´²±¬¾» ¿ºº±®¼»¼ © ·¬¸ ®»-°»½¬¬±´·¿¾·´·¬§ ¿®·-·²¹ ±«¬±º±® ®»´¿¬»¼¬± §±«® ¿½¬·ª·¬·»-¿-¿ ®»¿´»-¬¿¬» ³ ¿²¿¹»® º±® ¬¸¿¬ °»®-±² ±® ±®¹¿²·¦¿¬·±²ò ß ´´·²-«®»¼ °®»³ ·-»-¿²¼ ±°»®¿¬·±²-ò Ô± ½¿¬·± ² ß ²¼ Ü»-½®·° ¬·± ² Ñ ºÝ± ³ ° ´»¬»¼ Ñ ° »®¿¬·± ²- Ò¿³ » Ñ ºß ¼¼·¬·± ²¿´×²-«®»¼ Ð»®-± ²ø-÷ Ñ ® Ñ ®¹¿²·¦¿¬·± ²ø-÷ ÍÝØÛÜËÔÛ ÝÑ Ó Ó ÛÎÝ×ß Ô ÙÛÒÛÎß Ô Ô×ß Þ×Ô×ÌÇ ÝÑ ÊÛÎß ÙÛ Ðß ÎÌ ÐÎÑ ÜËÝÌÍñÝÑ Ó ÐÔÛÌÛÜ Ñ ÐÛÎß Ì×Ñ ÒÍ Ô×ß Þ×Ô×ÌÇ ÝÑ ÊÛÎß ÙÛ Ðß ÎÌ Ì¸·-»²¼±®-»³ »²¬³ ±¼·º·»-·²-«®¿²½» °®±ª·¼»¼ «²¼»® ¬¸» º±´´±© ·²¹æ ×²º±®³ ¿¬·±² ®»¯«·®»¼ ¬±½±³ °´»¬» ¬¸·-Í½¸»¼«´»ô·º²±¬-¸±© ² ¿¾±ª»ô© ·´´¾» -¸±© ² ·² ¬¸» Ü»½´¿®¿¬·±²-ò Í »½¬·±² ×× É ¸± × ß ² ×²«®»¼·-¿³ »²¼»¼ ¬± ·²½´«¼» ¿-¿² ¿¼¼·¬·±²¿´·²-«®»¼ ¬¸» °»®-±²ø-÷±® ±®¹¿²·¦¿¬·±²ø-÷-¸±© ² ·² ¬¸» Í½¸»¼«´»ô¾«¬±²´§ © ·¬¸ ®»-°»½¬¬±´·¿¾·´·¬§ º±® þ¾±¼·´§ ·²¶«®§þ±® þ°®±°»®¬§ ¼¿³ ¿¹»þ½¿«-»¼ô·² © ¸±´» ±® ·² °¿®¬ô¾§ þ§±«® © ±®µþ¿¬¬¸» ´±½¿¬·±² ¼»-·¹²¿¬»¼ ¿²¼ ¼»-½®·¾»¼ ·² ¬¸» Í½¸»¼«´» ±º¬¸·-»²¼±®-»³ »²¬ °»®º±®³ »¼ º±® ¬¸¿¬¿¼¼·¬·±²¿´·²-«®»¼ ¿²¼ ·²½´«¼»¼ ·² ¬¸» þ°®±¼«½¬-ó½±³ °´»¬»¼ ±°»®¿¬·±²- ¸¿¦¿®¼þò Ø±© »ª»®æ ïò Ì¸» ·²-«®¿²½» ¿ºº±®¼»¼ ¬±-«½¸ ¿¼¼·¬·±²¿´ ·²-«®»¼ ±²´§ ¿°°´·»-¬±¬¸» »¨¬»²¬°»®³ ·¬¬»¼ ¾§ ´¿© å ¿²¼ ß ò Þò É ·¬¸ ®»-°»½¬¬±¬¸» ·²-«®¿²½» ¿ºº±®¼»¼ ¬±¬¸»-» ¿¼¼·¬·±²¿´·²-«®»¼-ô¬¸» º±´´±© ·²¹ ·-¿¼¼»¼ ¬± Í »½¬·±² ××× Ô·³·¬ Ñ º ×²«®¿²½»æ ×º½±ª»®¿¹» °®±ª·¼»¼ ¬±¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ ·- ®»¯«·®»¼ ¾§ ¿ ½±²¬®¿½¬±® ¿¹®»»³ »²¬ô¬¸» ³ ±-¬© » © ·´´°¿§ ±² ¾»¸¿´º±º¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ ·-¬¸» ¿³ ±«²¬±º·²-«®¿²½»æ î ò ×º½±ª»®¿¹» °®±ª·¼»¼ ¬±¬¸» ¿¼¼·¬·±²¿´·²-«®»¼ ·- ®»¯«·®»¼ ¾§ ¿ ½±²¬®¿½¬±® ¿¹®»»³ »²¬ô¬¸» ·²-«®¿²½» ¿ºº±®¼»¼ ¬±-«½¸ ¿¼¼·¬·±²¿´·²-«®»¼ © ·´´ ²±¬¾» ¾®±¿¼»® ¬¸¿² ¬¸¿¬© ¸·½¸ §±« ¿®» ®»¯«·®»¼ ¾§ ¬¸» ½±²¬®¿½¬±® ¿¹®»»³ »²¬¬±°®±ª·¼» º±® -«½¸ ¿¼¼·¬·±²¿´·²-«®»¼ò ïò Î»¯«·®»¼ ¾§ ¬¸» ½±²¬®¿½¬±® ¿¹®»»³ »²¬å ±® î ò ß ª¿·´¿¾´» «²¼»® ¬¸» ¿°°´·½¿¾´» Ô·³ ·¬-±º ×²-«®¿²½» -¸±© ² ·² ¬¸» Ü»½´¿®¿¬·±²-å © ¸·½¸»ª»® ·-´»--ò Ì¸·-»²¼±®-»³ »²¬-¸¿´´²±¬·²½®»¿-» ¬¸» ¿°°´·½¿¾´» Ô·³ ·¬-±º×²-«®¿²½» -¸±© ² ·² ¬¸» Ü»½´¿®¿¬·±²-ò w ×²-«®¿²½» Í»®ª·½»-Ñ ºº·½»ô×²½òôîðï î Ð¿¹» ï ±ºïÝÙ îð íé ï î ï ç DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY INC Unique Entity ID RY1KPSJMPNA5 CAGE / NCAGE 35MV6 Purpose of Registration Federal Assistance Awards Only Registration Status Active Registration Expiration Date Nov 28, 2023 Physical Address 4164 Brockton AVE Riverside, California 92501-3400 United States Mailing Address P O Box 1068 Riverside, California 92502-1068 United States Business Information Doing Business as (blank) Division Name (blank) Division Number (blank) Congressional District California 41 State / Country of Incorporation California / United States URL www.fairhousing.net Registration Dates Activation Date Nov 30, 2022 Submission Date Nov 28, 2022 Initial Registration Date Jan 24, 2005 Entity Dates Entity Start Date May 20, 1986 Fiscal Year End Close Date Jun 30 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM.gov) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2. C.F.R. 200 Appendix XII. Their responses are displayed in the responsibility/qualification section of SAM.gov. Maintaining an active registration in SAM.gov demonstrates the registrant responded to the proceedings questions. Exclusion Summary Active Exclusions Records? No SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Last updated by Rose Mayes on Nov 28, 2022 at 05:09 PM FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY INC Jun 08, 2023 04:47:08 PM GMT https://sam.gov/entity/RY1KPSJMPNA5/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Socio-Economic Types Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Financial Information Accepts Credit Card Payments No Debt Subject To Offset No EFT Indicator 0000 CAGE Code 35MV6 Points of Contact Electronic Business ROSE MAYES, Executive Director P O Box 1068 Riverside, California 92502 United States Government Business Mina Shaker, Accounting Manager P O Box 1068 Riverside, California 92502 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry. Last updated by Rose Mayes on Nov 28, 2022 at 05:09 PM FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY INC Jun 08, 2023 04:47:08 PM GMT https://sam.gov/entity/RY1KPSJMPNA5/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND ASSISTANCE LEAGUE OF TEMECULA VALLEY FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered into as of this day of by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and ASSISTANCE LEAGUE OF TEMECULA VALLEY, a California nonprofit corporation (“Subrecipient”). R E C I T A L S WHEREAS, Grantee participates in the Community Development Block Grant program administered by the United States Department of Housing and Urban Development (“HUD”) under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the regulations promulgated thereunder (24 C.F.R. §§ 570 et seq.). Pursuant to the Community Development Block Grant program, Grantee receives funds from HUD (“CDBG Funds”) to be used for the support of community development activities that meet at least one of the three national objectives of the program: (i) benefiting low and moderate income persons, (ii) preventing and eliminating slums and blight, and (iii) addressing a community development need having a particular urgency; WHEREAS, Subrecipient is a nonprofit organization dedicated to Serving the needs of the families in the Southwest Riverside County, including residents of Grantee; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, including residents of Grantee; WHEREAS, Grantee desires to assist Subrecipient with the foregoing by providing financial assistance to Subrecipient in the form of a grant of CDBG Funds in the amount not to exceed Ten Thousand Dollars and Zero Cents ($10,000.00) (“City Grant”) to be used by Subrecipient for certain expenses related to the Program, more particularly described herein as the “Eligible Project Expenses”; and WHEREAS, Grantee’s provision of the City Grant to Subrecipient pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of Grantee and the welfare of its residents, and in accordance with the purpose and provisions of the Community Development Block Grant program. NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, Grantee and Subrecipient hereby agree as follows: DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBB July19 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -2- I. SCOPE OF SERVICE A. Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2023/2024 Public Services Program (“Program”) in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. Such program will include the following activities eligible under the CDBG program: Program Delivery Activity #1: Operation School Bell which assists needy students from Low and Moderate Income (“LMI”) families in grades kindergarten through eighth (8th) grade by providing them new school clothing at the beginning of the school year (“Services”). The students are taken to a local retail store to receive school appropriate clothin g totaling $125. Services will be provided to at least eighty (80) LMI persons. General Administration Subrecipient will be responsible for the general administration of the Program activities set forth herein in a manner satisfactory to Grantee and consistent with the standards set forth in this Agreement. General administration of the Program includes the following activities: 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B. National Objectives All activities funded with CDBG Funds must meet one of the CDBG program’s national objectives: (i) benefiting low and moderate income persons, (ii) preventing and eliminating slums and blight, and (iii) addressing a community development need having a particular urgency, as defined in 24 C.F.R. § 570.208. Subrecipient certifies that the Services will meet one of the CDBG program’s national objectives by providing services that directly benefit LMI persons. Subrecipient will provide the Services to a minimum of At Least eighty (80) LMI persons. Subrecipient shall document and maintain records of the number of LMI persons served throughout the year. C. Levels of Accomplishment – Goals and Performance Measures Subrecipient agrees to provide the following levels of program services: Activity Total Units/Year Activity#1 At Least eighty (80) LMI persons DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -3- LMI person is defined as a person having an income equal or less to than 80% of the area median income, and outlined in the following table, or persons presumed to be LMI in accordance with 24 C.F. R. § 570.208(2)(a). Riverside County Area Median Income (FY 2023): $94,500 Family Members Extremely Low Income Limits (30% of Median) Very Low Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $19,600 $1,633 $32,650 $2,721 $52,200 $4,350 2 $22,400 $1,867 $37,300 $3,108 $59,650 $4,971 3 $25,200 $2,100 $41,950 $3,496 $67,100 $5,592 4 $30,000 $2,500 $46,600 $3,883 $74,550 $6,213 5 $35,140 $2,928 $50,350 $4,196 $80,550 $6,713 6 $40,280 $3,357 $54,100 $4,508 $86,500 $7,208 7 $45,420 $3,785 $57,800 $4,817 $92,450 $7,704 8 $50,560 $4,213 $61,550 $5,129 $98,450 $8,204 D. Staffing Subrecipient shall ensure adequate and appropriate staffing is allocated to performance of the Services. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Subrecipient shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance, and Workers’ Compensation Insurance, as Subrecipient is an independent contractor. E. Performance Monitoring Grantee will monitor the performance of Subrecipient against goals and performance standards stated above. Substandard performance as determined by Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within ten (10) days after being notified by Grantee of such substandard performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -4- II. TIME OF PERFORMANCE The term of this Agreement is from July 1, 2023 through June 30, 2024. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Subrecipient remains in control of CDBG Funds or other CDBG asset, including Program income. III. BUDGET Subrecipient shall apply the City Grant funds received from Grantee under this Agreement in accordance with the line item budget set forth as follows: Eligible Project Expense Amount Non-Personnel (Supplies, etc.) $10,000 Fringe $0 Office Space (Program only) $0 Utilities $0 Communications $0 Reproduction/Printing $0 Supplies and Materials $0 Mileage $0 Audit $0 Gift Cards used for food, clothes, $0 hotels, and gas _____________________________ _____________ TOTAL $10,000.00 Any indirect costs charged must be consistent with the conditions of this Agreement. In addition, Grantee may require a more detailed budget breakdown than the one contained herein, and Subrecipient shall provide such supplementary budget information in a timely fashion in the form and content prescribed by Grantee. Any amendments to the budget must be approved in writing by both Grantee and Subrecipient. IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by Grantee under this Agreement shall not exceed Ten Thousand Dollars and Zero Cents ($10,000.00). Drawdowns for the payment of Eligible Project Expenses shall be made against the line item budget specified in Section III (Budget) herein and in accordance with performance of the Services. Expenses for general administration shall also be paid against the line item budgets specified in Section III (Budget) and in accordance with performance of the Services. City Grant payments shall be made to: ASSISTANCE LEAGUE OF TEMECULA VALLEY 28720 Via Montezuma Temecula, CA 92590 DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -5- Payments may be contingent upon certification of Subrecipient’s financial management system in accordance with the standards specified in 24 C.F.R. § 84.21. V. NOTICES Subrecipient shall notify Grantee of any of the following changes:  Loss of Non-Profit Status; or  Change in leadership of Subrecipient or changes in staff administering this Agreement. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Subrecipient Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Mary Murphy, President ASSISTANCE LEAGUE OF TEMECULA VALLEY 28720 Via Montezuma Temecula, CA 92590 Phone: 951-970-6034 VI. SPECIAL CONDITIONS None VII. GENERAL CONDITIONS A. General Compliance Subrecipient shall carry out the Services and operate the Program in conformity with all applicable Federal, state, and local laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation, the CDBG Requirements (except that (1) Subrecipient does not assume the environmental responsibilities described in 24 C.F.R. § 570.604, and (2) Subrecipient does not assume the responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52) and the legal requirements set forth in Exhibit A attached to this Agreement and the statutes referenced therein, all provisions of the Municipal Code of the City of Menifee, and all federal and state fair labor standards, including the payment of prevailing wages DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -6- and compliance with the Davis-Bacon Act. “CDBG Requirements” shall collectively refer to the requirements of Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the implementing regulations set forth in 24 C.F.R. §§ 570 et seq. as amended from time to time, and the requirements set forth and referred to in Exhibit A attached to this Agreement. Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. In the case of any conflict between the CDBG Requirements and this Agreement, the CDBG Requirements shall control; it being understood, however, that in order to be in compliance with this Agreement and the CDBG Requirements, Subrecipient shall, to the extent possible, comply with the most restrictive provisions in this Agreement and the CDBG Requirements. Each and every provision required by law to be included in this Agreement shall be deemed to be included, and this Agreement shall be read and enforced as though all such provisions were included. Subrecipient acknowledges and agrees that it shall be and remain, and shall cause Subrecipient personnel to be and remain, fully knowledgeable and apprised of all local, state and federal laws, rules, and regulations in any manner affecting the performance under this Agreement, including the CDBG Requirements. Subrecipient shall indemnify, protect, defend, and hold harmless Grantee and its officials, officers, employees, and agents, with counsel reasonably acceptable to Grantee, from and against any and all loss, liability, damage, claim, cost, expense and/or “increased costs” (including reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) that results or arises in any way from any of the following: (a) the noncompliance by Subrecipient of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state or federal prevailing wages and hire apprentices); (b) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (c) failure by Subrecipient to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. The foregoing indemnity shall survive termination or expiration of this Agreement. It is agreed by the parties that Subrecipient shall bear all risks of payment or nonpayment of prevailing wages under federal law and California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. “Increased costs,” as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. B. Hold Harmless Subrecipient shall indemnify, defend, and hold harmless Grantee and its officers, officials, employees, representatives, and agents (each, an “Indemnitee”) from and against any and all liability, expense or damage of any kind or nature, and for, from and against any suits, claims or demands, including legal fees and expenses, on account of or arising out of this Agreement or otherwise in connection with the Program or Services, except to the extent of such loss as may be caused by the sole negligence or willful misconduct of an Indemnitee. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Grantee believes is covered by this indemnity, Grantee shall give Subrecipient written notice of the matter and an opportunity to defend it, at Subrecipient’s sole cost and expense, with legal counsel satisfactory to Grantee. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -7- C. Workers’ Compensation Subrecipient shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. D. Insurance & Bonding Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to the amount of the City Grant. Subrecipient shall comply with the bonding and insurance requirements of 24 C.F.R. §§ 84.31 and 84.48, Bonding and Insurance. Subrecipient will not be relieved of any liability, claims, demands, or other obligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintain insurance in sufficient amounts, durations, or types. Subrecipient shall name Grantee and its officers, officials, employees, volunteers, agents, and representatives as an additional insured under its general liability insurance and provide a copy of its insurance certificate(s) to Grantee. Failure on the part of Subrecipient to procure or maintain policies providing the required coverages, conditions, and minimum limits will constitute a material breach of this Agreement, upon which Grantee may immediately terminate this Agreement. E. Licensing Subrecipient agrees to comply with and obtain at its own expense, if necessary, all applicable Federal, state, county, or municipal standards for licensing, certifications and operation of facilities and programs, including the Program, and accreditation and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of the Services. In the event of an investigation or suspension regarding any Subrecipient license related to the Services under this Agreement, Grantee may terminate this Agreement and withhold further City Grant funds. In addition, monies already received under this Agreement may be owed back to Grantee. F. Grantee Recognition Subrecipient shall ensure recognition of the role of Grantee in providing Services through this Agreement. All activities, facilities, and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with City Grant funds under this Agreement. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -8- G. Amendments Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each party, and approved by Grantee’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release Grantee or Subrecipient from its obligations under this Agreement. Grantee may, in its discretion, amend this Agreement to conform with Federal, state, or local governmental guidelines, policies, and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of Services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination In accordance with 24 C.F.R. § 85.43, Grantee may suspend or terminate this Agreement if Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations, or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies, or directives as may become applicable at any time; 2. Failure, for any reason, of Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of City Grant funds provided under this Agreement; or 4. Submission by Subrecipient to Grantee reports that are incorrect or incomplete in any material respect. In accordance with 24 C.F.R. § 85.44, this Agreement may also be terminated for convenience by either Grantee or Subrecipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, Grantee determines that the remaining portion of the City Grant funds will not accomplish the purpose for which the grant was made, Grantee may terminate this Agreement in its entirety. VIII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards Subrecipient agrees to comply with 24 C.F.R. §§ 84.21 – 84.28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -9- 2. Cost Principles Subrecipient shall administer its program in conformance with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. [Note: For the above sections, if Subrecipient is a governmental or quasi-governmental agency, the applicable section of 24 C.F.R. Part 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,” and OMB Circular A-87 would apply.] B. Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 C.F.R. § 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 C.F.R. § 570.502, and 24 C.F.R. §§ 84.21 – 84.28; and g. Other records necessary to document compliance with Subpart K of 24 C.F.R. Part 570. 2. Retention Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Agreement for a period of five (5) years. The retention period begins on the date of the submission of Grantee’s annual performance and evaluation report to HUD in which the Services under this Agreement are reported on for the final time. Notwithstanding the above, if there is any litigation, claim, audit, negotiation, or other action that DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -10- involves any of the records cited and that has started before the expiration of the five-year retention period, then such records must be retained until completion of the litigation, claim, audit, negotiation, or other action and the resolution of all issues, or until the expiration of the five -year period, whichever occurs later. 3. Client Data Subrecipient shall 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 made available to Grantee monitors or their designees for review upon request. 4. Disclosure Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of Grantee’s or Subrecipient’s responsibilities with respect to the Services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian of person receiving service. 5. Close-outs Subrecipient’s obligation to Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Grantee), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG Funds, including program income. Subrecipient will have thirty (30) days after the end of the period defined in Section II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 6. Audits & Inspections Subrecipient records with respect to any matters covered by this Agreement shall be made available to Grantee, HUD, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Subrecipient within thirty (30) days after receipt by Subrecipient of the audit report. Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding by Grantee of future payments of the City Grant. Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -11- and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. C. Reporting and Payment Procedures 1. Program Income Subrecipient shall report quarterly all program income (as defined at 24 C.F.R. § 570.500(a)) generated by activities carried out with CDBG Funds made available under this Agreement. The use of program income by Subrecipient shall comply with the requirements set forth at 24 C.F.R. § 570.504. By way of further limitations, Subrecipient may use such program income during the term of this Agreement and shall reduce requests for additional City Grant funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to Grantee at the end of the term of this Agreement. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to Grantee. 2. Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient’s share of administrative costs and shall submit such plan to Grantee for approval, in a form specified by Grantee. 3. Payment Procedures Grantee shall reimburse Subrecipient only for actual incurred costs upon presentation of properly executed reimbursement forms as provided and approved by Grantee. Only those Eligible Project Expenses directly related to this Agreement shall be reimbursed. The amount of each request must be limited to the amount needed for payment of Eligible Project Expenses. In the event that Grantee or HUD determines that any CDBG Funds were expended by Subrecipient for unauthorized or ineligible purposes or the expenditures constitute disallowed costs in any other way, Grantee or HUD may order repayment of the same. Subrecipient shall remit the disallowed amount to Grantee within thirty (30) days of written notice of the disallowance. a. Subrecipient agrees that funds determined by Grantee to be surplus upon completion of this Agreement will be subject to cancellation by Grantee. b. Subrecipient agrees that upon expiration of this Agreement, Subrecipient shall transfer to Grantee any CDBG Funds on hand at the time of the expiration and any accounts receivable attributable to the use of CDBG Funds. c. Grantee shall be relieved of any obligation for payments if funds allocated to Grantee cease to be available for any cause other than misfeasance of Grantee itself. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -12- d. Grantee reserves the right to withhold payments pending timely delivery of program reports or documents as may be required under this Agreement. Payments by Grantee will be provided through a reimbursement/invoicing method only, with payment issued by Grantee after actual costs have been incurred and paid by Subrecipient. All costs shall be supported by properly executed payrolls, time records, invoices, vouchers, or other official documentation, as evidence of the nature and propriety of the charges. All accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible, and upon reasonable notice, Grantee and HUD shall have the right to audit the records of Subrecipient as they relate to this Agreement and the activities and services described herein. Payment reimbursement requests shall be submitted by Subrecipient at a minimum on a quarterly basis. Failure to submit reimbursement requests in a timely manner may lead to reallocation of City Grant funds. Subrecipient shall also: a. Maintain an effective system of internal fiscal control and accountability for all CDBG Funds and property acquired or improved with CDBG Funds, and make sure the same are used solely for the Services. b. Keep a continuing record of all disbursements by date, check number, amount, vendor, description of items purchased, and line item from which the money was expended, as reflected in Subrecipient’s accounting records. c. Maintain payroll, financial, and expense reimbursement records for a period of five (5) years after receipt of final payment under this Agreement. d. Permit inspection and audit of its records with respect to all matters authorized by this Agreement by representatives of Grantee or HUD at any time during normal business hours and as often as necessary. e. Inform Grantee concerning any City Grant funds allocated to Subrecipient, that Subrecipient anticipates will not be expended during the term of this Agreement, and permit the reassignment of the same by Grantee to other subrecipients. f. Repay Grantee any funds in its possession at the time of the termination or expiration of this Agreement that may be due to Grantee or HUD. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -13- g. Maintain complete records concerning the receipt and use of all program income. Program income shall be reported on a monthly basis on forms provided by Grantee. 4. Progress Reports Subrecipient shall submit regular progress reports to Grantee in the form, content, and frequency as required by Grantee. Progress reports must be submitted at a minimum on quarterly basis. Reporting periods are defined in the following table: Quarter Reporting Period Due Date 1 July-September October 20 2 October-December January 20 3 January-March April 20 4 March-June July 20 Along with the quarterly progress reports, Subrecipient shall provide Grantee with twenty- five percent (25%) sampling of self-certification forms and ten percent (10%) sampling of income verification for clients served that quarter. Subrecipient shall be responsible for retaining one hundred percent (100%) certification and/or income certification forms for a minimum of five (5) years along with other Program records. Additionally, an annual comprehensive report including inventory of all Services provided or performed with CDBG Funds, and financial report shall be submitted at the end of the program year. The annual report shall be submitted no later than August 1st. D. Procurement 1. Compliance Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All Program assets (including, unexpended program income, property, and equipment) shall revert to Grantee upon termination or expiration of this Agreement. 2. OMB Standards Unless specified otherwise within this Agreement, Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 C.F.R. §§ 84.40 – 84.48. 3. Travel Subrecipient shall obtain written approval from Grantee for any travel outside the metropolitan area with City Grant funds provided under this Agreement. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -14- E. Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 C.F.R. Part 84 and 24 C.F.R. §§ 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. Subrecipient shall transfer to Grantee any CDBG Funds on hand and any accounts receivable attributable to the use of CDBG Funds under this Agreement at the time of expiration, cancellation, or termination. 2. In all cases in which equipment acquired, in whole or in part, with CDBG Funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by Subrecipient for Services under this Agreement shall be (a) transferred to Grantee for the CDBG program or (b) retained after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG Funds used to acquire the equipment. F. DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. IX. REPRESENTATIONS AND WARRANTIES OF SUBRECIPIENT Subrecipient makes the following representations and warranties as of the date of this Agreement and agrees that such representations and warranties shall survive and continue thereafter: A. Authorization and Validation The execution, delivery and performance by Subrecipient of this Agreement (i) are within the powers of Subrecipient and upon its execution will constitute a legal, valid and binding obligation of Subrecipient enforceable in accordance with its terms, and (ii) will not violate any provisions of law, any order of any court or other agency of government, or any indenture, agreement or any other instrument to which Subrecipient is a party or by which Subrecipient , or any of its property, is bound, or be in conflict with, result in any breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets, except as contemplated by the provisions of this Agreement. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -15- B. Correct Information All reports, papers, data and information given to Grantee with respect to Subrecipient and this Agreement, including the Program are accurate and correct in all material respects and complete insofar as completeness may be necessary to give Grantee a true and accurate knowledge of the subject matters thereof, and there has been no change in such information. C. Defaults Subrecipient is not a party to any agreement or instrument that will interfere with its performance under this Agreement, and is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party. D. Pending Litigation There is not now pending or threatened against or affecting Subrecipient any claim, investigation, action, suit or proceeding at law, or in equity, or before any court or administrati ve agency which, if adversely determined, would impair or affect Subrecipient’s ability to perform the Services. E. Compliance Subrecipient has examined and is familiar with all conditions, restrictions, reservations, and ordinances affecting the performance of the Services. The Services will in all material respects conform to and comply with all of the requirements of said conditions, restrictions, reservations, and ordinances and performance of the Services shall conform in all respects with applicable ordinances and statutes, and shall be in accordance with all requirements of the regulatory authorities having jurisdiction thereof. X. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XI. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XII. WAIVER Grantee’s failure to act with respect to a breach by Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -16- XIII. NONLIABILITY OF OFFICIALS AND EMPLOYEES No member, official, employee, or contractor of Grantee shall be personally liable to Subrecipient in the event of any default or breach by Grantee or for any amount which may become due to Subrecipient or on any obligations under this Agreement. No member, official, employee, or contractor of Subrecipient shall be personally liable to Grantee in the event of any default or breach by Subrecipient or for any amount which may become due to Grantee or on any obligations under this Agreement. XIV. APPLICABLE LAW; VENUE The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. All legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California, or in any other appropriate court in that County. XV. EXECUTION IN COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. XVI. NO CONFLICT OF INTEREST For the term of this Agreement, no member, officer, or employee of Grantee, during the term of his or her service with Grantee, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. In addition, Subrecipient agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with Grantee’s Filing Officer if such filing is required under state law in connection with the performance of the Services. XVII. THIRD PARTY BENEFICIARIES With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. XVIII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between Grantee and Subrecipient for the use of funds received under this Agreement and it supersedes all prior o r contemporaneous communications and proposals, whether electronic, oral, or written between Grantee and Subrecipient with respect to this Agreement. [Signatures on following page] DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Grantee] [Subrecipient] By: Armando G. Villa, City Manager By: Mary Murphy, President Date: Date: By: Diana Elizondo, Secretary Attest: Stephanie Roseen, Acting City Clerk Date:________________________________ Countersigned: Margarita Cornejo, Acting CFO APPROVED AS TO FORM: Jeffrey Melching, City Attorney DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934B 7/10/2023 7/10/2023 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBB 7/11/2023 7/18/2023 7/19/2023 7/19/2023 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 1 of 13 EXHIBIT A SUMMARY OF LEGAL REQUIREMENTS In addition to the requirements set forth in other provisions of the Agreement, Subrecipient shall comply, and shall cause all Subrecipient’s personnel to comply, with the following regulations and requirements insofar as they are applicable to the performance of the Agreement.1 1. Equal Opportunity and Nondiscrimination. a. Title VI of the Civil Rights Act of 1964, as amended, including Public Law 88-352 implemented in 24 C.F.R. Part 1. This law provides in part that no person shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. In regard to the sale or lease of property, Subrecipient shall cause or require a covenant running with the land to be inserted in the deed and leases prohibiting discrimination under this Title, and providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Subrecipient shall enforce such covenant and shall not itself so discriminate. b. Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended, including Public Law 90-234. The Fair Housing Act provides in part that there shall be no discrimination in housing practices on the basis of race, color, religion, sex, and national origin. The Fair Housing Act was amended in 1988 to provide protections from discrimination in any aspect of the sale or rental of housing for families with children and persons with disabilities. The Fair Housing Act also establishes requirements for the design and construction of new rental or for-sale multi-family housing to ensure a minimum level of accessibility for persons with disabilities. c. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq., 42 U.S.C. 6101 et. seq., and 29 U.S.C. 794. This law provides in part that no person on the grounds of race, color, national origin, sex, or religion shall be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with funds under this Title. d. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq. This law provides in part that any grant under Section 106 shall be made only if the grantee certifies to the satisfaction of the Secretary of HUD that the grantee will, among other things, affirmatively further fair housing. 1 This exhibit is a list and summary of some of the applicable legal requirements and is not a complete list of all Subrecipient requirements. The description set forth next to a statute or regulation is a summary of certain provisions in the statute or regulation and is in no way intended to be a complete description or summary of the statute or regulation. In the event of any conflict between this summary and the requirements imposed by applicable laws, regulations, and requirements, the applicable laws, regulations, and requirements shall apply. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 2 of 13 e. Executive Order 11246, as amended. This order includes a requirement that grantees and subrecipients and their contractors and subcontractors not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. f. Executive Order 11063, as amended, including 24 C.F.R. Part 107. This order and its implementing regulations include requirements that all actions necessary be taken to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental, or other disposition of property assisted with Federal loans, advances, grants, or contributions. g. Section 504 of the Rehabilitation Act of 1973, as amended. This Act specifies in part that no otherwise qualified individual shall solely by reason of his or her disability or handicap be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance. Subrecipient must ensure that its programs are accessible to and usable by persons with disabilities. h. The Americans with Disabilities Act (ADA) of 1990, as amended. This Act prohibits discrimination on the basis of disability in employment by state and local governments and in places of public accommodation and commercial facilities. The ADA also requires that facilities that are newly constructed or altered, by, on behalf of, or for use of a public entity, be designed and constructed in a manner that makes the facility readily accessible to and usable by persons with disabilities. The Act defines the range of conditions that qualify as disabilities and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. i. The Age Discrimination Act of 1975, as amended. This law provides in part that no person shall be excluded from participation in, be denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving federal assistance. j. EEO/AA Statement. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. k. Minority/Women Business Enterprise. Subrecipient will use its best efforts to afford small businesses and minority and women-owned business enterprises the maximum practicable opportunity to participate in the performance of the Agreement. As used in the Agreement, the term “small business” means a business that meets the criteria set forth in Section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women- owned business enterprise” means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 3 of 13 2. Environmental. a. Air and Water. Subrecipient shall comply with the following regulations insofar as they apply to the performance of the Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; and the U.S. Environmental Protection regulations pursuant to 40 C.F.R. Part 50, as amended. b. Flood Disaster Protection Act of 1973. Subrecipient shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained. c. Lead-Based Paint. Subrecipient shall comply with the Lead-Based Paint Regulations referenced in 24 C.F.R. § 570.608, including 24 C.F.R. Part 35, et. al. d. Historic Preservation. Subrecipient shall comply with the historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 C.F.R. Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties and related laws and Executive Orders, insofar as they apply to the performance of the Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a federal, state, or local historic property list. e. Limitation on Activities Pending Clearance. In accordance with 24 C.F.R. § 58.22 entitled “Limitations on activities pending clearance, “neither a recipient nor any participant in the development process, including public or private nonprofit or for-profit entities, or any of their contractors, may commit HUD assistance under a program listed in 24 C.F.R. § 58.1(b) on an activity or project until HUD or the state has approved the recipient’s Request for Release of Funds (RROF) and the related certifications have been approved. Neither a recipient nor any participant in the development process may commit non-HUD funds or undertake an activity or project that would have an adverse environmental impact or limit the choice of reasonable alternatives. Upon completion of environmental review or receipt of environmental clearance, Grantee shall notify Subrecipient. HUD funds shall not be utilized before this requirement is satisfied. The environmental review or violation of the provisions may result in approval, modification of cancellation of the City Grant. If a project or activity is exempt under 24 C.F.R. § 58.34, or is categorically excluded (except in extraordinary circumstances) under 24 C.F.R. § 58.35(b), no RROF is required and the recipient may undertake the activity immediately after the Grantee has documented its determination that each activity or project is exempt and meets the conditions specified for such exemption under this section by issuin g a Notice to Proceed. 3. Uniform Administrative Requirements. The uniform administrative requirements described in 24 C.F.R. § 570.502. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 4 of 13 4. Other Program Requirements. Subrecipient shall carry out each activity under the Agreement in accordance with all applicable federal laws and regulations described in Subpart K of 24 C.F.R. § 570 except for Grantee’s environmental responsibilities under 24 C.F.R. § 570.604 and Grantee’s responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 5. Reversion of Assets. Upon the expiration of the Funding Period or sooner termination of the Agreement, Subrecipient shall transfer to Grantee (a) any and all CDBG Funds, (b) any accounts receivable attributable to the use of CDBG Funds. In all cases in which equipment acquired, in whole or in part, with funds under the Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under the Agreement were used to acquire the equipment). Equipment not needed by Subrecipient for activities under the Agreement shall at the election of Grantee either be (a) transferred to Grantee for the CDBG program, or (b) retained by Subrecipient after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment. 6. Relocation. Grantee shall not be responsible for relocating any occupants from any property. If required, Subrecipient shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations, including the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601 et seq., as amended, and implementing regulations, and HUD Handbook 1378. Subrecipient shall indemnify, defend, and hold Grantee harmless from and against any claims, liabilities, damages, or losses made against it by tenants or occupants of any property, including without limitation claims for relocation assistance, inverse condemnation, and claims otherwise arising from any act or omission of Subrecipient pursuant to the provision of relocation assistance. 7. Allowable Costs and Audits. Subrecipient shall comply with and administer the Program in accordance with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 8. Records and Reports. Subrecipient shall provide to Grantee and shall cause each of its contractors, subcontractors, and subrecipients to provide to Grantee all records and reports relating to the Program that may be reasonably requested by Grantee in order to enable it to perform its record keeping and reporting obligations pursuant to the CDBG Requirements, including but not limited to those described in the Agreement and 24 C.F.R. § 570.506. 9. Religious Organizations. If Subrecipient is a religious organization as defined by the CDBG Requirements, Subrecipient shall comply with all conditions prescribed by HUD for the use of CDBG Funds by religious organizations, including the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. § 570.200(j). DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 5 of 13 10. Conflict of Interest. Subrecipient will comply with 24 C.F.R. §§ 84.42, 85.36 and 570.611 regarding the avoidance of conflict of interest, which provisions include (but are not limited to) the following: i. Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. ii. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. iii. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 11. Political Activity (24 C.F.R. § 570.207(a)(3)). Subrecipient is prohibited from using CDBG Funds to finance the use of facilities or equipment for political purposes or to engage in other partisan political activities, such as sponsoring candidate forums, distributing brochures, voter transportation, or voter registration. 12. Anti-Lobbying Certification. By its execution of the Agreement, Subrecipient hereby certifies that: i. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. iii. It will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 6 of 13 under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. At the request of Grantee, Subrecipient shall execute a separate document that contains the certifications set forth above. 13. Drug-Free Workplace Requirements. Subrecipient shall comply with and be subject to the requirements of the federal drug-free workplace requirements, which include the following actions be taken: i. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee’s workplace and specifying the actions that will be taken against employees for violation of such prohibition. ii. Establishing an ongoing drug-free awareness program to inform employees about: (a) the dangers of drug abuse in the work place; (b) the grantee’s policy of maintaining a drug-free workplace; (c) any available drug counseling, rehabilitation, and employee assistance programs; and (d) the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. iii. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (i). iv. Notifying the employee in the statement required by paragraph (i) that, as a condition of employment under the grant, the employee will: (a) abide by the terms of the statement; and (b) notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction. v. Notifying the agency in writing, within ten (10) calendar days after receiving notice under sub-paragraph (iv)(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant. vi. Taking one of the following actions, within thirty (30) calendar days of receiving notice under subparagraph (iv)(b), with respect to any employee who is so convicted: (a) taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (b) requiring such employee to participate satisfactorily in a drug abuse DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 7 of 13 assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency. vii. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (i), (ii), (iii), (iv), (v), and (vi). 14. Procurement. Subrecipient will comply with the procurement standards under 24 C.F.R. § 85.36 for governmental subrecipients and 24 C.F.R. §§ 84.40-84.48 for subrecipients that are non-profit organizations. Subrecipient shall comply with all existing and future Grantee policies concerning the purchase of equipment. 15. Labor Provisions. a. Section 3 of the Housing and Community Development Act of 1968. Subrecipient shall comply with and cause its contractors and subcontractors to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u), the HUD regulations issued pursuant thereto at 24 C.F.R. Part 135, and any applicable rules and orders of HUD issued thereunder. The Section 3 clause, set forth in 24 C.F.R § 135.38 provides: i. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 1701u (“Section 3”). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. ii. The parties to this contract agree to comply with HUD’s regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. iii. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding if any, a notice advising the labor organization or workers’ representative of the contractor’s commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. iv. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 8 of 13 notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. v. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor’s obligations under 24 C.F.R. Part 135. vi. Noncompliance with HUD’s regulations in 24 C.F.R Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. Subrecipient shall abide by the Section 3 clause set forth above and will also cause this Section 3 clause to be inserted in all contracts relating to the Program. b. Labor Standards. Subrecipient shall comply with the provisions of 24 C.F.R. § 570.603 and related requirements. Subrecipient shall include in all applicable construction contracts the provisions of federal law imposing labor standards on federally assisted contracts. Subrecipient shall comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended (40 U.S.C. 3141 through 3148), the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq. and implementing regulations), the Copeland Anti-Kick Back Act (40 U.S.C. 276c and 18 U.S.C. 874 et seq.), the implementing regulations of the U.S. Department of Labor including 29 C.F.R. Parts 1, 3, 5, 6 and 7, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of the Agreement. Subrecipient shall maintain documentation that demonstrates compliance with these provisions and such documentation shall be made available to Grantee and HUD for review upon request. Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. c. HUD Form 4010. Subrecipient shall comply and cause Subrecipient Personnel to comply with the provisions of HUD Form 4010 attached hereto. HUD Form 4010 must be included in the bid packet and construction contract and subcontracts for the Program. DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 2 of 3 City of Menifee Finance Department Federal Award Identification Notice i. Subrecipient Name: ASSISTANCE LEAGUE OF TEMECULA VALLEY ii. Subrecipient’s Unique Entity Identifier (DUNS): 868952920 iii. Federal Award Identification Number (FAIN): B-23-MC-06-0604 iv. Federal Award Date: July 1, 2023 v. Subaward Period of Performance: July 1, 2023 through June 30, 2024 vi. Amount of Federal Funds ($) Obligated by this action by the pass through entity to the to the subrecipient: $10,000.00 vii. Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $10,000.00 viii. Total Amount of Federal Award committed to the subrecipient by the pass through entity: $10,000.00 ix. Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14- 218) City of Menifee CDBG Public Services. Specifically this program/project will entail the: Operation School Bell which assists needy students from Low and Moderate Income (“LMI”) families in grades kindergarten through eighth (8th) grade by providing them new school clothing at the beginning of the school year (“Services”). The students are taken to a local retail store to receive school appropriate clothing totaling $125. Services will be provided to at least eighty (80) LMI persons. x. Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) Pass through Entity: City of Menifee, CA DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 3 of 3 Awarding Official: Armando Villa, City Manager Phone: (951) 672-6777 xi. CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii. Identification of whether the award is R&D: No xiii. Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 7A20E791-EA17-411D-B2DB-DC9C687A934BDocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/1/2023 License # 0757776 01184 Assistance League of Temecula Valley 28720 Via Montezuma Temecula, CA 92590 A 1,000,000 X 18787 6/1/2023 6/1/2024 500,000 20,000 1,000,000 3,000,000 3,000,000 Liquor Liabilt 1,000,000 1,000,000A 18787 6/1/2023 6/1/2024 City of Menifee the Successor, their officers, officials, employees, and volunteers are included as Additional Insured in regards to General Liability per written contract. Primary and Non-Contributory applies. Attached endorsements CG 2037 12 19, CG 2010 12 19 & NIAC E61 02 19 City of Menifee 29844 Haun Road Sun City, CA 92586 ASSILEA-22 SRECEK HUB International Insurance Services Inc.548 W Cromwell Avenue Suite 101Fresno, CA 93711 Shelly Recek shelly.recek@hubinternational.com Nonprofits' Insurance Alliance of California, Inc X X X X X DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS CG 20 37 12 19 POLICY NUMBER: 18787 Named Insured: Assistance League of Temecula Valley Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. All insured premises and operations. Location And Description Of Completed Operations Name Of Additional Insured Person(s) Or Organization(s) SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and A. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 of 1CG 20 37 12 19 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION CG 20 10 12 19 POLICY NUMBER 18787 Named Insured: Assistance League of Temecula Valley Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. All insured premises and operations. Location(s) Of Covered Operations Name Of Additional Insured Person(s) Or Organization(s) SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and A. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. © Insurance Services Office, Inc., 2012 Page 1 of 2CG 20 10 12 19 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA POLICY NUMBER: 18787 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: A. C.With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: Section II – WHO IS AN INSURED is amended to include: 4.Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by: a.Your negligent acts or omissions; or b.The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III – LIMITS OF INSURANCE is amended to include: 8.The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or Page 1 of 2NIAC-E61 02 19 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA POLICY NUMBER: 18787 Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for "your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE. (e) (1)When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)’ rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)’ own insurance. Page 2 of 2NIAC-E61 02 19 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA ASSISTANCE LEAGUE OF TEMECULA VALLEY Unique Entity ID TA6GNHPQNNU6 CAGE / NCAGE 80QS2 Purpose of Registration Federal Assistance Awards Only Registration Status Active Registration Expiration Date May 21, 2024 Physical Address 28720 Via Montezuma Temecula, California 92590-2510 United States Mailing Address 28720 Via Montezuma Temecula, California 92590-2510 United States Business Information Doing Business as (blank) Division Name (blank) Division Number (blank) Congressional District California 48 State / Country of Incorporation California / United States URL https://www.assistanceleague.org/temecula- valley/ Registration Dates Activation Date May 24, 2023 Submission Date May 22, 2023 Initial Registration Date Dec 4, 2017 Entity Dates Entity Start Date Jun 15, 1989 Fiscal Year End Close Date May 31 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM.gov) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2. C.F.R. 200 Appendix XII. Their responses are displayed in the responsibility/qualification section of SAM.gov. Maintaining an active registration in SAM.gov demonstrates the registrant responded to the proceedings questions. Exclusion Summary Active Exclusions Records? No SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Last updated by Toccara Renewal Specialist on May 22, 2023 at 08:47 AM ASSISTANCE LEAGUE OF TEMECULA VALLEY Jun 29, 2023 04:29:16 PM GMT https://sam.gov/entity/TA6GNHPQNNU6/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Socio-Economic Types Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Financial Information Accepts Credit Card Payments No Debt Subject To Offset No EFT Indicator 0000 CAGE Code 80QS2 Points of Contact Electronic Business Michelle Stiles, Vice President Finance 28720 Via Montezuma Temecula, California 92590 United States Marilyn Rule, Treasurer 28720 Via Montezuma Temecula, California 92590 United States Government Business Michelle Stiles, Vice President Finance 28720 Via Montezuma Temecula, California 92590 United States Past Performance Marilyn Rule 28720 Via Montezuma Temecula, California 92590 United States Marilyn Rule, Treasurer 28720 Via Montezuma Temecula, California 92590 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry. Last updated by Toccara Renewal Specialist on May 22, 2023 at 08:47 AM ASSISTANCE LEAGUE OF TEMECULA VALLEY Jun 29, 2023 04:29:16 PM GMT https://sam.gov/entity/TA6GNHPQNNU6/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND MENIFEE MUSTANGS TRACK AND FIELD CLUB FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered into as of this day of by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and MENIFEE MUSTANGS TRACK AND FIELD CLUB, a California nonprofit corporation (“Subrecipient”). R E C I T A L S WHEREAS, Grantee participates in the Community Development Block Grant program administered by the United States Department of Housing and Urban Development (“HUD”) under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the regulations promulgated thereunder (24 C.F.R. §§ 570 et seq.). Pursuant to the Community Development Block Grant program, Grantee receives funds from HUD (“CDBG Funds”) to be used for the support of community development activities that meet at least one of the three national objectives of the program: (i) benefiting low and moderate income persons, (ii) preventing and eliminating slums and blight, and (iii) addressing a community development need having a particular urgency; WHEREAS, Subrecipient is a nonprofit organization dedicated to providing a safe competitive space where youth can overcome trauma and dovelop a strong mind, strong body, and strong future so they can achieve their higher potential for the people of Menifee Valley and surrounding areas; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, including residents of Grantee; WHEREAS, Grantee desires to assist Subrecipient with the foregoing by providing financial assistance to Subrecipient in the form of a grant of CDBG Funds in the amount not to exceed Ten Thousand Dollars and Zero Cents ($10,000.00) (“City Grant”) to be used by Subrecipient for certain expenses related to the Program, more particularly described herein as the “Eligible Project Expenses”; and WHEREAS, Grantee’s provision of the City Grant to Subrecipient pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of Grantee and the welfare of its residents, and in accordance with the purpose and provisions of the Community Development Block Grant program. NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, Grantee and Subrecipient hereby agree as follows: DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBB July19 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -2- I. SCOPE OF SERVICE A. Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2023/2024 Public Services Program (“Program”) in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. Such program will include the following activities eligible under the CDBG program: Program Delivery Activity #1: The Menifee Mustangs Track and Field Club (MMTFC) provides youth ages 5-17 years of age with positive outlays and community through the sport of track and field. The organization is seeking grant funding to provide track and field scholarships to at least fifteen (15) low-to-moderate ("LMI") income families within the City of Menifee. General Administration Subrecipient will be responsible for the general administration of the Program activities set forth herein in a manner satisfactory to Grantee and consistent with the standards set forth in this Agreement. General administration of the Program includes the following activities: 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B. National Objectives All activities funded with CDBG Funds must meet one of the CDBG program’s national objectives: (i) benefiting low and moderate income persons, (ii) preventing and eliminating slums and blight, and (iii) addressing a community development need having a particular urgency, as defined in 24 C.F.R. § 570.208. Subrecipient certifies that the Services will meet one of the CDBG program’s national objectives by providing services that directly benefit LMI persons. Subrecipient will provide the Services to a minimum of At least fifteen (15) LMI persons. Subrecipient shall document and maintain records of the number of LMI persons served throughout the year. C. Levels of Accomplishment – Goals and Performance Measures Subrecipient agrees to provide the following levels of program services: Activity Total Units/Year Activity#1 At least fifteen (15) LMI persons LMI person is defined as a person having an income equal or less to than 80% of the area median income, and outlined in the following table, or persons presumed to be LMI in accordance with 24 C.F. R. § 570.208(2)(a). DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -3- Riverside County Area Median Income (FY 2023): $94,500 Family Members Extremely Low Income Limits (30% of Median) Very Low Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $19,600 $1,633 $32,650 $2,721 $52,200 $4,350 2 $22,400 $1,867 $37,300 $3,108 $59,650 $4,971 3 $25,200 $2,100 $41,950 $3,496 $67,100 $5,592 4 $30,000 $2,500 $46,600 $3,883 $74,550 $6,213 5 $35,140 $2,928 $50,350 $4,196 $80,550 $6,713 6 $40,280 $3,357 $54,100 $4,508 $86,500 $7,208 7 $45,420 $3,785 $57,800 $4,817 $92,450 $7,704 8 $50,560 $4,213 $61,550 $5,129 $98,450 $8,204 D. Staffing Subrecipient shall ensure adequate and appropriate staffing is allocated to performance of the Services. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Subrecipient shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance, and Workers’ Compensation Insurance, as Subrecipient is an independent contractor. E. Performance Monitoring Grantee will monitor the performance of Subrecipient against goals and performance standards stated above. Substandard performance as determined by Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within ten (10) days after being notified by Grantee of such substandard performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. II. TIME OF PERFORMANCE The term of this Agreement is from July 1, 2023 through June 30, 2024. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Subrecipient remains in control of CDBG Funds or other CDBG asset, including Program income. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -4- III. BUDGET Subrecipient shall apply the City Grant funds received from Grantee under this Agreement in accordance with the line item budget set forth as follows: Eligible Project Expense Amount Salaries $0 Fringe $0 Office Space (Program only) $0 Utilities $0 Communications $0 Reproduction/Printing $0 Supplies and Materials $0 Mileage $0 Audit $0 Gift Cards used for food, clothes, $0 Scholarships $10,000 _____________________________ _____________ TOTAL $10,000.00 Any indirect costs charged must be consistent with the conditions of this Agreement. In addition, Grantee may require a more detailed budget breakdown than the one contained herein, and Subrecipient shall provide such supplementary budget information in a timely fashion in the form and content prescribed by Grantee. Any amendments to the budget must be approved in writing by both Grantee and Subrecipient. IV. PAYMENT It is expressly agreed and understood that the total amount to be paid by Grantee under this Agreement shall not exceed Ten Thousand Dollars and Zero Cents ($10,000.00). Drawdowns for the payment of Eligible Project Expenses shall be made against the line item budget specified in Section III (Budget) herein and in accordance with performance of the Services. Expenses for general administration shall also be paid against the line item budgets specified in Section III (Budget) and in accordance with performance of the Services. City Grant payments shall be made to: MENIFEE MUSTANGS TRACK AND FIELD CLUB 29457 Biloxy Drive, Menifee, CA 92585 Payments may be contingent upon certification of Subrecipient’s financial management system in accordance with the standards specified in 24 C.F.R. § 84.21. V. NOTICES Subrecipient shall notify Grantee of any of the following changes:  Loss of Non-Profit Status; or DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -5-  Change in leadership of Subrecipient or changes in staff administering this Agreement. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Subrecipient Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Tierra Bowen, Executive Director MENIFEE MUSTANGS TRACK AND FIELD CLUB 29457 Biloxy Drive, Menifee, CA 92585 Phone: 951-285-5293 VI. SPECIAL CONDITIONS None VII. GENERAL CONDITIONS A. General Compliance Subrecipient shall carry out the Services and operate the Program in conformity with all applicable Federal, state, and local laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation, the CDBG Requirements (except that (1) Subrecipient does not assume the environmental responsibilities described in 24 C.F.R. § 570.604, and (2) Subrecipient does not assume the responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52) and the legal requirements set forth in Exhibit A attached to this Agreement and the statutes referenced therein, all provisions of the Municipal Code of the City of Menifee, and all federal and state fair labor standards, including the payment of prevailing wages and compliance with the Davis-Bacon Act. “CDBG Requirements” shall collectively refer to the requirements of Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the implementing regulations set forth in 24 C.F.R. §§ 570 et seq. as amended from time to time, and the requirements set forth and referred to in Exhibit A attached to this Agreement. Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. In the case of any conflict between the CDBG Requirements and this Agreement, the CDBG Requirements shall control; it being understood, however, that in order to be in compliance with this Agreement and DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -6- the CDBG Requirements, Subrecipient shall, to the extent possible, comply with the most restrictive provisions in this Agreement and the CDBG Requirements. Each and every provision required by law to be included in this Agreement shall be deemed to be included, and this Agreement shall be read and enforced as though all such provisions were included. Subrecipient acknowledges and agrees that it shall be and remain, and shall cause Subrecipient personnel to be and remain, fully knowledgeable and apprised of all local, state and federal laws, rules, and regulations in any manner affecting the performance under this Agreement, including the CDBG Requirements. Subrecipient shall indemnify, protect, defend, and hold harmless Grantee and its officials, officers, employees, and agents, with counsel reasonably acceptable to Grantee, from and against any and all loss, liability, damage, claim, cost, expense and/or “increased costs” (including reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) that results or arises in any way from any of the following: (a) the noncompliance by Subrecipient of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state or federal prevailing wages and hire apprentices); (b) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (c) failure by Subrecipient to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. The foregoing indemnity shall survive termination or expiration of this Agreement. It is agreed by the parties that Subrecipient shall bear all risks of payment or nonpayment of prevailing wages under federal law and California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. “Increased costs,” as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. B. Hold Harmless Subrecipient shall indemnify, defend, and hold harmless Grantee and its officers, officials, employees, representatives, and agents (each, an “Indemnitee”) from and against any and all liability, expense or damage of any kind or nature, and for, from and against any suits, claims or demands, including legal fees and expenses, on account of or arising out of this Agreement or otherwise in connection with the Program or Services, except to the extent of such loss as may be caused by the sole negligence or willful misconduct of an Indemnitee. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Grantee believes is covered by this indemnity, Grantee shall give Subrecipient written notice of the matter and an opportunity to defend it, at Subrecipient’s sole cost and expense, with legal counsel satisfactory to Grantee. C. Workers’ Compensation Subrecipient shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. D. Insurance & Bonding Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to the amount of the City Grant. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -7- Subrecipient shall comply with the bonding and insurance requirements of 24 C.F.R. §§ 84.31 and 84.48, Bonding and Insurance. Subrecipient will not be relieved of any liability, claims, demands, or other obligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintain insurance in sufficient amounts, durations, or types. Subrecipient shall name Grantee and its officers, officials, employees, volunteers, agents, and representatives as an additional insured under its general liability insurance and provide a copy of its insurance certificate(s) to Grantee. Failure on the part of Subrecipient to procure or maintain policies providing the required coverages, conditions, and minimum limits will constitute a material breach of this Agreement, upon which Grantee may immediately terminate this Agreement. E. Licensing Subrecipient agrees to comply with and obtain at its own expense, if necessary, all applicable Federal, state, county, or municipal standards for licensing, certifications and operation of facilities and programs, including the Program, and accreditation and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of the Services. In the event of an investigation or suspension regarding any Subrecipient license related to the Services under this Agreement, Grantee may terminate this Agreement and withhold further City Grant funds. In addition, monies already received under this Agreement may be owed back to Grantee. F. Grantee Recognition Subrecipient shall ensure recognition of the role of Grantee in providing Services through this Agreement. All activities, facilities, and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with City Grant funds under this Agreement. G. Amendments Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each party, and approved by Grantee’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release Grantee or Subrecipient from its obligations under this Agreement. Grantee may, in its discretion, amend this Agreement to conform with Federal, state, or local governmental guidelines, policies, and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of Services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -8- H. Suspension or Termination In accordance with 24 C.F.R. § 85.43, Grantee may suspend or terminate this Agreement if Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations, or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies, or directives as may become applicable at any time; 2. Failure, for any reason, of Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of City Grant funds provided under this Agreement; or 4. Submission by Subrecipient to Grantee reports that are incorrect or incomplete in any material respect. In accordance with 24 C.F.R. § 85.44, this Agreement may also be terminated for convenience by either Grantee or Subrecipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, Grantee determines that the remaining portion of the City Grant funds will not accomplish the purpose for which the grant was made, Grantee may terminate this Agreement in its entirety. VIII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards Subrecipient agrees to comply with 24 C.F.R. §§ 84.21 – 84.28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles Subrecipient shall administer its program in conformance with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. [Note: For the above sections, if Subrecipient is a governmental or quasi-governmental agency, the applicable section of 24 C.F.R. Part 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,” and OMB Circular A-87 would apply.] DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -9- B. Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 C.F.R. § 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 C.F.R. § 570.502, and 24 C.F.R. §§ 84.21 – 84.28; and g. Other records necessary to document compliance with Subpart K of 24 C.F.R. Part 570. 2. Retention Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Agreement for a period of five (5) years. The retention period begins on the date of the submission of Grantee’s annual performance and evaluation report to HUD in which the Services under this Agreement are reported on for the final time. Notwithstanding the above, if there is any litigation, claim, audit, negotiation, or other action that involves any of the records cited and that has started before the expiration of the five-year retention period, then such records must be retained until completion of the litigation, claim, audit, negotiation, or other action and the resolution of all issues, or until the expiration of the five -year period, whichever occurs later. 3. Client Data Subrecipient shall 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 made available to Grantee monitors or their designees for review upon request. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -10- 4. Disclosure Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of Grantee’s or Subrecipient’s responsibilities with respect to the Services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian of person receiving service. 5. Close-outs Subrecipient’s obligation to Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Grantee), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG Funds, including program income. Subrecipient will have thirty (30) days after the end of the period defined in Section II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 6. Audits & Inspections Subrecipient records with respect to any matters covered by this Agreement shall be made available to Grantee, HUD, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Subrecipient within thirty (30) days after receipt by Subrecipient of the audit report. Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding by Grantee of future payments of the City Grant. Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. C. Reporting and Payment Procedures 1. Program Income Subrecipient shall report quarterly all program income (as defined at 24 C.F.R. § 570.500(a)) generated by activities carried out with CDBG Funds made available under this Agreement. The use of program income by Subrecipient shall comply with the requirements set forth at 24 C.F.R. § 570.504. By way of further limitations, Subrecipient may use such program income during the term of this Agreement and shall reduce requests for additional City Grant funds DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -11- by the amount of any such program income balances on hand. All unexpended program income shall be returned to Grantee at the end of the term of this Agreement. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to Grantee. 2. Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient’s share of administrative costs and shall submit such plan to Grantee for approval, in a form specified by Grantee. 3. Payment Procedures Grantee shall reimburse Subrecipient only for actual incurred costs upon presentation of properly executed reimbursement forms as provided and approved by Grantee. Only those Eligible Project Expenses directly related to this Agreement shall be reimbursed. The amount of each request must be limited to the amount needed for payment of Eligible Project Expenses. In the event that Grantee or HUD determines that any CDBG Funds were expended by Subrecipient for unauthorized or ineligible purposes or the expenditures constitute disallowed costs in any other way, Grantee or HUD may order repayment of the same. Subrecipient shall remit the disallowed amount to Grantee within thirty (30) days of written notice of the disallowance. a. Subrecipient agrees that funds determined by Grantee to be surplus upon completion of this Agreement will be subject to cancellation by Grantee. b. Subrecipient agrees that upon expiration of this Agreement, Subrecipient shall transfer to Grantee any CDBG Funds on hand at the time of the expiration and any accounts receivable attributable to the use of CDBG Funds. c. Grantee shall be relieved of any obligation for payments if funds allocated to Grantee cease to be available for any cause other than misfeasance of Grantee itself. d. Grantee reserves the right to withhold payments pending timely delivery of program reports or documents as may be required under this Agreement. Payments by Grantee will be provided through a reimbursement/invoicing method only, with payment issued by Grantee after actual costs have been incurred and paid by Subrecipient. All costs shall be supported by properly executed payrolls, time records, invoices, vouchers, or other official documentation, as evidence of the nature and propriety of the charges. All accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible, and upon reasonable notice, Grantee and HUD shall have the DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -12- right to audit the records of Subrecipient as they relate to this Agreement and the activities and services described herein. Payment reimbursement requests shall be submitted by Subrecipient at a minimum on a quarterly basis. Failure to submit reimbursement requests in a timely manner may lead to reallocation of City Grant funds. Subrecipient shall also: a. Maintain an effective system of internal fiscal control and accountability for all CDBG Funds and property acquired or improved with CDBG Funds, and make sure the same are used solely for the Services. b. Keep a continuing record of all disbursements by date, check number, amount, vendor, description of items purchased, and line item from which the money was expended, as reflected in Subrecipient’s accounting records. c. Maintain payroll, financial, and expense reimbursement records for a period of five (5) years after receipt of final payment under this Agreement. d. Permit inspection and audit of its records with respect to all matters authorized by this Agreement by representatives of Grantee or HUD at any time during normal business hours and as often as necessary. e. Inform Grantee concerning any City Grant funds allocated to Subrecipient, that Subrecipient anticipates will not be expended during the term of this Agreement, and permit the reassignment of the same by Grantee to other subrecipients. f. Repay Grantee any funds in its possession at the time of the termination or expiration of this Agreement that may be due to Grantee or HUD. g. Maintain complete records concerning the receipt and use of all program income. Program income shall be reported on a monthly basis on forms provided by Grantee. 4. Progress Reports Subrecipient shall submit regular progress reports to Grantee in the form, content, and frequency as required by Grantee. Progress reports must be submitted at a minimum on quarterly basis. Reporting periods are defined in the following table: Quarter Reporting Period Due Date 1 July-September October 20 DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -13- Quarter Reporting Period Due Date 2 October-December January 20 3 January-March April 20 4 March-June July 20 Along with the quarterly progress reports, Subrecipient shall provide Grantee with twenty- five percent (25%) sampling of self-certification forms and ten percent (10%) sampling of income verification for clients served that quarter. Subrecipient shall be responsible for retaining one hundred percent (100%) certification and/or income certification forms for a minimum of five (5) years along with other Program records. Additionally, an annual comprehensive report including inventory of all Services provided or performed with CDBG Funds, and financial report shall be submitted at the end of the program year. The annual report shall be submitted no later than August 1st. D. Procurement 1. Compliance Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All Program assets (including, unexpended program income, property, and equipment) shall revert to Grantee upon termination or expiration of this Agreement. 2. OMB Standards Unless specified otherwise within this Agreement, Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 C.F.R. §§ 84.40 – 84.48. 3. Travel Subrecipient shall obtain written approval from Grantee for any travel outside the metropolitan area with City Grant funds provided under this Agreement. E. Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 C.F.R. Part 84 and 24 C.F.R. §§ 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. Subrecipient shall transfer to Grantee any CDBG Funds on hand and any accounts receivable attributable to the use of CDBG Funds under this Agreement at the time of expiration, cancellation, or termination. 2. In all cases in which equipment acquired, in whole or in part, with CDBG Funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -14- were used to acquire the equipment). Equipment not needed by Subrecipient for Services under this Agreement shall be (a) transferred to Grantee for the CDBG program or (b) retained after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG Funds used to acquire the equipment. F. DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. IX. REPRESENTATIONS AND WARRANTIES OF SUBRECIPIENT Subrecipient makes the following representations and warranties as of the date of this Agreement and agrees that such representations and warranties shall survive and continue thereafter: A. Authorization and Validation The execution, delivery and performance by Subrecipient of this Agreement (i) are within the powers of Subrecipient and upon its execution will constitute a legal, valid and binding obligation of Subrecipient enforceable in accordance with its terms, and (ii) will not violate any provisions of law, any order of any court or other agency of government, or any indenture, agreement or any other instrument to which Subrecipient is a party or by which Subrecipient , or any of its property, is bound, or be in conflict with, result in any breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets, except as contemplated by the provisions of this Agreement. B. Correct Information All reports, papers, data and information given to Grantee with respect to Subrecipient and this Agreement, including the Program are accurate and correct in all material respects and complete insofar as completeness may be necessary to give Grantee a true and accurate knowledge of the subject matters thereof, and there has been no change in such information. C. Defaults Subrecipient is not a party to any agreement or instrument that will interfere with its performance under this Agreement, and is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -15- D. Pending Litigation There is not now pending or threatened against or affecting Subrecipient any claim, investigation, action, suit or proceeding at law, or in equity, or before any court or administrati ve agency which, if adversely determined, would impair or affect Subrecipient’s ability to perform the Services. E. Compliance Subrecipient has examined and is familiar with all conditions, restrictions, reservations, and ordinances affecting the performance of the Services. The Services will in all material respects conform to and comply with all of the requirements of said conditions, restrictions, reservations, and ordinances and performance of the Services shall conform in all respects with applicable ordinances and statutes, and shall be in accordance with all requirements of the regulatory authorities having jurisdiction thereof. X. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XI. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XII. WAIVER Grantee’s failure to act with respect to a breach by Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIII. NONLIABILITY OF OFFICIALS AND EMPLOYEES No member, official, employee, or contractor of Grantee shall be personally liable to Subrecipient in the event of any default or breach by Grantee or for any amount which may become due to Subrecipient or on any obligations under this Agreement. No member, official, employee, or contractor of Subrecipient shall be personally liable to Grantee in the event of any default or breach by Subrecipient or for any amount which may become due to Grantee or on any obligations under this Agreement. XIV. APPLICABLE LAW; VENUE The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. All legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California, or in any other appropriate court in that County. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -16- XV. EXECUTION IN COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. XVI. NO CONFLICT OF INTEREST For the term of this Agreement, no member, officer, or employee of Grantee, during the term of his or her service with Grantee, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. In addition, Subrecipient agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with Grantee’s Filing Officer if such filing is required under state law in connection with the performance of the Services. XVII. THIRD PARTY BENEFICIARIES With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. XVIII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between Grantee and Subrecipient for the use of funds received under this Agreement and it supersedes all prior o r contemporaneous communications and proposals, whether electronic, oral, or written between Grantee and Subrecipient with respect to this Agreement. [Signatures on following page] DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Grantee] [Subrecipient] By: Armando G. Villa, City Manager By: Tierra Bowen, Executive Director Date: Date: By: Attest: Stephanie Roseen, Acting City Clerk Date:________________________________ Countersigned: Margarita Cornejo, Acting CFO APPROVED AS TO FORM: Jeffrey Melching, City Attorney DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346 7/10/2023 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBB 7/11/2023 7/18/2023 7/19/2023 7/19/2023 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 1 of 13 EXHIBIT A SUMMARY OF LEGAL REQUIREMENTS In addition to the requirements set forth in other provisions of the Agreement, Subrecipient shall comply, and shall cause all Subrecipient’s personnel to comply, with the following regulations and requirements insofar as they are applicable to the performance of the Agreement.1 1. Equal Opportunity and Nondiscrimination. a. Title VI of the Civil Rights Act of 1964, as amended, including Public Law 88-352 implemented in 24 C.F.R. Part 1. This law provides in part that no person shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. In regard to the sale or lease of property, Subrecipient shall cause or require a covenant running with the land to be inserted in the deed and leases prohibiting discrimination under this Title, and providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Subrecipient shall enforce such covenant and shall not itself so discriminate. b. Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended, including Public Law 90-234. The Fair Housing Act provides in part that there shall be no discrimination in housing practices on the basis of race, color, religion, sex, and national origin. The Fair Housing Act was amended in 1988 to provide protections from discrimination in any aspect of the sale or rental of housing for families with children and persons with disabilities. The Fair Housing Act also establishes requirements for the design and construction of new rental or for-sale multi-family housing to ensure a minimum level of accessibility for persons with disabilities. c. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq., 42 U.S.C. 6101 et. seq., and 29 U.S.C. 794. This law provides in part that no person on the grounds of race, color, national origin, sex, or religion shall be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with funds under this Title. d. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq. This law provides in part that any grant under Section 106 shall be made only if the grantee certifies to the satisfaction of the Secretary of HUD that the grantee will, among other things, affirmatively further fair housing. 1 This exhibit is a list and summary of some of the applicable legal requirements and is not a complete list of all Subrecipient requirements. The description set forth next to a statute or regulation is a summary of certain provisions in the statute or regulation and is in no way intended to be a complete description or summary of the statute or regulation. In the event of any conflict between this summary and the requirements imposed by applicable laws, regulations, and requirements, the applicable laws, regulations, and requirements shall apply. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 2 of 13 e. Executive Order 11246, as amended. This order includes a requirement that grantees and subrecipients and their contractors and subcontractors not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. f. Executive Order 11063, as amended, including 24 C.F.R. Part 107. This order and its implementing regulations include requirements that all actions necessary be taken to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental, or other disposition of property assisted with Federal loans, advances, grants, or contributions. g. Section 504 of the Rehabilitation Act of 1973, as amended. This Act specifies in part that no otherwise qualified individual shall solely by reason of his or her disability or handicap be excluded from participation (including employment), denied program benefits , or subjected to discrimination under any program or activity receiving Federal assistance. Subrecipient must ensure that its programs are accessible to and usable by persons with disabilities. h. The Americans with Disabilities Act (ADA) of 1990, as amended. This Act prohibits discrimination on the basis of disability in employment by state and local governments and in places of public accommodation and commercial facilities. The ADA also requires that facilities that are newly constructed or altered, by, on behalf of, or for use of a public entity, be designed and constructed in a manner that makes the facility readily accessible to and usable by persons with disabilities. The Act defines the range of conditions that qualify as disabilities and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. i. The Age Discrimination Act of 1975, as amended. This law provides in part that no person shall be excluded from participation in, be denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving federal assistance. j. EEO/AA Statement. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. k. Minority/Women Business Enterprise. Subrecipient will use its best efforts to afford small businesses and minority and women-owned business enterprises the maximum practicable opportunity to participate in the performance of the Agreement. As used in the Agreement, the term “small business” means a business that meets the criteria set forth in Section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women- owned business enterprise” means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 3 of 13 2. Environmental. a. Air and Water. Subrecipient shall comply with the following regulations insofar as they apply to the performance of the Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; and the U.S. Environmental Protection regulations pursuant to 40 C.F.R. Part 50, as amended. b. Flood Disaster Protection Act of 1973. Subrecipient shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained. c. Lead-Based Paint. Subrecipient shall comply with the Lead-Based Paint Regulations referenced in 24 C.F.R. § 570.608, including 24 C.F.R. Part 35, et. al. d. Historic Preservation. Subrecipient shall comply with the historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 C.F.R. Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties and related laws and Executive Orders, insofar as they apply to the performance of the Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a federal, state, or local historic property list. e. Limitation on Activities Pending Clearance. In accordance with 24 C.F.R. § 58.22 entitled “Limitations on activities pending clearance, “neither a recipient nor any participant in the development process, including public or private nonprofit or for-profit entities, or any of their contractors, may commit HUD assistance under a program listed in 24 C.F.R. § 58.1(b) on an activity or project until HUD or the state has approved the recipient’s Request for Release of Funds (RROF) and the related certifications have been approved. Neither a recipient nor any participant in the development process may commit non-HUD funds or undertake an activity or project that would have an adverse environmental impact or limit the choice of reasonable alternatives. Upon completion of environmental review or receipt of environmental clearance, Grantee shall notify Subrecipient. HUD funds shall not be utilized before this requirement is satisfied. The environmental review or violation of the provisions may result in approval, modification of cancellation of the City Grant. If a project or activity is exempt under 24 C.F.R. § 58.34, or is categorically excluded (except in extraordinary circumstances) under 24 C.F.R. § 58.35(b), no RROF is required and the recipient may undertake the activity immediately after the Grantee has documented its determination that each activity or project is exempt and meets the conditions specified for such exemption under this section by issuing a Notice to Proceed. 3. Uniform Administrative Requirements. The uniform administrative requirements described in 24 C.F.R. § 570.502. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 4 of 13 4. Other Program Requirements. Subrecipient shall carry out each activity under the Agreement in accordance with all applicable federal laws and regulations described in Subpart K of 24 C.F.R. § 570 except for Grantee’s environmental responsibilities under 24 C.F.R. § 570.604 and Grantee’s responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 5. Reversion of Assets. Upon the expiration of the Funding Period or sooner termination of the Agreement, Subrecipient shall transfer to Grantee (a) any and all CDBG Funds, (b) any accounts receivable attributable to the use of CDBG Funds. In all cases in which equipment acquired, in whole or in part, with funds under the Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under the Agreement were used to acquire the equipment). Equipment not needed by Subrecipient for activities under the Agreement shall at the election of Grantee either be (a) transferred to Grantee for the CDBG program, or (b) retained by Subrecipient after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment. 6. Relocation. Grantee shall not be responsible for relocating any occupants from any property. If required, Subrecipient shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations, including the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601 et seq., as amended, and implementing regulations, and HUD Handbook 1378. Subrecipient shall indemnify, defend, and hold Grantee harmless from and against any claims, liabilities, damages, or losses made against it by tenants or occupants of any property, including without limitation claims for relocation assistance, inverse condemnation, and claims otherwise arising from any act or omission of Subrecipient pursuant to the provision of relocation assistance. 7. Allowable Costs and Audits. Subrecipient shall comply with and administer the Program in accordance with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 8. Records and Reports. Subrecipient shall provide to Grantee and shall cause each of its contractors, subcontractors, and subrecipients to provide to Grantee all records and reports relating to the Program that may be reasonably requested by Grantee in order to enable it to perform its record keeping and reporting obligations pursuant to the CDBG Requirements, including but not limited to those described in the Agreement and 24 C.F.R. § 570.506. 9. Religious Organizations. If Subrecipient is a religious organization as defined by the CDBG Requirements, Subrecipient shall comply with all conditions prescribed by HUD for the use of CDBG Funds by religious organizations, including the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. § 570.200(j). DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 5 of 13 10. Conflict of Interest. Subrecipient will comply with 24 C.F.R. §§ 84.42, 85.36 and 570.611 regarding the avoidance of conflict of interest, which provisions include (but are not limited to) the following: i. Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. ii. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. iii. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency. 11. Political Activity (24 C.F.R. § 570.207(a)(3)). Subrecipient is prohibited from using CDBG Funds to finance the use of facilities or equipment for political purposes or to engage in other partisan political activities, such as sponsoring candidate forums, distributing brochures, voter transportation, or voter registration. 12. Anti-Lobbying Certification. By its execution of the Agreement, Subrecipient hereby certifies that: i. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. iii. It will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 6 of 13 under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. At the request of Grantee, Subrecipient shall execute a separate document that contains the certifications set forth above. 13. Drug-Free Workplace Requirements. Subrecipient shall comply with and be subject to the requirements of the federal drug-free workplace requirements, which include the following actions be taken: i. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee’s workplace and specifying the actions that will be taken against employees for violation of such prohibition. ii. Establishing an ongoing drug-free awareness program to inform employees about: (a) the dangers of drug abuse in the work place; (b) the grantee’s policy of maintaining a drug-free workplace; (c) any available drug counseling, rehabilitation, and employee assistance programs; and (d) the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. iii. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (i). iv. Notifying the employee in the statement required by paragraph (i) that, as a condition of employment under the grant, the employee will: (a) abide by the terms of the statement; and (b) notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction. v. Notifying the agency in writing, within ten (10) calendar days after receiving notice under sub-paragraph (iv)(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant. vi. Taking one of the following actions, within thirty (30) calendar days of receiving notice under subparagraph (iv)(b), with respect to any employee who is so convicted: (a) taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (b) requiring such employee to participate satisfactorily in a drug abuse DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 7 of 13 assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency. vii. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (i), (ii), (iii), (iv), (v), and (vi). 14. Procurement. Subrecipient will comply with the procurement standards under 24 C.F.R. § 85.36 for governmental subrecipients and 24 C.F.R. §§ 84.40-84.48 for subrecipients that are non-profit organizations. Subrecipient shall comply with all existing and future Grantee policies concerning the purchase of equipment. 15. Labor Provisions. a. Section 3 of the Housing and Community Development Act of 1968. Subrecipient shall comply with and cause its contractors and subcontractors to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u), the HUD regulations issued pursuant thereto at 24 C.F.R. Part 135, and any applicable rules and orders of HUD issued thereunder. The Section 3 clause, set forth in 24 C.F.R § 135.38 provides: i. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 1701u (“Section 3”). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. ii. The parties to this contract agree to comply with HUD’s regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. iii. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding if any, a notice advising the labor organization or workers’ representative of the contractor’s commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. iv. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 8 of 13 notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. v. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor’s obligations under 24 C.F.R. Part 135. vi. Noncompliance with HUD’s regulations in 24 C.F.R Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. Subrecipient shall abide by the Section 3 clause set forth above and will also cause this Section 3 clause to be inserted in all contracts relating to the Program. b. Labor Standards. Subrecipient shall comply with the provisions of 24 C.F.R. § 570.603 and related requirements. Subrecipient shall include in all applicable construction contracts the provisions of federal law imposing labor standards on federally assisted contracts. Subrecipient shall comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended (40 U.S.C. 3141 through 3148), the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq. and implementing regulations), the Copeland Anti-Kick Back Act (40 U.S.C. 276c and 18 U.S.C. 874 et seq.), the implementing regulations of the U.S. Department of Labor including 29 C.F.R. Parts 1, 3, 5, 6 and 7, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of the Agreement. Subrecipient shall maintain documentation that demonstrates compliance with these provisions and such documentation shall be made available to Grantee and HUD for review upon request. Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. c. HUD Form 4010. Subrecipient shall comply and cause Subrecipient Personnel to comply with the provisions of HUD Form 4010 attached hereto. HUD Form 4010 must be included in the bid packet and construction contract and subcontracts for the Program. DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 2 of 3 City of Menifee Finance Department Federal Award Identification Notice i. Subrecipient Name: MENIFEE MUSTANGS TRACK AND FIELD CLUB ii. Subrecipient’s Unique Entity Identifier (DUNS): 12-320-0155 iii. Federal Award Identification Number (FAIN): B-23-MC-06-0604 iv. Federal Award Date: July 1, 2023 v. Subaward Period of Performance: July 1, 2023 through June 30, 2024 vi. Amount of Federal Funds ($) Obligated by this action by the pass through entity to the to the subrecipient: $10,000.00 vii. Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $10,000.00 viii. Total Amount of Federal Award committed to the subrecipient by the pass through entity: $10,000.00 ix. Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14- 218) City of Menifee CDBG Public Services. Specifically this program/project will entail the: The Menifee Mustangs Track and Field Club (MMTFC) provides youth ages 5-17 years of age with positive outlays and community through the sport of track and field. The organization is seeking grant funding to provide track and filed scholarships to at least fifteen (15) low-to-moderate ("LMI")income families within the city of menifee x. Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) Pass through Entity: City of Menifee, CA Awarding Official: Armando Villa, City Manager DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2762/031858-0001 12965474.1 a06/28/23 EXHIBIT “B” PAGE 3 of 3 Phone: (951) 672-6777 xi. CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii. Identification of whether the award is R&D: No xiii. Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 3157FBFE-0DBA-4F3E-ACB5-01389C7E3346DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA INSURED ADDRESS COVER SHEET Agency Information: Agency Code: Phone Number: INSURED'S COPY POLICY TAPCO PO BOX 286 BURLINGTON, NC 27216 NPP2584046 John G. Petit 6013 Warner Avenue Huntington Beach, CA 92647 519228 John G. Petit 6013 Warner Avenue Huntington Beach, CA 92647 (657)215-3333 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Insured DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA RESOURCES TO HELP YOUR BUSINESS GROW! For a full list of vendors, discounts and resources, visit bizresourcecenter.com. HUMAN RESOURCES » Free human resources consultation hotline to be used for personnel issues, including harassment and discrimination, the Family and Medical Leave Act, disability, wage and hours regulations and more » Online library with information, forms and articles pertaining to human resources » Resources for recruiting and training as well as termination and administration PRE-EMPLOYMENT AND TENANT SCREENINGS » Discounted background checks, including multi-court criminal database searches, county criminal searches and more (first background check is free) » Best practices for performing a background check » Discounted tenant and drug screenings and motor vehicle reports (MVRs) PAYROLL AND TAXES » Discounted payroll processing and tax services tailored for either a small or large business CYBER RISK » Materials about securing personal and payment card information » Complimentary access to tools and resources that will help you understand your exposure to a data breach and the importance of a response plan MARKETING » Suggested free and paid services, including email campaigns, photo editing, file management and more, for web marketing for your business » Suggested free and paid services for social media platforms, development, management and more » Discounted promotional items, giveaways and signage SAFETY » Free on-site safety and occupational health consultation for your business » Free personal credit report » Disaster and emergency preparedness resources » Discounted alcohol and food server safety training for your staff and servers » Discounted CPR and first aid training » Youth resources for concussion training, waivers of liability, recognizing the signs and symptoms of child abuse, and more bizresourcecenter.com Try our cost-savings calculator to see how much you could save! BRC-Quote and Policy 7/21 As a policyholder through USLI or Devon Park Specialty, you have access to many free and discounted services through the Business Resource Center that will assist you in operating, growing and protecting your business. Consider the following services and associated cost savings when deciding where to place your insurance! DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA USLI.COM 888-523-5545 CRF 12/16 24/7 Claim Reporting In our continuing effort to provide you with excellent claim service, you may now report a claim and get claim assistance 24 hours a day/7 days a week. For claim reporting, call toll free 1-888-875-5231 or visit USLI.COM and select the “report a claim” option. For emergency claims requiring immediate assistance, please use the toll free option. Your call will be referred to a claims professional who will respond within an hour of your call with direction and assistance. Thank you for placing your trust in our company. We pledge to work hard every day to earn and maintain that trust. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA page 1 of 1Privacy Notice 11/21 – USLI Privacy Notice At Collection We may need to collect certain personal information to provide you with our services and products. For information on how we store, use and protect personal information, please see our Privacy Policy accessible on our website, https://www.usli.com/privacy-policy/. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA USLI.COM 888-523-5545 Loss Control 4/19 Note About Loss Control Dear Valued Policyholder, Slips, trips and falls are among the most frequent causes of loss. What might surprise you is that, many times, they result in claims and judgments in the hundreds of thousands of dollars, which ultimately impact your insurance premium. In most instances, these claims can be lessened or prevented entirely simply by addressing the most common causes of such losses listed below. Most Common Causes u Spills, wet or icy walking surfaces u Uneven or worn floors/carpets/steps/sidewalks u Inadequate or poorly maintained lighting u Obstructed views u Poor housekeeping - Excess clutter/trash in walkways or near open flames or hot surfaces We encourage you to please take the time to periodically inspect your premises to see if any of these conditions exist and work to eliminate them where possible. Your efforts may save you money on future insurance premiums and, quite possibly, save your business. Thank you for choosing and trusting us to help protect your business! “An ounce of prevention is worth a pound of cure.” -Benjamin Franklin Regards, Thomas P. Nerney Chairman, President and CEO DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA IMPORTANT NOTICE: 1. The insurance policy that you have purchased is being issued by an insurer that i s not licensed by the State of California. These 2. The insurer is not subject to the financial solvency regulation and enforcement that apply to California licensed insurers. 3. The insurer does not participate in any of the insurance guarantee funds created by California law. Therefore, these funds will not pay your claims or protect your assets if the insurer becomes insolvent and is unable to make payments as promised. 4. The insurer should be licensed either as a foreign insurer in another state in the United States or as a non -United States (alien) insurer. You should ask questions of your insurance agent, broker, or t the California Department of Insurance at the toll-free number 1-800-927-4357 or internet website www.insurance.ca.gov. Ask whether or not the insurer is licensed as a foreign or non-United States (alien) insurer and for additional information about the website at www.naic.org. The NAIC the National Association of Insurance Commissioners is the regulatory support organization created and governed by the chief insurance regulators in the United States. 5. Foreign insurers should be licensed by a state in the United obtain more information about that insurer. You can find a link to each state from this NAIC internet website: https://naic.org/state_web_map.htm. 6. For non-United States (alien) insurers, the insurer should be licensed by a country outside of the United States and should be on DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA approved nonadmitted non -United States insurers. Ask your agent, that insurer. 7. view that list at the internet website of the California Department of Insurance: www.insurance.ca.gov/01-consumers/120-company/07- lasli/lasli.cfm. 8. If you, as the applicant, required that the insurance policy you have purchased be effective immediately, either because existing coverage was going to lapse within two business days or because you were required to have coverage within two business days, and you did not receive this disclosure form and a request for your signature until after coverage became effective, you have the right to cancel this policy within five days of receiving this disclosure. If you cancel for this insurance will be returned to you. D-2 (Effective January 1, 2020) DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CA Disc (08-19) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP CONSUMER DISCLOSURE NOTICE CALIFORNIA Please contact the agent or broker that has delivered your policy if you have questions or need assistance. If you need the telephone number of the agent or broker or need other assistance, please contact us at: 1190 Devon Park Drive, Wayne, PA 19087 Toll Free Direct 1-888-523-5545 Compliance Department Before you file a complaint with the California Department of Insurance, you should first contact the insurance company, agent or broker in an effort to resolve the issue(s). If you do not reach a satisfactory resolution of the issue(s), then contact the California Department of Insurance. You may contact the California Department of Insurance to obtain information or make a complaint. California Department of Insurance Consumer Communications Bureau 300 South Spring Street, South Tower Los Angeles, CA 90013 1-800-927-HELP (4357) or 213-897-8921 TDD Number: 1-800-482-4TDD (4833) www.insurance.ca.gov DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Every year, thousands of breaches are reported, exposing millions of people’s personal information. The eRiskHub® portal, powered by NetDiligence®, is an effective way to combat privacy breaches and other types of cyber losses. With your USLI policy, you will receive instructions on how to access and begin using the eRiskHub® portal, a benefit that is valued in excess of $1,200 a year! eRiskHub® is the one-stop shop you need to become educated about and prepared for a privacy breach. This free service is available to USLI policyholders. Using proprietary tools anchored in proven risk management principals, NetDiligence® provides a full range of enterprise- level information security, e-risk insurability and regulatory compliance assessment and testing services. NetDiligence® supports and is endorsed by some of the world’s largest network liability insurance underwriters. How to start using this free offering: Go to eriskhub.com/usli Click “Register Now” to set up a free account Create your own username and password; your access code is 08451 Key Features of the eRiskHub® Portal Data Breach Calculators – Learn how to estimate the cost of a breach, notification costs and business interruption Learning Center – Best practices articles, white papers and webinars from leading technical and legal experts. Highlighted topics include PCI compliance and social engineering Security Training – Watch videos for best practices in security and privacy awareness or download a training guide Risk Manager Tools – Assist you in managing your cyber risk, including a self-assessment, a sample website privacy policy and a tool for HIPAA compliance Ransomware Resources – A directory to quickly find external resources with expertise in pre- and post-breach disciplines Consultation – Breach Coach, HIPAA Coach and Security Coach available to assist you Will You Be Prepared When a Privacy Breach Occurs? Free Privacy Breach Risk Management Resources This document does not amend, extend or alter the coverage afforded by the policy. For a complete understanding of any insurance you purchase, you must first read your policy, declaration page and any endorsements and discuss them with your agent. A sample policy is available from your agent. Your actual policy conditions may be amended by endorsement or affected by state laws. eRiskHub-NR Bound 04/22 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Authorized Representative NEW No. NPP2584046 MENIFEE MUSTANGS TRACK & FIELD CLUB 29457 BILOXY DR ROMOLAND, CA 92585 POLICY PERIOD: (MO. DAY YR.) From:To: FORM OF BUSINESS: BUSINESS DESCRIPTION: 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. NAMED INSURED AND ADDRESS: Renewal of Number POLICY DECLARATIONS 10/27/2022 10/27/2023 Non Profit Organization Non-Profit Management Liability Mount Vernon Fire Insurance Company 1190 Devon Park Drive, Wayne, Pennsylvania 19087 A Member Company of United States Liability Insurance Group Coverage Form(s) and Endorsement(s) made a part of this policy at time of issue See Endorsement EOD (1/95) Agent: TAPCO- KL (5576) (5576) PO Box 286 Burlington, NC 27216 Issued:11/01/2022 4:39 PM Broker: By: UPD (08-07) THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART DECLARATIONS, COVERAGE PART COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. John Petit Agency 6013 Warner Avenue Huntington Beach, CA 92647 THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. PREMIUM Commercial Liability Coverage Part $1,007.00 Non Profit Management Liability Coverage Parts $1,346.00 Wholesaler Broker Fee $125.00 Surplus Lines Tax $70.59 Stamping Fee $5.88 TOTAL:$2,554.47 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Description of EndorsementsEndt#Revised The following forms apply to multiple coverage parts 2110 Service Of Suit04/15 IL0017 Common Policy Conditions11/98 IL0021 Nuclear Energy Liability Exclusion Endorsement09/08 Jacket Policy Jacket07/19 L-526 Absolute War Or Terrorism Exclusion01/15 NTE Notice Of Terrorism Exclusion01/15 Description of EndorsementsEndt#Revised The following forms apply to the Commercial Liability coverage part CG0001 Commercial General Liability Coverage Form12/07 CG0068 Recording And Distribution Of Material Or Information In Violation Of Law Exclusion 05/09 CG2026 Additional Insured-Designated Person or Organization04/13 CG2107 Exclusion - Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability - Limited Bodily Injury Exception Not Included 05/14 CG2139 Contractual Liability Limitation10/93 CG2147 Employment-Related Practices Exclusion12/07 CG2404 Waiver Of Transfer Of Rights Of Recovery Against Others To Us05/09 L 737YS Exclusion - Participant11/15 L 792 Minimum Earned Premium07/14 L-224 Punitive or Exemplary Damages Exclusion12/17 L-232s Classification Limitation Endorsement04/15 L-488 Non-Owned And/Or Hired Auto Liability02/11 L-526 Absolute War Or Terrorism Exclusion01/15 L-549 Absolute Professional Liability Exclusion04/15 L-587 Certain Criminal or Civil Proceeding Defense Costs Coverage12/17 L-599 Absolute Exclusion For Pollution, Organic Pathogen, Silica, Asbestos And Lead With A Hostile Fire Exception 04/15 L-610 Expanded Definition Of Bodily Injury04/15 L-703DWL YS Molestation Or Abuse Insurance10/14 L-705YS Assault or Battery Sublimit05/10 L-735YS Exclusion - Designated Sports and Activities12/18 L-736YS Exclusion - Non-Roster Participant11/13 L-739YS Waiver Of Liability And Release Endorsement09/09 L-783NPP Amendment of Liquor Liability Exclusion07/18 LLQ100 Who Is An Insured Clarification Endorsement04/15 LLQ368 Separation Of Insureds Clarification Endorsement04/15 Description of EndorsementsEndt#Revised The following forms apply to the Management Liability coverage part FORMS AND ENDORSEMENTS EXTENSION OF DECLARATIONS Policy No. NPP2584046 Effective Date:10/27/2022 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS All other terms and conditions remain unchanged.EOD (01/95)Page of1 2 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA FORMS AND ENDORSEMENTS EXTENSION OF DECLARATIONS Policy No. NPP2584046 Effective Date:10/27/2022 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS Description of EndorsementsEndt#Revised DO-100 Directors and Officers Coverage Part05/17 DO-101 Employment Practices Coverage Part05/17 DO-207 Failure to Maintain Insurance Exclusion05/17 DO-224A Sexual Abuse Exclusion05/17 DO-281 Defense Within Limits Endorsement05/17 DO-283 Data and Security Plus Endorsement11/17 DO-GTC General Terms and Conditions05/17 YS APP Sports Advantage Application12/09 All other terms and conditions remain unchanged.EOD (01/95)Page of2 2 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue: See Form EOD (01/95) LIMITS OF INSURANCE Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit (Any One Person/Organization)$1,000,000 Medical Expense (Any One Person)$5,000 Damages To Premises Rented To You (Any One Premises)$100,000 Products/Completed Operations Aggregate Limit Included General Aggregate Limit $2,000,000 Hired and Non-owned Auto Each Occurrence Included Hired and Non-owned Auto Aggregate Included Molestation or Abuse Each Claim $100,000 Molestation or Abuse Aggregate $200,000 Assault or Battery Each Occurrence $50,000 Assault or Battery Aggregate $50,000 LIABILITY DEDUCTIBLE $0 LOCATIONS OF ALL PREMISES YOU OWN, RENT OR OCCUPY Location Address Territory 1 29457 Biloxy Drive, Romoland, CA 92585 012 PREMIUM COMPUTATION Rate Advance Premium Loc Classification Code No.Premium Basis Pr/Co All Other Pr/Co All Other 1 Non-Profit Youth Sports - Track & Field 14 & Under 49891 15 Per Participant Included 2.574 Included $39 1 Non-Profit Youth Sports - Track & Field 15 to 18 49891 5 Per Participant Included 4.372 Included $22 1 Molestation or Abuse Liability - Sports Advantage 41795 61 Per Premium Included 0.000 Included Included 1 Waiver of Rights of Recovery 49956 1 Person Or Organization Included 0.000 Included Included 1 Assault or Battery Liability - Sports Advantage 45194 Flat Included 0.000 Included Included 1 Additional Insured - Designated Person 49950 1 Flat Included 0.000 Included Included 1 Non-Owned & Hired Automobile Liability - Sports Advantage 90099 Flat Included 945.600 Included $946 MINIMUM PREMIUM FOR GENERAL LIABILITY COVERAGE PART:$500 TOTAL PREMIUM FOR GENERAL LIABILITY COVERAGE PART: (This Premium may be subject to adjustment.) $1,007 MP - minimum premium NPP2584046 COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Effective Date:10/27/2022 12:01 STANDARD TIME Policy No. Copyright, ISO Commercial Risk Services, Inc., 1983, 1984, 1988 Includes copyrighted material of ISO Commercial Risk Services, Inc., with its permission. THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. CL150 (10/03)Page 1 Of 1 DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA ITEM I. PARENT ORGANIZATION AND PRINCIPAL ADDRESS MENIFEE MUSTANGS TRACK & FIELD CLUB 29457 BILOXY DR ROMOLAND, CA 92585 ITEM II. POLICY PERIOD: (MM/DD/YYYY) From:10/27/2022 To:10/27/2023 $891 ITEM III. LIMITS OF LIABILITY ITEM IV. RETENTION: ITEM V. PREMIUM: $1,000,000 $1,000,000 $0 EACH CLAIM IN THE AGGREGATE EACH CLAIM RETROACTIVE DATE:Full Prior Acts a. Non Profit Directors & Officers b. Non Profit Directors & Officers Non Profit Directors and Officers Liability Coverage Part ITEM III. LIMITS OF LIABILITY ITEM IV. RETENTION: ITEM V. PREMIUM: $1,000,000 $1,000,000 $5,000 $455 EACH CLAIM IN THE AGGREGATE EACH CLAIM Employment Practices Liability Coverage Part RETROACTIVE DATE:Full Prior Acts a. Employment Practices b. Employment Practices PRIOR OR PENDING LITIGATION 10/27/2022 PRIOR OR PENDING LITIGATION 10/27/2022 THIS IS A CLAIMS MADE POLICY COVERAGE FORM AND UNLESS OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS FORM IS LIMITED TO LIABILITY FOR CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR THE EXTENSION PERIOD, IF APPLICABLE. DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION. NON PROFIT MANAGEMENT LIABILITY COVERAGE PART DECLARATIONS Effective Date:10/27/2022 12:01 AM STANDARD TIME No.Effective Date:NPP2584046 PLEASE READ YOUR POLICY CAREFULLY. DO-150 (02/09)Page 1 Of 2 THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA THIS IS A CLAIMS MADE POLICY COVERAGE FORM AND UNLESS OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS FORM IS LIMITED TO LIABILITY FOR CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR THE EXTENSION PERIOD, IF APPLICABLE. DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION. NON PROFIT MANAGEMENT LIABILITY COVERAGE PART DECLARATIONS Effective Date:10/27/2022 12:01 AM STANDARD TIME No.Effective Date:NPP2584046 PLEASE READ YOUR POLICY CAREFULLY. ITEM VI. Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue: See Endorsement EOD (01/95) ITEM III. LIMITS OF LIABILITY ITEM IV. RETENTION: ITEM V. PREMIUM: NOT COVERED NOT COVERED NOT COVERED Fiduciary Liability Coverage Part a. Fiduciary Liability DO-150 (02/09)Page 2 Of 2 THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA 2110 (04-15) Page 1 of 1 Service Of Suit Pursuant to any statute of any state, territory or district of the United States which makes provisions therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the Statute, or his successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the insured(s) or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the below named as the person to whom the said officer is authorized to mail process or a true copy thereof. It is further agreed that service of process in such suit may be made upon the General Counsel of the Company, or his nominee, at 1190 Devon Park Drive, Wayne, Pennsylvania 19087 and that in any suit instituted against any one of them upon this policy, the Company will abide by the final decision of such Court or any Appellate Court in the event of an appeal. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA IL 00 17 11 98 IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or de- livering to us advance written notice of cancel- lation. 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suf- ficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and re- cords as they relate to this policy at any time dur- ing the policy period and up to three years after- ward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named in- sured. If you die, your rights and duties will be trans- ferred to your legal representative but only while acting within the scope of duties as your legal rep- resentative. Until your legal representative is ap- pointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA IL 00 21 09 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL 00 21 09 08 © ISO Properties, Inc., 2007 Page 1 of 2 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nu- clear energy liability policy issued by Nu- clear Energy Liability Insurance Associa- tion, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Associa- tion of Canada or any of their successors, or would be an insured under any such pol- icy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily in- jury" resulting from the "hazardous properties" of "nuclear material" and arising out of the op- eration of a "nuclear facility" by any person or organization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- ous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "spe- cial nuclear material" or "by-product material". DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 2 of 2 © ISO Properties, Inc., 2007 IL 00 21 09 08 "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentra- tion of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or or- ganization of any "nuclear facility" included under the first two paragraphs of the definition of "nu- clear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packag- ing "waste"; (c) Any equipment or device used for the proc- essing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of pluto- nium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Jacket (07-19) Page 1 of 2 UNITED STATES LIABILITY INSURANCE GROUP A STOCK COMPANY A BERKSHIRE HATHAWAY COMPANY 1190 Devon Park Drive Wayne, PA 19087-2191 888-523-5545 – USLI.COM INSURANCE POLICY This policy jacket together with the policy declarations, coverage forms and endorsements, if any, complete this policy. The enclosed declarations designates the issuing company. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Jacket (07-19) Page 2 of 2 INSURANCE POLICY Read your policy carefully! In Witness Whereof, the company has caused this Policy to be executed and attested. Where required by law, this Policy shall not be valid unless countersigned by a duly authorized representative of the company. Secretary President DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L-526 (01-15) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMPREHENSIVE PERSONAL LIABILITY INSURANCE PERSONAL - EXCESS LIABILITY POLICY COMMERCIAL UMBRELLA POLICY COMMERCIAL EXCESS LIABILITY POLICY ABSOLUTE WAR OR TERRORISM EXCLUSION The following supersedes the terms and conditions of this policy. If the Policy to which this endorsement is attached contains an exclusion for War, that exclusion is deleted in its entirety and replaced with the following. If the Policy to which this endorsement is attached does not contain an exclusion for War, the exclusion below applies. This insurance does not apply to, and the Company will not defend or pay Loss for, any Claim arising out of, directly or indirectly resulting from, based upon or in any way involving any actual or alleged: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these; or (4) “Terrorism”, including any action taken in hindering or defending against an actual or expected incident of “terrorism” regardless of any other cause or event that contributes concurrently or in any sequence to the injury or damage The following definition is added to the Definitions Section: “Terrorism” means activities against persons, organizations or property of any nature: 1. That involve the following or preparation for the following: a. Use or threat of force or violence; b. Commission or threat of a dangerous act; or c. Commission or threat of an act that interferes with or disrupts an electronic, communication, information, or mechanical system; and 2. When one or both of the following applies: a. The effect is to intimidate or coerce a government, or to cause chaos among the civilian population or any segment thereof, or to disrupt any segment of the economy; or b. It is reasonable to believe the intent is to intimidate or coerce a government, or to seek revenge or retaliate, or to further political, ideological, religious, social or economic objectives or to express (or express opposition to) a philosophy or ideology. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA NTE (01-15) Page 1 of 1 NOTICE OF TERRORISM EXCLUSION You were notified that under the federal Terrorism Risk Insurance Program Reauthorization Act of 2015 ("The Act"), that you had a right to purchase insurance coverage for losses arising out of acts of terrorism, as defined in Section 102(1) of the Act. You opted not to purchase this coverage. The War and/or Terrorism Exclusion that is a part of this policy is therefore in full force and effect. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA COMMERCIAL GENERAL LIABILITY CG 00 01 12 07 CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 1 of 16  Commercial General Liability Coverage Form Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II – Who Is An In- sured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V – Definitions. SECTION I – COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this in- surance does not apply. We may, at our discre- tion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III – Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments – Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II – Who Is An Insured and no "employee" authorized by you to give or receive notice of an "oc- currence" or claim, knew that the "bodily in- jury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any con- tinuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oc- curred by any insured listed under Paragraph 1. of Section II – Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resumption of that "bodily injury" or "property damage" af- ter the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed un- der Paragraph 1. of Section II – Who Is An In- sured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other in- surer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 2 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litiga- tion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute res- olution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- der the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damag- es with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 3 of 16  f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your pol- icy as an additional insured with re- spect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any in- sured, other than that additional in- sured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the han- dling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the "pollutants" are brought on or to the premises, site or lo- cation in connection with such opera- tions by such insured, contractor or sub- contractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or me- chanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or re- lease of the fuels, lubricants or other operating fluids, or if such fuels, lub- ricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being per- formed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connec- tion with operations being performed by you or on your behalf by a con- tractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the ef- fects of, "pollutants". DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 4 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a govern- mental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto" or wa- tercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employ- ment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft, "auto" or water- craft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured con- tract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equip- ment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is li- censed or principally garaged; or (b) the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equip- ment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restora- tion or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 5 of 16  (5) That particular part of real property on which you or any contractors or subcontrac- tors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those op- erations; or (6) That particular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the con- tents of such premises, rented to you for a pe- riod of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Prem- ises Rented To You as described in Section III – Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. l. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage aris- es was performed on your behalf by a subcon- tractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or danger- ous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and ac- cidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and ad- vertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 6 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the own- er. A separate limit of insurance applies to this coverage as described in Section III – Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "per- sonal and advertising injury" to which this in- surance does not apply. We may, at our discre- tion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III – Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments – Coverages A and B. b. This insurance applies to "personal and adver- tising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and ad- vertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to li- ability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied con- tract to use another's advertising idea in your "advertisement". g. Quality Or Performance Of Goods – Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or per- formance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertise- ment". i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trade- mark, trade secret or other intellectual property rights. Under this exclusion, such other intellec- tual property rights do not include the use of another's advertising idea in your "advertise- ment". However, this exclusion does not apply to in- fringement, in your "advertisement", of copy- right, trade dress or slogan. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web- sites for others; or DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 7 of 16  (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Par- agraphs 14.a., b. and c. of "personal and ad- vertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertis- ing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the in- sured hosts, owns, or over which the insured exercises control. l. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mis- lead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- tralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising direct- ly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "cover- age territory" and during the policy peri- od; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examina- tion, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the ap- plicable limit of insurance. We will pay reason- able expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devic- es; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 8 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occu- pies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a work- ers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products-Completed Operations Hazard Included within the "products-completed opera- tions hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS – COVERAGES A AND B 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", includ- ing actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment in- terest based on that period of time after the of- fer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or depos- ited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insur- ance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the li- ability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter- ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 9 of 16  (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that in- demnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I – Coverage A – Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II – WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are in- sureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their du- ties as your officers or directors. Your stock- holders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their du- ties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "em- ployees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited li- ability company), to a co-"employee" while in the course of his or her em- ployment or performing duties related to the conduct of your business, or to your other "volunteer workers" while perform- ing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volun- teer worker" as a consequence of Para- graph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or con- trol of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any mem- ber (if you are a limited liability company). DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 10 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That repre- sentative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance availa- ble to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III – LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed op- erations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage B for the sum of all damages be- cause of all "personal and advertising injury" sus- tained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property dam- age" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Ex- pense Limit is the most we will pay under Cover- age C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent pos- sible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 11 of 16  (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverag- es A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Para- graph b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insur- ance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occu- pied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rent- ed to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I – Coverage A – Bodily Injury And Property Dam- age Liability. (b) Any other primary insurance available to you covering liability for damages aris- ing out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer de- fends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 12 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other in- surance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method al- so. Under this approach each insurer contrib- utes equal amounts until it has paid its applica- ble limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable lim- it of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V – DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web-sites, only that part of a web- site that is about your goods, products or ser- vices for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 13 of 16  3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or dam- age arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or simi- lar electronic means of communication provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Employ- ee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, defi- cient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the re- pair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organiza- tion for damage by fire to premises while rent- ed to you or temporarily occupied by you with permission of the owner is not an "insured con- tract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, inspection, ar- chitectural or engineering activities. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 14 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, water- craft or "auto" to the place where it is finally de- livered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not at- tached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or car- go. However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehi- cle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "au- tos". 13. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person oc- cupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or organi- zation's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of priva- cy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 15 of 16  15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the fol- lowing times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your con- tract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials; or (3) Products or operations for which the classi- fication, listed in the Declarations or in a policy schedule, states that products- completed operations are subject to the General Aggregate Limit. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from com- puter software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, dis- tributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your prod- uct"; and DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Page 16 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07  (2) The providing of or failure to provide warn- ings or instructions. c. Does not include vending machines or other property rented to or located for the use of oth- ers but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA COMMERCIAL GENERAL LIABILITY CG 00 68 05 09 CG 00 68 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion q. of Paragraph 2. Exclusions of Sec- tion I – Coverage A – Bodily Injury And Prop- erty Damage Liability is replaced by the follow- ing: 2. Exclusions This insurance does not apply to: q. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to vio- late: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordi- nance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and addi- tions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmit- ting, communicating or distribution of material or information. B. Exclusion p. of Paragraph 2. Exclusions of Sec- tion I – Coverage B – Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising di- rectly or indirectly out of any action or omis- sion that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordi- nance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and addi- tions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmit- ting, communicating or distribution of material or information. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA PERRIS UNION HIGH SCHOOL DISTRICT, ITS DEPARTMENTS, THE SCHOOL BOARD, ELECTED AND APPOINTED OFFICIALS, ADMINISTRATORS, PRINCIPALS, TEACHERS, AND ALL OTHER SCHOOL EMPLOYEES, VOLUNTEERS, OR REPRESENTATIVES, AGENTS, AND ALL PERSONS AND BODIES CORPORATE ACTING FOR OR ON BEHALF OF THEM, BUT ONLY WHERE REQUIRED TO BE ADDED AS AN ADDITIONAL INSURED UNDER WRITTEN CONTRACT(S), WRITTEN PERMIT(S) OR WRITTEN AGREEMENT(S) 155 E 4TH ST PERRIS, CA 92570 10/27/2022Effective Date: Name of Additional Insured Person(s) Or Organization(s): POLICY NUMBER:NPP2584046 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 Of 1 Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. However: The insurance afforded to such additional insured only applies to the extent permitted by law; and 1. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: B. Required by the contract or agreement; or1. Available under the applicable Limits of Insurance shown in the Declarations; 2. whichever is less. If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. In the performance of your ongoing operations; or1. In connection with your premises owned by or rented to you. 2. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA COMMERCIAL GENERAL LIABILITY CG 21 07 05 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 07 05 14 © Insurance Services Office, Inc., 2013 Page 1 of 1 Exclusion – Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability – Limited Bodily Injury Exception Not Included This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion 2.p. of Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. B. The following is added to Paragraph 2. Exclusions of Section I – Coverage B – Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA COMMERCIAL GENERAL LIABILITY CG 21 39 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 39 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 CONTRACTUAL LIABILITY LIMITATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The definition of "insured contract" in the DEFINI- TIONS Section is replaced by the following: "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporar- ily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition opera- tions on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indem- nify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA COMMERCIAL GENERAL LIABILITY CG 21 47 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 21 47 12 07 © ISO Properties, Inc., 2006 Page 1 of 1 EMPLOYMENT-RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability: This insurance does not apply to: "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demo- tion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution di- rected at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment- related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. B. The following exclusion is added to Paragraph 2., Exclusions of Section I – Coverage B – Per- sonal And Advertising Injury Liability: This insurance does not apply to: "Personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demo- tion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution di- rected at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA PERRIS UNION HIGH SCHOOL DISTRICT, ITS DEPARTMENTS, THE SCHOOL BOARD, ELECTED AND APPOINTED OFFICIALS, ADMINISTRATORS, PRINCIPALS, TEACHERS, AND ALL OTHER SCHOOL EMPLOYEES, VOLUNTEERS, OR REPRESENTATIVES, AGENTS, AND ALL PERSONS AND BODIES CORPORATE ACTING FOR OR ON BEHALF OF THEM, BUT ONLY WHERE REQUIRED TO BE ADDED AS AN ADDITIONAL INSURED UNDER WRITTEN CONTRACT(S), WRITTEN PERMIT(S) OR WRITTEN AGREEMENT(S) 155 E 4TH ST PERRIS, CA 92570 10/27/2022Effective Date: Name of Person Or Organization: NPP2584046POLICY NUMBER: CG 24 04 05 09 COMMERCIAL GENERAL LIABILITY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Copyright, Insurance Services Office, Inc., 2008CG 24 04 05 09 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 737 YS (11-15) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA POLICY EXCESS LIABILITY POLICY EXCLUSION – PARTICIPANT This insurance does not apply to: 1) “Bodily injury”, “property damage”, “personal and advertising injury” or medical payments to or for “participant(s)” arising out of or resulting from practice, instruction, participation, demonstration or any athletic activity, physical activity or sport; including but not limited to activity in preparation for or following such activity or sport. 2) “Bodily injury”, “property damage” or “personal and advertising injury” sustained by the spouse, child, parent, brother or sister of such “participant(s)” as a consequence of “bodily injury”, “property damage” or “personal and advertising injury” to such “participant(s)”. 3) Any claims or “suits” by any person or organization for damages because of such “bodily injury”, “property damage” or “personal and advertising injury” including damages for care and loss of services. This exclusion shall apply whether or not the athletic activity, physical activity or sport is performed in a class, competition, exhibition, game, practice or other setting. For purposes of this endorsement only: “Participant(s)” means any person, including players, coaches, managers, staff members, team workers, officials, cheerleaders, customers and volunteers, who are instructing, supervising, training or practicing for, participating in or otherwise involved in any games, sports or athletic activity, contest or exhibition. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 792 (07-14) Page 1 of 1 Minimum Earned Premium If this policy is cancelled by the insured, the policy Minimum Premium shall become Fully Earned at the policy inception. If you do not make timely payments it will be considered a request by you for us to cancel your policy. In the event of such cancellation for non-payment of premium, the greater of the Pro-Rata or Short-Rate premium (whichever is applicable) and the Minimum Earned Premium shall be retained as consideration for the coverage provided. Short-Rate means 90% of the pro-rata premium. In the event of cancellation by us, the Earned Premium shall be computed on a Pro- Rata basis, not subject to the Minimum Earned Premium. All other terms and conditions remain the same. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 224 (12-17) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA POLICY EXCESS LIABILITY POLICY PUNITIVE OR EXEMPLARY DAMAGES EXCLUSION Regardless of any other provision of this policy, this policy does not apply to punitive or exemplary damages. If a “suit” is brought against any insured, and falls within the coverage provided by the policy, seeking both compensatory damages (damages for economic loss and pain and suffering) and punitive or exemplary damages (damages as a means of punishment), no coverage shall be provided by this policy for any costs, interest, defense costs, attorney or legal fees of any type or damages attributable to punitive or exemplary damages. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L-232s (04-15) Page 1 of 1 This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Classification Limitation Endorsement Coverage under this contract is strictly limited to the classification(s) and code(s) listed on the policy Declarations page. No coverage is provided for any classification(s) and code(s) not specifically listed on the Declarations page of this policy. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 488 (02-11) Page 1 of 3 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM NON-OWNED AND/OR HIRED AUTO LIABILITY If shown in the Declarations or Supplemental Declarations page, coverage for Non-Owned and/or Hired Auto Liability is provided subject to the following: NON-OWNED AND/OR HIRED AUTO LIABILITY Under this endorsement, the insurance provided under SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY applies to “bodily injury” or “property damage” arising out of: 1. The use of a “non-owned auto” in the course of your business by any person other than you; and/or 2. The maintenance or use of a “hired auto” in the course of your business by you or your “employees” assumed in a contract or agreement that is an "insured contract" provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the contract or agreement. EXCLUSIONS With respect to the insurance provided by this endorsement: SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, b., c., g., h., j., k., l., m. and n. do not apply to this Coverage. SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended by the addition of the following: This insurance does not apply to: (1) “Property damage” to: (a) Property owned or being transported by, or rented or loaned to the insured; or (b) Property in the care, custody or control of the insured. (2) “Bodily injury” or “property damage” arising out of any delivery of goods or products, whether or not a charge is made for such delivery. (3) Any claims made or “suits” brought for Uninsured Motorists or Underinsured Motorists coverage, Personal Injury Protection, Property Protection or similar no- fault coverage by whatever name called. SECTION II – WHO IS AN INSURED, 1., 2., and 3. are removed and replaced by the following for the purposes of this endorsement only: DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 488 (02-11) Page 2 of 3 Each of the following is an insured under this insurance to the extent set forth below: 1. You; 2. With respect to a “non-owned auto”, any partner or “executive officer” of yours, but only while such “non-owned auto” is being used in the course of your business; 3. Any other person using a “hired auto” with your permission; and 4. Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under paragraphs 1., 2. or 3. above None of the following is an insured: a. Any person engaged in the business of his or her employer with respect to “bodily injury” to any co-“employee” of such person injured in the course of employment, or to the spouse, child, parent, brother or sister of that co-“employee” as a consequence of such “bodily injury”, or for any obligation to share damages with or repay someone else who must pay damages because of the injury; b. Any partner or “executive officer” with respect to any “auto” owned by such partner or officer or a member of his or her household; c. Any person while employed in or otherwise engaged in performing duties related to the conduct of an “auto business”, other than an “auto business” you operate; d. (1) The owner or lessee (of whom you are a sub lessee) of a “hired auto”; or (2) The owner of a “non-owned auto”, including your employee if the “non- owned auto” is owned by that employee or a member of his or her household; or (3) Any agent or “employee” of any such owner or lessee; e. Any person or organization with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III – LIMITS OF INSURANCE; 2. is amended by addition of the following: d. Damages under coverage for Non-Owned and/or Hired Auto Liability. SECTION III – LIMITS OF INSURANCE is amended as follows with respect to the insurance provided by this endorsement: The Limits of Insurance shown in the Declarations or Supplemental Declarations fix the most we will pay for Non-Owned and/or Hired Auto Liability regardless of the number of: a. Insureds; b. Claims made or “suits” brought; or c. Persons or organizations making claims or bringing “suits”. The Non-Owned and/or Hired Auto Liability Aggregate Limit shown in the Declarations or Supplemental Declarations is the most we will pay for Non-Owned and/or Hired Auto Liability coverage and is included in and is part of the General Aggregate Limit. If the Limits of Insurance are not shown, the Limits of Insurance will be equal to the each occurrence limit for general liability applicable to this policy at the time of the loss. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 488 (02-11) Page 3 of 3 SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, b. Excess Insurance is amended by the addition of the following: This insurance is excess over any other valid and collectible insurance, whether primary, excess, contingent or on any other basis, for any “hired auto” or “non-owned auto”. SECTION V – DEFINITIONS is amended as follows for the purposes of this endorsement only: 1. The definition of “employee” is replaced by the following: “Employee” means any person employed, supervised or directed by you, whether or not compensated, including volunteers. 2. The following is added to the definitions of “insured contract”: “Insured contract” also means that part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your “employees”, of any “auto”. However, such contract or agreement shall not be considered an “insured contract” to the extent that it obligates you or any “employees” to pay for “property damage” to any “auto” rented or leased by you or any of your “employees”. But an “insured contract” does not include that part of any contract or agreement: a. That pertains to the loan, lease or rental of an “auto” to you or any of your “employees”, if the “auto” is loaned, leased or rented with a driver; or b. That holds a person or organization engaged in the business of transporting property by “auto” for hire harmless for your use of a covered “auto” over a route or territory that person or organization is authorized to serve by public authority. 3. The following definitions are added: “Auto business” means the business or occupation of selling, repairing, servicing, storing or parking “autos”. “Hired auto” means any “auto” you lease, hire, rent or borrow. This does not include any “auto” you lease for a period of more than thirty (30) consecutive days nor does it include any “auto” you lease, hire, rent or borrow from any of your “employees”, your partner or your “executive officers” or members of their household. “Non-owned auto” means any “auto” you do not own, lease, hire, rent or borrow which is used in connection with your business. However, if you are a partnership, a “non-owned auto” does not include any “auto” owned by any partner. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L-526 (01-15) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMPREHENSIVE PERSONAL LIABILITY INSURANCE PERSONAL - EXCESS LIABILITY POLICY COMMERCIAL UMBRELLA POLICY COMMERCIAL EXCESS LIABILITY POLICY ABSOLUTE WAR OR TERRORISM EXCLUSION The following supersedes the terms and conditions of this policy. If the Policy to which this endorsement is attached contains an exclusion for War, that exclusion is deleted in its entirety and replaced with the following. If the Policy to which this endorsement is attached does not contain an exclusion for War, the exclusion below applies. This insurance does not apply to, and the Company will not defend or pay Loss for, any Claim arising out of, directly or indirectly resulting from, based upon or in any way involving any actual or alleged: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these; or (4) “Terrorism”, including any action taken in hindering or defending against an actual or expected incident of “terrorism” regardless of any other cause or event that contributes concurrently or in any sequence to the injury or damage The following definition is added to the Definitions Section: “Terrorism” means activities against persons, organizations or property of any nature: 1. That involve the following or preparation for the following: a. Use or threat of force or violence; b. Commission or threat of a dangerous act; or c. Commission or threat of an act that interferes with or disrupts an electronic, communication, information, or mechanical system; and 2. When one or both of the following applies: a. The effect is to intimidate or coerce a government, or to cause chaos among the civilian population or any segment thereof, or to disrupt any segment of the economy; or b. It is reasonable to believe the intent is to intimidate or coerce a government, or to seek revenge or retaliate, or to further political, ideological, religious, social or economic objectives or to express (or express opposition to) a philosophy or ideology. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 549 (04-15) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM BUSINESSOWNERS COVERAGE FORM COMMERCIAL UMBRELLA POLICY EXCESS LIABILITY POLICY Absolute Professional Liability Exclusion This policy does not insure against loss or expense, including but not limited to the cost of defense, arising out of or resulting from, directly or indirectly, the rendering of or failure to render professional services of any kind, or any error or omission, malpractice or mistake in the rendering of professional services of any kind, committed or alleged to have been committed by or on behalf of any insured. This exclusion applies to all loss sustained by any person, including emotional distress, whether alleged, threatened or actual including but not limited to negligence or other wrongdoing with respect to: a. Hiring, placement, employment, training, supervision or retention of a person for whom any Insured is or ever was legally responsible; or b. Investigation or reporting to the proper authorities, or failure to so report; or c. The failure to protect any person while that person was in the Insured’s care, custody or control. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 587 (12-17) Page 1 of 2 This Endorsement modifies insurance provided under the following: MOLESTATION OR ABUSE LIABILITY COVERAGE ENDORSEMENT CERTAIN CRIMINAL OR CIVIL PROCEEDING DEFENSE COSTS COVERAGE SCHEDULE LIMITS OF INSURANCE $10,000 EACH CLAIM PER NAMED INSURED $25,000 AGGREGATE LIMIT FOR ALL NAMED INSUREDS The following Additional Coverage is added to the Molestation Or Abuse Liability Coverage Endorsement listed above: 1. We will reimburse you for "defense costs" incurred in the defense of: (a) Any civil action, investigation or proceeding alleging that you committed "molestation or abuse"; or (b) Any criminal action, investigation or proceeding arising out of allegations that you committed "molestation or abuse"; We will only reimburse you for any such “defense costs” incurred by you if the alleged “molestation or abuse” is alleged to have first occurred during this policy period. However, we will not reimburse you for any such "defense costs" incurred by you under this Endorsement unless and until you are acquitted of all criminal charges or all such charges are withdrawn and/or all civil actions are dismissed with prejudice. 2. The insurance provided under this additional coverage does not apply to “defense costs” incurred in the defense of any civil or criminal action, investigation or proceeding if the “molestation or abuse” is alleged to have first occurred after the expiration date of this policy or prior to the inception date of this policy, even if it is alleged that such “molestation or abuse” continued into this policy period. 3. We are not obligated to defend you or to participate in the defense. However, you must report to us any allegations likely to result in a claim for "defense costs" under this endorsement, in accordance with the Section IV. 3. Duties In The Event of Professional Incident, Claim Or Suit of the Social Service Organization Professional Liability Coverage Form. We have the right, but not the duty, to associate ourselves in the defense of those allegations. If we avail ourselves of that right, you must cooperate with us to be eligible for the reimbursement of “defense costs” as outlined in this additional coverage. 4. No insurance is provided by this additional coverage for damages of any kind, judgments, settlements, fines or penalties, or any other matter whether or not insurable as a matter of law, or for "defense costs" incurred in any civil proceeding if those costs are covered under the MOLESTATION OR ABUSE LIABILITY COVERAGE ENDORSEMENT. 5. Regardless of the number of insureds under this additional coverage, our liability is limited as follows. The limit of insurance stated in the schedule as applicable to “Each Claim Per Named Insured” is the total limit of our liability for the sum of all “defense expense” incurred by any one named insured arising out of any incident or series of DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 587 (12-17) Page 2 of 2 incidents of alleged “molestation or abuse” of any one person which are alleged to have first occurred during the policy period. The limit of insurance stated in the schedule as applicable to “Aggregate Limit For All Named Insureds” is the total limit of our liability for the sum of all “defense expense” for all named insureds arising out of all incidents or series of incidents of alleged “molestation or abuse” which are alleged to have first occurred during the policy period. 6. For the purposes of this Additional Coverage only, the following definition is added: "Defense costs" means reasonable attorney fees and other reasonable expenses incurred by the insured in the investigation and defense of any criminal or civil action, investigation or proceeding, arising from allegations of “molestation or abuse”. "Defense costs" does not include salaries and expenses of our employees or employees of the insured. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 599 (04-15) Page 1 of 2 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Absolute Exclusion For Pollution, Organic Pathogen, Silica, Asbestos And Lead With A Hostile Fire Exception SECTION I – COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, f. Pollution is deleted in its entirety and replaced with the following: f. Pollution, Organic Pathogen, Silica, Asbestos and Lead (1) “Bodily injury” or “property damage”; or (2) Diminishing or lessening in value of property or for damages from the taking, use or acquisition or interference with the rights of others in property or air space; or (3) Loss, cost or expense, including but not limited to payment for investigation or defense, fines and penalties, arising out of any governmental or any private party action, that an insured or any other party test for, monitor, clean up, remove, contain, mitigate, treat, detoxify or neutralize or in any way respond to or assess the actual or alleged effects of “pollutants”, “organic pathogens”, “silica”, asbestos, or lead; arising directly, indirectly, in concurrence with or in any sequence out of the actual, alleged or threatened presence of or exposure to, ingestion, inhalation, absorption, contact with discharge, dispersal, seepage, release or escape of “pollutants”, “organic pathogens”, “silica”, asbestos, or lead, whether or not any of the foregoing are (1) sudden, accidental or gradual in nature; (2) intentional; or (3) expected or intended from the standpoint of the insured. This exclusion applies even if the “pollutant”, “organic pathogen”, “silica”, asbestos, or lead has a function in, or is used by you in your business, operations, premises, site or location. This exclusion does not apply to "bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire" unless that "hostile fire" occurred or originated: (1) At any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; or (2) At any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations to test for, monitor, clean up, remove, contain, treat, detoxify, neutralize or in any way respond to, or assess the effects of, "pollutants". This exclusion does not apply to “bodily injury” or “property damage” arising from the consumption of food products intended for human consumption. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 599 (04-15) Page 2 of 2 “Pollutants” mean[s] any solid, liquid, gaseous, bacterial, fungal, electromagnetic, thermal or other substance that can be toxic or hazardous, cause irritation to animals or persons and/or cause contamination to property and the environment including smoke, vapor, soot, fumes, acids, alkalis, chemicals, toxic materials, “volatile organic compound” and gases therefrom, radon, combustion byproducts and waste. Specific examples identified as pollutants include, but are not limited to, diesel, kerosene, and other fuel oils . . . carbon monoxide, and other exhaust gases . . . mineral spirits, and other solvents . . . tetrachloroethylene, perchloroethylene (PERC), trichloroethylene (TCE), methylene chloroform, and other dry cleaning chemicals . . . chlorofluorocarbons, chlorinated hydrocarbons, adhesives, pesticides, insecticides . . . and all substances specifically listed, identified, or described by one or more of the following references: Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) Priority List Hazardous Substances (1997 and all subsequent editions), Agency for Toxic Substances And Disease Registry ToxFAQs™, and/or U.S. Environmental Protection Agency EMCI Chemical References Complete Index. “Silica” means silica in any form and any of its derivatives, including but not limited to silica dust, silicon dioxide, crystalline silica, quartz, or non-crystalline (amorphous) silica. “Volatile organic compound” means any compound which discharges organic gases as it decomposes or evaporates, examples of which include but are not limited to formaldehyde, pesticides, adhesives, construction materials made with organic chemicals, solvents, paint, varnish and cleaning products. “Waste” means any property intended to be disposed, recycled, reused or reclaimed by the owner or user thereof. “Organic pathogen” means any organic irritant or contaminant, including but not limited to mold, fungus, bacteria or virus, including but not limited to their byproduct such as mycotoxin, mildew, or biogenic aerosol. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 610 (04-15) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM BUSINESSOWNERS COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM Expanded Definition Of Bodily Injury The Definition of "bodily injury" is removed in its entirety and replaced with the following: “Bodily injury” means: a. bodily injury, b. sickness, c. disease; or d. mental anguish or emotional distress arising out of a., b., or c., above, sustained by a person, including death resulting from any of these at any time. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 703 DWL YS (10-14) Page 1 of 4 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Molestation Or Abuse Insurance (“Defense Expenses” Inside Limits) It is agreed that there is no coverage under this policy for “Molestation or Abuse” except as provided by this endorsement. Schedule LIMITS OF INSURANCE* EACH CLAIM: $__________ AGGREGATE: $__________ * If no entry appears above, information required to complete this endorsement will be shown in the Declarations. The following COVERAGE M. –MOLESTATION OR ABUSE INSURANCE, is added to SECTION I – COVERAGES: 1. Insuring Agreement a. We will pay those sums you become legally obligated to pay as damages because of any “molestation or abuse” to which this insurance applies. We will have the right and duty to defend you against any “suit” seeking those damages. However, we will have no duty to defend you against any “suit” seeking damages to which this insurance does not apply. We may at our discretion investigate and settle any claim or “suit” that may result. But: (1) The amount we will pay for damages, including but not limited to the cost of “defense expenses”, together and in total is limited as described in SECTION III – LIMITS OF INSURANCE of this endorsement; and (2) When we have used up the limits described for COVERAGE M by paying settlements, judgments, or “defense expense”, we will have no further right or duty to defend any claims or suits under this endorsement, whether pending at that time or started afterwards. b. This insurance applies to damages from “molestation or abuse” only if: (1) The “molestation or abuse” takes place in the “coverage territory” and; (2) The “molestation or abuse” first occurs during the policy period and; (3) The “molestation or abuse” to which this insurance applies and for which the claim is made: (a) occurred to a person while that person was a “participant” in a program, service, event or other activity sponsored, organized, operated, managed or otherwise directed by the Named Insured and; (b) while the person was in any Named Insured’s care, custody or control or; (c) was in the care, custody or DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 703 DWL YS (10-14) Page 2 of 4 control of one or more of the Named Insured’s “employees” with the Named Insured’s knowledge and consent. c. Multiple acts of “molestation or abuse” of one or more persons committed by any one person or multiple acts of “molestation or abuse” of one or more persons committed by more than one person acting in concert, shall be deemed to be one occurrence of “molestation or abuse” and to have first occurred at the time of the earliest “molestation or abuse”; No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTAL PAYMENTS – COVERAGE M. 2. Exclusions This insurance does not apply to: a. Any person who committed or is alleged to have committed any actual or alleged “molestation or abuse”. b. Liability of others assumed by you under any contract or agreement either oral or in writing unless specifically endorsed hereon; c. Any obligation for which you or any carrier as your insurer may be held liable under workmen’s compensation, unemployment compensation, disability benefits law, employers liability, stop gap liability or under any similar law, whether based on statute, regulation or judicial determination; d. Any loss or claim either directly or indirectly arising from your activities as an officer or director of any corporation, company or business that is not the Named Insured; e. Any claim for punitive or exemplary damages; f. Any claim arising out of “molestation or abuse” by any one person which first occurs prior to the inception of this policy even if such “molestation or abuse” continues into this policy period. SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A & B, is deleted in its entirety and is replaced with the following, but only with respect to COVERAGE M – MOLESTATION OR ABUSE INSURANCE: SUPPLEMENTAL PAYMENTS – COVERAGE M 1. We will pay, with respect to any claim we investigate or settle, or any “suit” against you we defend: a. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. b. All interest on the full amount of any judgment that accrues after entry of judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limits of insurance. These payments will not reduce the limits of insurance. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 703 DWL YS (10-14) Page 3 of 4 SECTION II – WHO IS AN INSURED is deleted in its entirety and replaced with the following but only with respect to COVERAGE M –MOLESTATION OR ABUSE INSURANCE: 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of the business or program, service, event or other activity of the Named Insured. b. A partnership or joint venture, you are an insured. Your members, your partner, and their spouses are also insureds, but only with respect to the conduct of the business or program, service, event or other activity of the Named Insured. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of the business or program, service, event or other activity of the Named Insured. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your “executive officers” and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Your “employees” other than either your “executive officers” (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company) are also insureds, but only for acts within the scope of their employment by you or while performing duties related to the conduct of the business or program, service, event or other activity of the Named Insured or “volunteer workers” only while performing duties related to the conduct of the business or program, service, event or other activity of the Named Insured. SECTION III – LIMITS OF INSURANCE is amended with the following additions; 8. Regardless of the number of insureds, claims made or “suits” brought, persons or organizations making claims or bringing “suits” under this policy, our liability is limited as follows: a. The limit of insurance stated in the schedule for COVERAGE M as applicable to “each claim” is the limit of our liability for the sum of: (1) All damages arising out of or resulting from any incident or a series of incidents of “molestation or abuse” by any one person. Multiple acts of “molestation or abuse” of one or more persons committed by any one person or multiple acts of “molestation or abuse” of one or more persons committed by more than one person acting in concert, shall be deemed to be one “molestation or abuse”; and (2) Related “defense expense”. b. The limit of insurance stated in the schedule for COVERAGE M as “aggregate” is the total limit of our liability under this coverage for all damages and “defense expense” under this endorsement. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 703 DWL YS (10-14) Page 4 of 4 The conditions 1. though 9. in SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS apply to COVERAGE M as well. For the purposes of this endorsement, the following definitions shall apply: “Molestation or Abuse” means sexual or physical injury or abuse of any person. “Defense Expense” means payments allocated by us to a specific claim or “suit” for its investigation, settlement or defense, including attorneys’ fees and other litigation expenses, the cost of bonds to appeal judgment or award in any “suit” we defend and costs taxed against the insured in the “suit”. The cost of bonds to release attachments, but only for the bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or “suit”, including actual loss of earnings up to $250 a day because of time off from work. “Participant” means any person, including players, coaches, managers, staff members, team workers, officials, cheerleaders, customers and volunteers, who are instructing, supervising, training or practicing for, participating in or otherwise involved in any games, sports or athletic activity, contest or exhibition that you organized, operated, managed or otherwise directed. SECTION V – DEFINITIONS, 18. “Suit”, is replaced by the following: 18. “Suit” means a civil proceeding in which damages to which this insurance applies are alleged. “Suit” includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent.. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 705 YS (05-10) Page 1 of 3 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM “ASSAULT” OR “BATTERY” SUBLIMIT (Defense Inside Limits) Schedule “ASSAULT” OR “BATTERY” LIMITS OF INSURANCE EACH OCCURRENCE $50,000 AGGREGATE $50,000 SECTION III – LIMITS OF INSURANCE is amended by the addition of the following: Regardless of the number of insureds and/or Limits of Liability under other coverage parts, coverage forms or endorsements; claims made or “suits” brought; or persons or organizations making claims or bringing “suits” for “assault” or “battery”: a. The limits of insurance shown in the above Schedule are the most we will pay for the sum of all “bodily injury”, “property damage”, “personal or advertising injury”, medical payments and “defense expense”, combined arising out of or resulting from, directly or indirectly, any “assault” or “battery” covered by this insurance or any acts or omissions of any insured, its employees, agents, officers, directors, patrons or other persons resulting from any "assault" or battery" and occurring subsequent in time thereto which caused or are alleged to have caused, directly or indirectly, any "bodily injury", "property damage", or "personal and advertising injury" to any person. b. When we have used up the limits of insurance shown in the above Schedule in payment of damages and/or “defense expenses” we will have no further duty to defend any claims or “suits” whether pending at the time or started afterwards. The limit of insurance shown in the above Schedule as AGGREGATE is the most we will pay for all damages and “defense expense” under the COMMERCIAL GENERAL LIABILITY COVERAGE FORM and /or Limits of Liability under other coverage parts, coverage forms or endorsements. SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended by the addition of the following: Coverage under this policy does not apply to any claim, demand or “suit” based on “assault” or “battery”, or out of any act or omission in connection with the prevention or suppression of any “assault” or “battery”, including the use of reasonable force to protect persons or property, by or on a “player” whether caused by or at the instigation or direction of any insured, its “employees”, agents, officers or directors, patrons, spectators, “players" or any other person. Further, no coverage is provided under this policy for any claim, demand or suit in which the underling operative facts constitute “assault” or ‘battery” by or on a DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 705 YS (05-10) Page 2 of 3 “player”. This exclusion applies to all “bodily injury”, “property damage”, “personal and advertising injury” or medical payments sustained by any “player”, including emotional distress and mental anguish, arising out of “assault” or “battery” whether alleged, threatened or actual including but not limited to “assault” or “battery” arising out of or caused in whole or in part by negligence or other wrongdoing with respect to: a. Hiring, placement, employment, training, supervision or retention of a person for whom any insure is or ever was legally responsible; or b. Investigation or reporting any “assault” or “battery” to the proper authorities; or c. The failure to so report or the failure to protect any person while that person was in the care, custody or control of any insured, its “employees”, agents, officers or directors; or d. Any other negligent action. “Bodily injury”, “property damage” or “personal and advertising injury” sustained by the spouse, child, parent, brother or sister of a “player(s)” as a consequence of “bodily injury”, “property damage”, or “personal and advertising injury” to such “player”. Any claims or “suits” by any person or organization for damages because of such “bodily injury”, “property damage”, or “personal and advertising injury” including damages for care and loss of services. These exclusions shall apply whether or not the athletic activity, physical activity or sport is performed in a class, competition, exhibition, game, practice or other setting. COVERAGE FORM; SECTION III – LIMITS OF INSURANCE; paragraph 2., is amended by the addition of the following: d. Claims, demands or “suits” based on “assault” or “battery”, and all damages and/or “defense expenses” covered under this “ASSAULT” OR “BATTERY” SUBLIMIT endorsement. For the purposes of this endorsement, the following definitions shall apply: “Assault” means the threat or use of force on another that causes that person to have apprehension of imminent harmful or offensive conduct, whether or not the threat or use of force is alleged to be negligent, intentional or criminal in nature. “Battery” means negligent or intentional wrongful physical contact with another without consent that results in physical or emotional injury. “Defense expense” means expenses incurred by us in the investigation, defense or settlement of any claim or “suit” covered under this endorsement including but not limited to: a. Attorneys’ fees; b. Court costs and other litigation expenses; c. The cost of bonds to appeal a judgment or award on any “suit” we defend; d. The cost of bonds to release attachments; e. Costs taxed against the insured in the “suit”; Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 705 YS (05-10) Page 3 of 3 prejudgment interest based on that period of time after the offer; and All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. “Player” means a participant, whether or not registered with the Named Insured, while practicing for or participating in or otherwise involved in any games, sport or athletic activity, contest or exhibition organized, operated, managed, sponsored or otherwise directed by the Named Insured. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 735 YS (12-18) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA POLICY EXCESS LIABILITY POLICY EXCLUSION – DESIGNATED SPORTS AND ACTIVITIES This insurance does not apply to “bodily injury”, “property damage”, “personal and advertising injury” or medical payments to or for “participant(s)” arising out of or resulting from, directly or indirectly any practice, instruction, participation, demonstration or any activity, related to, involved with or in connection with the following: Animals Equestrian Rodeo BMX/Stunt Cycling Fencing Rugby Boating Fireworks Scuba Diving Bonfires Gambling Shooting Sports Boxing Gymnastics Skateboarding Carnivals Haunted Attractions Skating “Competitive Cheerleading” Hayrides Skiing Child Care Services Ice Hockey Sky Diving Climbing Walls Mechanical Rides Snow Boarding Concerts Motor Sports Surfing Contact Martial Arts Overnight Camping Tackle Football Cycling Paintball Water Polo Diving Pyrotechnic Displays Wrestling For purposes of this endorsement only: “Participant(s)” means any person, including players, coaches, managers, staff members, team workers, officials, cheerleaders, customers and volunteers, who are instructing, supervising, training or practicing for, participating in or otherwise involved in any games, sports or athletic activity, contest or exhibition. “Competitive Cheerleading” includes but is not limited to tumbling, tossing, lifts, throws, flips, stunts, pyramids, gymnastics and similar activities whether or not performed or intended to be performed in front of judges. “Competitive Cheerleading” does not include dance routines that do not involve any of the activities listed herein. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 736 YS (11-13) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA POLICY EXCESS LIABILITY POLICY Exclusion – Non-Roster Participant This policy does not insure against loss or expense, including but not limited to the cost of defense, to “non-roster participants” arising from or resulting, directly or indirectly, from practicing for or participating in any games, sports or athletic activity, contest or exhibition. For purposes of this endorsement only: “Non-roster participant(s)” means any person who is not a registered member in good standing of your organization, including but not limited to players, coaches, managers, assistants staff members, team workers, officials, cheerleaders, customers and volunteers, who are instructing, supervising, training or practicing for, participating in or otherwise involved in any games, sports or athletic activity, contest or exhibition. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 739 YS (09-09) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM WAIVER OF LIABILITY AND RELEASE ENDORSEMENT It is agreed that SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add the following: As a condition of coverage, the Named Insured represents and warrants that it has obtained and will maintain during the coverage term of this policy, a written waiver of liability and release, (“waiver”) from each and every “participant” or a “participant’s” legal guardian (if under eighteen (18) years of age) as a condition of participation. The “waiver” shall be written to protect the Named Insured from any and all liability, loss, expense, attorney fees, either direct or consequential, or claims for injury (including death) or loss or damage arising out of such person’s participation in an activity, or sport organized, operated, managed or sponsored by the Named Insured. The failure of the Named Insured to comply with this condition shall be grounds for denial of coverage by the company for any claim or claims brought against any insured for “bodily injury”, “property damage” or “personal and advertising injury” by any “participant(s) arising out of any activity, or sport organized, operated, managed or sponsored by the Named Insured. For purposes of this endorsement: “Participant(s)” means any person, including players, coaches, managers, staff members, team workers, officials, cheerleaders, customers and volunteers, who are instructing, supervising, training or practicing for, participating in or otherwise involved in any games, sports or athletic activity, contest or exhibition that you organized, operated, sponsored, managed or otherwise directed. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA L 783 NPP (07-18) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM AMENDMENT OF LIQUOR LIABILITY EXCLUSION It is agreed: SECTION I – COVERAGES; COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY; 2. Exclusions; c. Liquor Liability is deleted in its entirety and replaced with the following: c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Actual or alleged violation of any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", arises or results, directly or indirectly from Paragraph (1), or (2) or (3) above. However, this exclusion applies only if: (1) An insured is in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages; or (2) An insured sells, serves or furnishes alcoholic beverages in exchange for a charge, fee or donation of any kind; or (3) An insured permits a person to bring alcoholic beverages for consumption on any insured’s premises or at any insured’s event in exchange for a charge, fee or donation of any kind. All other terms and conditions of this policy remain the same. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA LLQ 100 (04-15) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM Throughout this policy, with the exception of SECTION II – WHO IS AN INSURED; when the word “insured(s)” is used it shall mean “any insured(s)”. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA LLQ 368 (04-15) Page 1 of 1 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM Separation Of Insureds Clarification Endorsement It is agreed that SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS and SECTION IV – LIQUOR LIABILITY CONDITIONS ; 7. Separation Of Insureds is deleted in its entirety and replaced with the following: 7. Separation of Insureds The Limits of Insurance of this policy applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or “suit” is brought, but nothing in this endorsement shall serve to increase the Limits of Insurance beyond the Per occurrence, per person, per premises, per common cause, aggregate or any similar limit stipulated in the Declarations. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 1 of 13 Non-Profit Management Liability Policy Directors and Officers Coverage Part In consideration of payment of the premium and subject to the Policy Declarations, General Terms and Conditions, and the limitations, conditions, provisions and all other terms of this Coverage Part, the Company and the Insureds agree as follows: Words that are in bold have special meaning and are defined in Section III. DEFINITIONS of this Coverage Part, or in Section I. DEFINITIONS of the General Terms and Conditions, incorporated in or attached to this Coverage Part, as applicable. ______________________________________________________________________________ I. INSURING AGREEMENTS A. Individual Insured – Non- Indemnified Coverage The Company will pay, on behalf of an Individual Insured, Loss and Defense Costs resulting from a Claim first made against an Individual Insured during the Policy Period, or Extended Reporting Period, if applicable, to the extent such Individual Insured is not indemnified by the Organization for such Loss and Defense Costs. B. Individual Insured – Indemnified Coverage The Company will pay, on behalf of the Organization, Loss and Defense Costs resulting from a Claim first made against an Individual Insured during the Policy Period, or Extended Reporting Period, if applicable, but only to the extent the Organization indemnifies such Individual Insured for such Loss and Defense Costs as permitted or required by law. C. Organization Coverage The Company will pay, on behalf of the Organization, Loss and Defense Costs resulting from a Claim first made against the Organization during the Policy Period, or the Extended Reporting Period, if applicable. ______________________________________________________________________________ II. INDIVIDUAL INSURED – NON-INDEMNIFIED COVERAGE ADDITIONAL LIMIT “Dedicated Limit – Insuring Agreement A” The Company shall pay an additional limit of liability, not to exceed an aggregate of $1,000,000 per Policy Period, solely for Loss covered under Section I. INSURING AGREEMENT, Subsection A. Individual Insured Non-Indemnified Coverage. This additional limit of liability shall be paid only after the applicable Limit of Liability for Individual Insured – Non- Indemnified Coverage of the Directors & Officers Liability Coverage Part shown in the Policy Declarations is completely exhausted by payment of Loss. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 2 of 13 ______________________________________________________________________________ III. DEFINITIONS Claim means any: 1. written demand for monetary damages or non- monetary relief, including injunctive relief; 2. civil proceeding commenced by service of a complaint or similar pleading; 3. criminal proceeding commenced by the return of an indictment; 4. administrative or regulatory proceeding commenced by the filing of a formal written notice of charges, notice of violations, notice of investigation, cease and desist or similar action; 5. arbitration, mediation or other alternative dispute resolution proceeding in which the Insured is obligated to participate if the Insured agrees to participate with the Company’s prior written consent; or 6. other proceeding initiated before any governmental body which is authorized to render an enforceable judgment, order for monetary damages or other relief; received by, or brought or initiated against any Insured alleging a Wrongful Act, including any appeal therefrom. Claim also means any: 7. written request, first received by an Insured to toll or waive a statute of limitations relating to a potential Claim as described in subparagraphs 1. through 6. above. A Claim shall be deemed made on the earliest of the date of service upon, or receipt by, any Insured of a potential Claim as described in subparagraphs 1. through 7. above. Defense Costs means: 1. reasonable and necessary legal fees and expenses incurred by the Company, or by any attorney designated by the Company to defend the Insured; and DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 3 of 13 2. all other fees, costs, costs of attachment or similar bonds (without any obligation on the Company’s part to apply for or furnish such bonds); resulting from the investigation, adjustment, defense and appeal of a Claim. Defense Costs does not include Loss or the Insured’s salaries, wages, overhead or benefits expenses. Employed Attorney Services means legal services provided by any Individual Insured, but only to the extent that such services are performed directly to the Organization and in the Individual Insured’s capacity as an Employee of the Organization. Any services rendered by an Individual Insured for any party other than the Organization shall not constitute Employed Attorney Services. Employee means any natural person whose labor or service is engaged and directed by the Organization while performing duties related to the conduct of the Organization’s business and includes leased, part-time, seasonal and temporary workers, independent contractors, volunteers and interns. Executive means any natural persons who are directors, trustees, officers, managing members, advisory board members or committee members or any equivalent position of the Organization. Excess Benefit Transaction means a transaction as defined in Internal Revenue Code, Title 26 §4958 (c)(1). Excess Benefit Transaction Excise Tax means any excise tax imposed by the Internal Revenue Service, pursuant to Section 4958(a)(2) of the Internal Revenue Code, 26 U.S.C. § 4958(a)(2), against an Individual Insured who participated as an Organization Manager in connection with an Excess Benefit Transaction. Individual Insured means any past, present or future: 1. Executive; 2. Employee; or DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 4 of 13 3. the estates, heirs, legal representatives or assigns of 1. and 2., above in the event of their death, incapacity or bankruptcy. Loss means the amount the Insured becomes legally obligated to pay as a result of a Claim, including: 1. damages, settlements and judgments; 2. pre-judgment and post judgment interest; 3. punitive or exemplary damages to the extent such damages are insurable under applicable law, statute or regulation; 4. the multiplied portion of any multiple damage award to the extent such damages are insurable under applicable law, statute or regulation; and 5. any ten percent (10%) Excess Benefit Transaction Excise Tax assessed by the Internal Revenue Service against any Individual Insured, subject to a $100,000 maximum sublimit of liability per Policy Period for Loss and Defense Costs, combined provided, however that indemnification by the Organization for such taxes is not expressly prohibited in the bylaws, certificate of incorporation or other governing documents of the Organization. This sublimit of liability is part of and not in addition to the applicable Directors and Officers Limit of Liability as set forth on the Policy Declarations. For the purpose of determining the insurability of damages in items 3. and 4. above, the laws of the jurisdiction most favorable to the insurability of such damages shall control; provided that such jurisdiction has a substantial relationship to the relevant Insured or to the Claim giving rise to the damages. However, Loss does not include: 1. fines, penalties, sanctions and forfeitures; 2. taxes, except for any ten percent (10%) Excess Benefit Transaction Excise Tax as outlined in subparagraph 5. above of this definition of “Loss”, or as otherwise provided by endorsement; 3. any amount uninsurable under the law pursuant DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 5 of 13 to which this Policy is construed; 4. cost of compliance with any order for, grant of or agreement to provide non-monetary or injunctive relief; 5. any unpaid salary, wages, commissions, severance, bonus or incentive compensation that is due or alleged to be due to any person; or 6. any amount for which an Individual Insured is absolved from payment by reason of any covenant, agreement or court order. Organization Manager means a person or persons described in Internal Revenue Code, Title 26 §4958(f). Outside Entity means any not-for-profit organization that qualifies as such under Section 501(c) of the Internal Revenue Code of 1986 (as amended), that is not an Insured. Outside Capacity means the service, other than Employed Attorney Services, of an Individual Insured while acting in the capacity of director, officer, trustee, managing member or any equivalent position of an Outside Entity, but only if such service is provided on behalf of the Outside Entity with the specific knowledge, request, consent or direction of the Named Insured. Personal Injury Wrongful Act means any actual or alleged false arrest, wrongful detention, malicious prosecution, invasion of privacy, wrongful entry or eviction, libel, slander or defamation. Pollutants means any solid, liquid, gaseous, bacterial, fungal, electromagnetic, thermal or other substance, smoke, vapor, soot, fumes, acids, alkalis, chemicals, toxic materials, ‘Volatile Organic Compound’, ‘Organic Pathogen’, ‘Silica’, asbestos, lead and gases therefrom, radon, combustion byproducts, noise and ‘Waste’. Specific examples include, but are not limited to diesel, kerosene, and other fuel oils, carbon monoxide, and other exhaust gases, mineral spirits and other solvents, tetrachloroethylene, perchloroethylene (PERC), trichloroethylene (TCE), methylene chloroform, and other dry cleaning chemicals, chlorofluorocarbons, chlorinated hydrocarbons, adhesives, pesticides, insecticides, and all substances specifically listed, identified, or described by one or more of the following references: DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 6 of 13 1. Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) Priority List Hazardous Substances (1997 and all subsequent editions); or 2. Agency for Toxic Substances And Disease Registry ToxFAQs™; or 3. U.S. Environmental Protection Agency EMCI Chemical References Complete Index. For the purposes of this definition; 1. ‘Volatile Organic Compound’ means any compound which discharges organic gases as it decomposes or evaporates, examples of which include but are not limited to formaldehyde, pesticides, adhesives, construction materials made with organic chemicals, solvents, paint varnish and cleaning products. 2. ‘Organic Pathogen’ means any organic irritant or contaminant, including but not limited to mold, fungus, bacteria or virus, including but not limited to their byproduct such as mycotoxin, mildew, or biogenic aerosol. 3. ‘Silica’ means silica in any form and any of its derivatives, including but not limited to silica dust, silicon dioxide, crystalline silica, quartz, or non-crystalline (amorphous) silica. 4. ‘Waste’ means any property intended to be disposed, recycled, reused or reclaimed by the owner or user thereof. Publisher Wrongful Act means any infringement of copyright, trademark, unauthorized use of title, or plagiarism or misappropriation of ideas. Wrongful Act means any: 1. actual or alleged act, error, omission, misstatement, misleading statement, neglect, or breach of duties; 2. Personal Injury Wrongful Act; 3. Publisher Wrongful Act; or 4. Employed Attorney Services committed or allegedly committed by: DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 7 of 13 a. the Organization; b. any Individual Insured, arising solely from duties conducted on behalf of the Organization or asserted against an Individual Insured because of 1. above; or c. any Individual Insured while acting in an Outside Capacity. ______________________________________________________________________________ IV. EXCLUSIONS A. The Company shall not be liable to make payment for Loss or Defense Costs in connection with any Claim made against the Insured arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any actual or alleged: Conduct 1. deliberately fraudulent act, omission, criminal act, or willful violation of any statute or regulation by any Insured; or 2. any Insured having gained any profit, remuneration or other advantage to which such Insured was not legally entitled; provided that this exclusion will not apply to Defense Costs incurred until: a. a final, non-appealable adjudication in any underlying proceeding or action establishes such conduct; or b. the Insured has admitted, stipulated or pleaded no contest to such conduct; Bodily Injury/Property Damage 1. bodily injury, assault, battery, sickness, disease, death, mental anguish, humiliation or emotional distress of any person; or 2. damage to or destruction of any tangible property including any resulting loss of use thereof; provided that this exclusion shall not apply to any mental anguish, humiliation or emotional distress asserted in an otherwise covered Claim alleging a Personal Injury Wrongful Act. Employee Benefits pension, profit sharing, welfare benefit or other employee benefit program established in whole or in part for the benefit of any Individual Insured, or based upon, arising out of or in any way involving the Employee Retirement Income Security Act of 1974 (or DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 8 of 13 any amendments thereof or regulations promulgated there under) or similar provisions of any federal, state or local statutory law or common law; Insured vs Insured Claim brought by or on behalf of any Insured; provided that this exclusion shall not apply to: 1. any derivative action on behalf of, or in the name or right of the Organization, if such action is brought and maintained independent of and without the solicitation, assistance, participation or intervention of any Insured; 2. any Claim in the form of a cross claim, third party claim or other claim for contribution or indemnity by any Individual Insured which is part of or results directly from a Claim which is not otherwise excluded under this Policy; 3. any Claim brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, liquidator, receiver, rehabilitator, or creditors committee for an Organization; or 4. any Claim brought and maintained by or on behalf of any former Executive, but only if such Claim does not arise out of, directly or indirectly result from, is in consequence of, or in any way involves any Wrongful Act, responsibilities, actions or failure to act by any Insured during the tenure of service of such former Executive. Employment Practices refusal to employ, termination of employment, or employment related coercion, demotion, evaluation, reassignment, discipline, workplace conditions, false imprisonment, defamation, harassment, humiliation, or discrimination of employment, or other employment- related practices, policies, acts or omissions or sexual harassment by any Insured against any person(s) or entity; or negligence involving any of the foregoing; it being understood that this exclusion applies whether the Insured may be held liable as an employer or in any other capacity and to any obligation to contribute with or indemnify another with respect to such Claim; Discrimination discrimination, including but not limited to discrimination based on religion, race, creed, color, sex, age, marital status, sexual preference, pregnancy, DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 9 of 13 handicap or disability; Outside Entity vs. Insured Claim made by or on behalf of an Outside Entity or one or more of the Outside Entity’s directors, officers, trustees, managing members or any equivalent position against an Individual Insured acting in an Outside Capacity, provided, however that this exclusion shall not apply to: 1. any Claim brought derivatively on behalf of the Outside Entity, independently and without the direct solicitation, participation, intervention or assistance of the Outside Entity or any Insured in an Outside Capacity; 2. any Claim in the form of a cross claim, third party claim or other claim for contribution or indemnity by an Insured acting in an Outside Capacity and which is part of or results directly from a Claim which is not otherwise excluded under this Policy; and 3. any Claim brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, liquidator, receiver, rehabilitator, or creditors committee for an Outside Entity against an Insured acting in an Outside Capacity for such Outside Entity. Pollution 1. discharge, emission, release, seepage, migration, dispersal or escape of Pollutants or any threat thereof, including nuclear reaction, radiation or contamination; or 2. treatment, removal or disposal of any Pollutants; 3. regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any Pollutants; or any voluntary decision to do so; or 4. actual or alleged property damage including loss of use, bodily injury, sickness, disease or death of any person, or financial loss to an Organization or Outside Entity, their security holders, or their creditors resulting from any of the aforementioned matters in 1., 2., or 3. above of this Exclusion. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 10 of 13 Prior or Pending Litigation litigation, demand, claim, arbitration, decree, judgment, proceeding, or investigation against any Insured, which was pending on or prior to the Prior or Pending Litigation date referenced on the Policy Declarations, or any such action based on the same or essentially the same fact, circumstance, matter, situation, transaction or event underlying or alleged therein; Prior Notice 1. fact, circumstance, matter, situation, transaction, event, or Wrongful Act that, before the effective date of this Policy, was the subject of any notice given under any similar policy of insurance; or 2. other fact, circumstance, matter, situation, transaction, event, or Wrongful Act whenever occurring, which together with a fact, circumstance, matter, situation, transaction, event, or Wrongful Act described in subparagraph 1. above, would constitute Interrelated Wrongful Acts; Prior Wrongful Acts of Subsidiaries 1. Wrongful Act committed by an Individual Insured of any Subsidiary, or by such Subsidiary, occurring before the date such entity became a Subsidiary; or 2. other fact, circumstance, matter, situation, transaction, event, or Wrongful Act whenever occurring, which together with a fact, circumstance, matter, situation, transaction, event, or Wrongful Act described in subparagraph 1. above, would constitute Interrelated Wrongful Acts; Professional Services rendering or failure to render legal (except Employed Attorney Services), medical, psychological, counseling services or referrals, if the Claim is brought by or on behalf of any individual and/or entity for whom such services were, now are, or shall be performed; provided that this exclusion shall not apply to that part of a Claim against an Individual Insured which alleges that the Individual Insured, in his or her capacity as such, failed to supervise those who performed such services. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 11 of 13 B. The Company shall not be liable to make payment for Loss or Defense Costs in connection with any Claim made against the Insured for actual or alleged: Contract liability of the Insured under any express contract or agreement to which an Organization is a party, provided that this exclusion shall not apply to: 1. the extent that such Organization would have been liable in the absence of such contract or agreement; and 2. any Claim against an Individual Insured. No Wrongful Act of one or more Insureds shall be imputed to any other Insured for the purpose of determining the applicability of any of the above exclusions in Section A. or B. above. ______________________________________________________________________________ V. ORDER OF PAYMENTS In the event of Loss arising from a Claim for which payment is concurrently due under Insuring Agreement A., Individual Insured - Non-Indemnified Coverage, and one or more of the other Insuring Agreements of this Coverage Part, the Company shall: 1. first pay Loss for which coverage is provided under Insuring Agreement A., Individual Insured - Non- Indemnified Coverage; then 2. with respect to whatever remaining amount of the Limit of Liability is available after payment above, pay such Loss for which coverage is provided under any other Insuring Agreement. Except as otherwise provided above, the Company may pay covered Loss as it becomes due under this Coverage Part without regard to the potential for other future payment obligations under this Coverage Part. ______________________________________________________________________________ VI. LIFETIME OCCURRENCE REPORTING PROVISION A. If this Policy is cancelled or not renewed by the Named Insured for any reason other than being sold, acquired, or declaring bankruptcy, each Individual Insured who did not serve as such at the time of the cancellation or non-renewal, shall be provided with an unlimited extension of time to report any Claim first DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 12 of 13 made against such Individual Insured after the effective date of such cancellation or non-renewal, subject to the following conditions: 1. the Claim results from a Wrongful Act committed by the Individual Insured before the effective date of cancellation or non-renewal; and 2. the Wrongful Act was actually or allegedly committed during a Policy Period of a Policy issued by the Company; and 3. such Individual Insured was serving in such capacity during the Policy Period of a Policy issued by the Company; and 4. no Directors & Officers Liability policy, or similar policy providing essentially the same type of coverage, or extended reporting period, is in effect at the time the Claim is first made against such Individual Insured; and 5. the Claim is not otherwise excluded by the Policy issued by the Company in effect at the time the Wrongful Act actually or allegedly occurred; such Policy shall be the Policy under which coverage is applicable including all terms, conditions, limits, retentions, and endorsements therein. 6. the Company will have written continuous coverage for Named Insured from the effective date of the first Policy the Company issued to the date of cancellation or non-renewal of this Policy. B. The LIFETIME OCCURRENCE REPORTING PROVISION described herein shall not apply to any Claim made against any Individual Insured caused by, arising or resulting, directly or indirectly from or in consequence of the Individual Insured’s serving in an Outside Capacity for an Outside Entity. _____________________________________________________________________________ VII. TIMELY NOTICE AND RESOLUTION INCENTIVE Retention Forgiveness In the event of a Claim, the Company shall waive the applicable retention under this Coverage Part, up to a maximum of $10,000, if each of the following conditions are met: 1. The Claim is reported to the Company within thirty (30) days of first receipt by an Insured; and 2. The Company successfully negotiates a DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 100 (05-17) Page 13 of 13 settlement of the Claim within the Limits of Liability of this Coverage Part; and 3. The Insured consents to the settlement of the Claim without condition within thirty (30) days after notice of the settlement is provided to the Insured by the Company; and 4. Settlement of the Claim is finalized by the Company within ninety (90) days of the Claim being first reported to the Company. ______________________________________________________________________________ VIII. OUTSIDE DIRECTORSHIP PROVISION In the event a Claim is made against any Individual Insured arising out of their service as a director, officer, trustee, managing member or any equivalent positions of an Outside Entity, coverage afforded under this Policy shall be excess of any indemnification provided by the Outside Entity and any insurance provided to the Outside Entity which covers its directors, trustees, officers, managing members or any equivalent position. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 1 of 10 Non-Profit Management Liability Policy Employment Practices Coverage Part In consideration of payment of the premium and subject to the Policy Declarations, General Terms and Conditions, and the limitations, conditions, provisions and all other terms of this Coverage Part, the Company and the Insureds agree as follows: Words that are in bold have special meaning and are defined in Section II. DEFINITIONS of this Coverage Part, or in Section I. DEFINITIONS of the General Terms and Conditions, incorporated in or attached to this Coverage Part, as applicable. ______________________________________________________________________________ I. INSURING AGREEMENTS The Company will pay on behalf of an Insured, Loss and Defense Costs resulting from a Claim first made against an Insured during the Policy Period or during any Extended Reporting Period, if applicable, by or on behalf of: A. Employment Practices Liability any Employee or applicant for employment for a Wrongful Employment Act; or B. Third Party Liability any natural person, other than an Employee, for a Wrongful Third Party Act. _____________________________________________________________________________ II. DEFINITIONS Claim means any: 1. written notice received by an Insured that any person or entity intends to hold such Insured responsible for a Wrongful Act, including a written demand for monetary or non-monetary relief, including injunctive relief; 2. civil proceeding commenced by the service of a complaint or similar pleading; 3. formal civil, administrative or regulatory proceeding or formal civil, administrative or regulatory investigation, including any such proceeding brought by or in association with the Equal Employment Opportunity Commission or any similar federal, state or local agency with jurisdiction over an Organization’s employment practices; 4. arbitration or mediation proceeding commenced by receipt of a demand for arbitration, demand for mediation or similar document; or 5. Notice of Violation or Order to Show Cause or DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 2 of 10 written demand for monetary relief or injunctive relief, commenced by the receipt by an Insured of such Notice, Order or written demand, issued by the Office of Federal Contract Compliance Programs; received by, or brought or initiated against any Insured alleging a Wrongful Act, including any appeal therefrom. Claim also means any: 6. written request, first received by an Insured to toll or waive a statute of limitations relating to a potential Claim as described in subparagraphs 1. through 5. above. A Claim shall be deemed made on the earliest of the date of service upon, or receipt by, any Insured of a potential Claim as described in subparagraphs 1. through 6. above. Notwithstanding the foregoing, Claim shall not include any labor dispute or grievance proceeding, arbitration or other proceeding brought against any Insured pursuant to a collective bargaining agreement. Confidential Employee Information means any non-public, personally identifiable information regarding an Employee, collected, stored or transmitted by an Organization, for the purpose of establishing or maintaining an employment relationship. Defense Costs means: 1. reasonable and necessary legal fees and expenses incurred by the Company, or by any attorney designated by the Company to defend the Insured; and 2. all other fees, costs, costs of attachment or similar bonds (without any obligation on the Company’s part to apply for or furnish such bonds); resulting from the investigation, adjustment, defense and appeal of a Claim. Defense Costs does not include Loss or salaries, wages, overhead, benefits expenses of any Individual Insured. Employee means any natural person whose labor or service is engaged and directed by the Organization while performing duties related to the conduct of the Organization’s business and DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 3 of 10 includes leased, part-time, seasonal and temporary workers, independent contractors, volunteers and interns. Employee Benefits means perquisites, fringe benefits, deferred compensation or payments (including insurance premiums) in connection with an employee benefit plan, and any other payment to or for the benefit of an Employee arising out of the employment relationship. Employee Benefits shall not include salary, wages, commissions, or non-deferred cash incentive compensation. ERISA or any similar act means the Employee Retirement Income Security Act of 1974, as amended, or any similar common or statutory law of the United States, Canada or their states, territories or provinces or any other jurisdiction anywhere in the world. Executive means any natural persons who serve as directors, trustees, officers, managing members, advisory board members or committee members or any equivalent position of the Organization. Fair Labor Standards Act Violation shall mean any actual or alleged violation of the Fair Labor Standards Act, any amendments thereto or the provisions of any similar federal, state or local law regulating minimum wage, working hours, overtime, child labor, record keeping and other matters regulated under the federal Fair Labor Standards Act, including misrepresentation under these laws. Fair Labor Standards Act Violation does not mean any actual or alleged violation of the Equal Pay Act, any amendments thereto or the provisions of any similar federal, state or local law. Harassment means: 1. sexual harassment including unwelcome sexual advances, requests for sexual favors or other verbal or physical conduct of a sexual nature that are made a condition of employment, are used as a basis for employment decisions, or create a work environment that is hostile, intimidating or offensive or that otherwise interferes with performance; or 2. other workplace harassment, including workplace bullying, which creates a work environment that is hostile, intimidating or offensive or that otherwise interferes with performance. Individual Insured means any past, present or future: DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 4 of 10 1. Executive; 2. Employee; or 3. the estates, heirs, legal representatives or assigns of 1. and 2. above in the event of their death, incapacity or bankruptcy. Loss means the amount the Insured becomes legally obligated to pay as a result of a Claim, including: 1. damages, settlements, and judgments; 2. front pay and back pay; 3. pre-judgment and post judgment interest; 4. liquidated damages awarded by a court pursuant to a violation of the Equal Pay Act, the Age Discrimination in Employment Act and the Family Medical Leave Act, all as amended, or any rules or regulations promulgated thereunder, or similar provisions of any federal, state or local law, statute or regulation; 5. punitive or exemplary damages to the extent such damages are insurable under applicable law, statute or regulation; 6. the multiplied portion of any multiple damage award to the extent such damages are insurable under applicable law, statute or regulation; and 7. attorney’s fees awarded by a court against an Insured to a person or entity bringing a Claim or agreed to by the Company, in writing, in connection with a settlement; For the purpose of determining the insurability of 4., 5., or 6. above the laws of the jurisdiction most favorable to the insurability of such damages shall control; provided that such jurisdiction has a substantial relationship to the relevant Insured or to the Claim giving rise to the damages. However, Loss does not include: 1. the cost of compliance with any order for, grant of, or agreement to provide non-monetary or injunctive relief; 2. costs associated with providing any accommodation for persons with disabilities or any other status which is protected under any applicable federal, state or local statutory or common law, including but not limited to the Americans with Disabilities Act, the DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 5 of 10 Civil Rights Act of 1964, or any amendments to or rules or regulations promulgated thereunder; 3. any amounts uninsurable under the law pursuant to which this Coverage Part is construed; 4. civil or criminal fines, penalties, taxes, sanctions or forfeitures imposed on an Insured whether pursuant to law, statute, regulation or court rule; 5. future salary, wages, commissions or Employee Benefits of a person bringing a Claim who has been or shall be hired, promoted or reinstated to employment pursuant to a settlement, order, or other resolution of a Claim; 6. salary, wages, commissions, Employee Benefits, bonus or incentive compensation or other monetary payments which constitute severance payments or payments pursuant to a notice period; 7. Employee Benefits due or to become due or the equivalent value of such Employee Benefits, except with respect to any Claim for wrongful termination; or 8. any amount for which an Individual Insured is absolved from payment by reason of any covenant, agreement or court order. Retaliation means retaliatory treatment against an Employee because of: 1. the exercise of or attempt to exercise an Employee’s rights under law or for otherwise engaging in any legally protected activity; 2. refusing to violate any law or opposing any unlawful practice; 3. having cooperated in a proceeding or investigation (including an internal investigation by an Organization’s human resources department or legal department) into alleged unlawful activity by an Insured; 4. disclosing or threatening to disclose to a superior or any governmental agency any alleged violations of law by an Insured and/or the Organization; 5. filing any claim against the Organization under any federal, state or local whistleblower law including Federal False Claims Act, or Sarbanes-Oxley; or 6. Employee strikes or slowdowns. Wrongful Act means any Wrongful Employment Act or Wrongful DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 6 of 10 Third Party Act. Wrongful Employment Act means any actual or alleged: 1. violation of any federal, state or local laws (whether statutory or common) prohibiting discrimination in employment based on a person’s race, color, religion, creed, genetic information, age, gender or gender identity, disability, marital status, national origin, pregnancy, HIV status, sexual orientation or preference, any protected military status, or any other status that is protected pursuant to any such laws; 2. Harassment; 3. Retaliation; 4. wrongful: termination, dismissal or discharge of employment, whether actual or constructive; 5. wrongful: demotion; denial of tenure; failure or refusal to hire or promote; denial of seniority; failure to employ; or wrongful or negligent employee reference; 6. wrongful employment-related: misrepresentation; defamation, humiliation, libel or slander; negligent evaluation; wrongful discipline; wrongful deprivation of career opportunity; negligent retention, supervision, hiring or training; emotional distress, mental anguish, invasion of privacy or false imprisonment; but only when alleged as part of a Claim for an act described in 1. through 5. above; 7. wrongful failure to adopt or enforce consistent employment-related corporate workplace policies and procedures arising from 1. through 6. above; 8. breach of any express or implied contract, including any contract arising out of any personnel manual, employee handbook, policy statement or other representation; or 9. unauthorized use or disclosure of Confidential Employee Information; committed or allegedly committed by an Organization or by an Individual Insured while acting in his or her capacity as such by any means including the internet, social media, email, or telecommunications systems. Wrongful Third Party Act means any actual or alleged: DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 7 of 10 1. discrimination based on race, color, religion, creed, genetic information, age, gender or gender identity, disability, marital status, national origin, pregnancy, HIV status, sexual orientation or preference, any military protected status, or any other status that is protected pursuant to any federal, state or local statutory or common law; 2. harassment of either a sexual nature or other unwelcome conduct; or 3. violation of civil rights relating to such discrimination or harassment; against any natural person, other than an Employee, committed or allegedly committed by an Organization or by an Individual Insured while acting in his or her capacity as such, by any means including the internet, social media or email, or telecommunication systems. _____________________________________________________________________________ III. EXCLUSIONS A. The Company shall not be liable to make payment for Loss or Defense Costs in connection with any Claim made against the Insured for: Bodily Injury/ Property Damage any actual or alleged bodily injury, sickness, disease or death of any person, or damage to or destruction of any tangible property including any resulting loss of use; provided that this exclusion shall not apply to any mental anguish, emotional distress, invasion of privacy, humiliation, libel, slander or defamation asserted in an otherwise covered Claim alleging a Wrongful Act. Violation of Law any actual or alleged violation of: 1. ERISA or any similar act (except Section 510 of ERISA), or any other federal, state or local statutory or common law anywhere in the world governing any employee benefit program, policy, plan or arrangement of any type, including but not limited to laws governing retirement or pension benefit programs, welfare plans, insurance plans, employee stock options, employee stock ownership plans, employee stock purchase plans or deferred compensation programs; 2. the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended or any other similar federal, state or DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 8 of 10 local statutory or regulatory law or common law anywhere in the world; 3. any law governing workers’ compensation, unemployment insurance, social security, disability benefits or any other similar federal, state or local statutory or regulatory law or common law anywhere in the world; 4. the Occupational Safety and Health Act of 1970 (OSHA), as amended, or any other federal, state or local statutory or regulatory law or common law anywhere in the world governing workplace safety and health; 5. the Workers’ Adjustment and Retraining Notification Act, Public Law 100-379 (1988), as amended, or any other federal, state or local statutory or regulatory law or common law anywhere in the world governing an employer’s obligation to notify or bargain with others in advance of any facility closing or mass layoff; or 6. the National Labor Relations Act, as amended, or any other federal, state or local statutory or regulatory law or common law anywhere in the world governing employees’ rights and employers’ duties with respect to unions, bargaining, strikes, boycotts, picketing, lockouts or collective activities; however, the foregoing shall not apply to any Claim alleging Retaliation (including any Claim alleging retaliation in violation of Section 510 of ERISA) or wrongful termination of employment whether actual or constructive, because of an Employee’s exercise of a right pursuant to any such laws. B. The Company shall not be liable to make payment for Loss or Defense Costs (except where otherwise noted) in connection with any Claim made against an Insured arising out of, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged: Prior or Pending Litigation litigation, demand, claim, arbitration, decree, judgment, proceeding, or investigation against any Insured, which was pending on or prior to the Prior or Pending Litigation date referenced on the Policy Declarations, or any such action based on the same or essentially the DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 9 of 10 same fact, circumstance, matter, situation, transaction or event underlying or alleged therein; Prior Notice 1. fact, circumstance, matter, situation, transaction, event, or Wrongful Act that, before the effective date of this Policy, was the subject of any notice given under any similar policy of insurance; or 2. other fact, circumstance, matter, situation, transaction, event, or Wrongful Act whenever occurring, which together with a fact, circumstance, matter, situation, transaction, event, or Wrongful Act described in subparagraph 1. above, would constitute Interrelated Wrongful Acts; Prior Wrongful Acts of Subsidiaries 1. Wrongful Act committed by an Individual Insured of any Subsidiary, or by such Subsidiary, occurring before the date such entity became a Subsidiary; or 2. other fact, circumstance, matter, situation, transaction, event, or Wrongful Act whenever occurring, which together with a fact, circumstance, matter, situation, transaction, event, or Wrongful Act described in subparagraph 1. above, would constitute Interrelated Wrongful Acts; Wage and Hour Fair Labor Standards Act Violation Breach of Employment Contract breach of any express employment contract or express employment agreement; provided that this exclusion shall not apply to: 1. Loss to the extent an Insured would have been liable for such Loss in the absence of such contract or agreement; or 2. Defense Costs. ______________________________________________________________________________ LIFE IV. LIFETIME OCCURRENCE REPORTING PROVISION A. If this Policy is cancelled or not renewed by the Named Insured for any reason other than being sold, acquired, or declaring bankruptcy, each director or officer who did not serve as such at the time of the cancellation or non-renewal, shall be provided with an unlimited extension of time to report any Claim first made against such DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 101 (05-17) Page 10 of 10 director or officer after the effective date of such cancellation or non-renewal, subject to the following conditions: 1. the Claim results from a Wrongful Act committed by the director or officer before the effective date of cancellation or non-renewal; and 2. the Wrongful Act was actually or allegedly committed during a Policy Period of a Policy issued by the Company; and 3. such director or officer was serving in such capacity during the Policy Period of a Policy issued by the Company; and 4. no Directors & Officers Liability policy, or similar policy providing essentially the same type of coverage, or extended reporting period, is in effect at the time the Claim is first made against such director or officer; and 5. the Claim is not otherwise excluded by the Policy issued by the Company in effect at the time the Wrongful Act actually or allegedly occurred; such Policy shall be the Policy under which coverage is applicable including all terms, conditions, limits, retentions, and endorsements therein. 6. the Company will have written continuous coverage for Named Insured from the effective date of the first Policy the Company issued to the date of cancellation or non-renewal of this Policy. B. The LIFETIME OCCURRENCE REPORTING PROVISION described herein shall not apply to any Claim made against any director or officer caused by, arising or resulting, directly or indirectly from or in consequence of the director or officer serving in an Outside Capacity for an Outside Entity. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 207 (05-17) Page 1 of 1 This Endorsement modifies insurance provided under the following: NON PROFIT MANAGEMENT LIABILITY POLICY FAILURE TO MAINTAIN INSURANCE EXCLUSION It is hereby agreed that the Directors and Officers Coverage Part, Section IV. EXCLUSIONS, Subsection A. is amended by the addition of the following: Failure to Effect/Maintain Insurance the failure of any Insured to effect, maintain, or renew adequate insurance with suitable limits of liability, coverages, terms and conditions. All other terms and conditions of this Policy remain unchanged. This endorsement is part of your Policy and takes effect on the effective date of your Policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 224A (05-17) Page 1 of 1 This Endorsement modifies insurance provided under the following: NON PROFIT MANAGEMENT LIABILITY POLICY SEXUAL ABUSE EXCLUSION It is hereby agreed that the Directors and Officers Coverage Part, Section IV. EXCLUSIONS, Subsection A. is amended by the addition of the following: Abuse/Molestation sexual misconduct, sexual molestation, or physical or mental abuse of any person. It is also agreed that the Employment Practices Liability Coverage Part, Section II. DEFINITIONS, is amended by the addition of the following: Child Molestation means sexual misconduct, sexual molestation, or physical or mental abuse of any ‘Child’. For the purposes of this definition: ‘Child’ shall mean any natural person who was under eighteen (18) years of age at the time an act of Child Molestation is first committed. It is also agreed that the Employment Practices Liability Coverage Part, Section II. DEFINITIONS, “Wrongful Third Party Act” is amended by the addition of the following: This definition does not mean Child Molestation. It is further agreed that the Employment Practices Liability Coverage Part, Section III. EXCLUSIONS, Subsection B. is amended by the addition of the following: Child Molestation Child Molestation, including any actual or alleged negligence in the hiring, supervision, training, screening or management of a person alleged to have committed an act of Child Molestation as well as any actual or alleged failure to report or failure to report in a timely manner any such act. All other terms and conditions of this Policy remain unchanged. This endorsement is part of your Policy and takes effect on the effective date of your Policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 281 (05-17) Page 1 of 1 This Endorsement modifies insurance provided under the following: NON PROFIT MANAGEMENT LIABILITY POLICY DEFENSE WITHIN LIMITS ENDORSEMENT It is hereby agreed that the General Terms and Conditions, Section IX. LIMITS OF LIABILITY, “Defense Costs”, is deleted in its entirety and replaced by the following: “Defense Costs” Defense Costs shall be part of and not in addition to the Limit of Liability for each Coverage Part purchased as shown on the Policy Declarations. All other terms and conditions of this Policy remain unchanged. This endorsement is part of your Policy and takes effect on the effective date of your Policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 283 (11-17) Page 1 of 7 This Endorsement modifies insurance provided under the following: NON PROFIT MANAGEMENT LIABILITY POLICY DATA & SECURITY+ ENDORSEMENT It is hereby agreed: Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement. This endorsement is part of and subject to the provisions of the Policy to which it is attached. I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of coverages and Limits of Liability provided by this endorsement. COVERAGE LIMIT OF LIABILITY A. Data Breach Expense $50,000 each claim $50,000 in the aggregate B. Identity Theft Expense $50,000 each claim $50,000 in the aggregate C. Workplace Violence Act Expense $50,000 each claim $50,000 in the aggregate D. Kidnapping Expense $50,000 each claim $50,000 in the aggregate The maximum aggregate per Policy Period for A. through D. above shall be $200,000 in the aggregate. No retentions shall apply to the sublimits shown above. II. COVERAGES: A. Data Breach Expense The Company will pay on behalf of the Organization up to the Data Breach Expense Limit of Liability stated in the schedule above, for reasonable and necessary expenses in items 1. through 6. below: 1. Development of a plan to assist the Organization in responding to a Data Breach; 2. Data analysis or forensic investigation to assess the scope of a Data Breach; 3. The development, printing and mailing of legally required notification letters to those affected by a Data Breach; DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 283 (11-17) Page 2 of 7 4. Development of a website link for use by the Organization in communicating with persons affected by a Data Breach after legally required notification letters are sent; 5. Development of a customer relationship management system for use by the Organization in communicating with persons affected by a Data Breach after legally required notification letters are sent; 6. Public relations services or crisis management services retained by the Organization to mitigate the adverse affect on the Organization’s reputation resulting from a Data Breach that becomes public and only after legally required notification letters are sent. incurred by the Organization as a result of a Data Breach. The Data Breach must first occur, be discovered by an Insured, and reported to the Company during the Policy Period but in no event later than sixty (60) days after the Data Breach is first discovered by an Insured. The expenses below must be incurred within one (1) year of the reporting of such Data Breach: The Organization must first report the Data Breach to the Company and use a service provider of the Company’s choice prior to incurring any of the above costs. B. Identity Theft Expense The Company will pay on behalf of a director or officer of the Organization up to the Identity Theft Expense Limit of Liability stated in the schedule above, for expenses, services or fees noted in items 1. through 3. below: 1. Credit monitoring services provided by a vendor of the Company’s choice for the affected director or officer for up to one year following an Identity Theft; 2. Additional application fees paid by a director or officer whose loan(s) were rejected based on incorrect credit information resulting from an Identity Theft; 3. Notary fees, certified and overnight mail expenses paid by a director or officer in connection with reporting an Identity Theft to financial institutions, credit bureaus and agencies and law enforcement authorities. incurred by such director or officer after he or she has become a victim of Identity Theft. The Identity Theft must first occur, be first discovered by an Insured, and reported to the Company during the Policy Period but in no event later than sixty (60) days after the Identity Theft is first discovered by an Insured. The expenses above must be incurred within one (1) year of the reporting of such Identity Theft: Any director or officer of the Organization who is a victim of Identity Theft must first report the Identity Theft to the Company and use a service provider of the Company’s choice prior to incurring any of the above expenses, services or fees. C. Workplace Violence Act Expense The Company will reimburse the Organization, up to the Workplace Violence Act Expense Limit of Liability stated in the schedule above, for the following reasonable costs paid by the Organization for a period of thirty (30) days following, and as a result of, a Workplace Violence Act: 1. Counseling services rendered to Employees and persons on the Organization’s DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 283 (11-17) Page 3 of 7 Premises directly affected by a Workplace Violence Act. The counseling services must be rendered by a licensed, professional counselor of the Organization’s choice. 2. Services rendered by an independent public relations consultant of the Organization’s choice for the purpose of mitigating the adverse affect of a Workplace Violence Act on the Organization. To be covered, the Workplace Violence Act must occur during the Policy Period and be reported to the Company during the Policy Period but in no event later than sixty (60) days after the occurrence. D. Kidnapping Expense The Company will reimburse the Organization, up to the Kidnapping Expense Limit of Liability stated in the schedule above, for the following reasonable costs paid by the Organization as a result of a Kidnapping: 1. Retaining an independent negotiator or consultant to facilitate the release of a Kidnapping victim. Nothing herein shall obligate the Company to recommend, select, retain or arrange for the retention of such independent negotiator or consultant; 2. Interest on a loan obtained by the Organization to pay expenses covered under this endorsement that is incurred as a result of a Kidnapping. However, there is no coverage for interest accruing prior to thirty (30) days preceding the date of such payment or subsequent to the date the Company pays any portion of a Kidnapping Expense or for expenses not covered under this endorsement; 3. Travel and accommodations incurred by the Organization in direct response to the Kidnapping. Nothing herein shall obligate the Company to recommend, select, or arrange for such travel and accommodations; 4. A reward up to $10,000 paid by the Organization to an informant for information which leads to the arrest and conviction of the person(s) responsible for the Kidnapping; 5. The current base salary paid to a director or officer of the Organization for the director or officer’s work on behalf of the Organization, who is a victim of a Kidnapping subject to the following: a. salary reimbursement shall commence on the thirty-first (31st) consecutive day after a Kidnapping; b. salary reimbursement shall end when the director or officer is released; or is confirmed dead; or one hundred and twenty (120) days after the director or Officer is last confirmed to be alive; or twelve (12) months after the date of the Kidnapping, or when the Kidnapping Expense Limit of Liability has been exhausted by payments made by the Company, whichever occurs first. There is no coverage for Kidnapping Expense resulting from a Kidnapping planned, carried out or participated in, directly or indirectly, by any person who is or was a member of the victim’s family or the Organization. The Kidnapping must occur and be reported to the Company during the Policy Period but in no event later than sixty (60) days after the occurrence. III. ADDITIONAL DEFINITIONS DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 283 (11-17) Page 4 of 7 It is hereby agreed that the Directors and Officers Coverage Part, Section III. DEFINITIONS, is amended by the addition of the following definitions: Data Breach means the misappropriation or public disclosure, by electronic or non-electronic means, by the Organization and without the knowledge of, consent, or acquiescence of the president, member of the board of directors or any executive officer, of an individual(s) Personally Identifiable Information in the Organization’s care, custody and control without the authorization or permission of the owner of such information. Identity Theft Means: 1. the act of obtaining Personally Identifiable Information belonging to a director or officer of the Organization without that person’s authorization, consent or permission; and 2. the use of Personally Identifiable Information so obtained to make or attempt to make transactions or purchases by fraudulently assuming that person’s identity. Identity Theft does not mean any of the above committed directly or indirectly by a director or officer of the Organization, or by a family member of any director or officer. There is no coverage for any Identity Theft Expense unless Personally Identifiable Information that is obtained without authorization, consent or permission is used to make or attempt to make purchases or conduct transactions by fraudulently assuming the identity of a director or officer of the Organization. Kidnapping means an actual or alleged wrongful abduction and involuntary restraint of a director or officer of the Organization, by one or more persons acting individually or collectively in which monetary or non- monetary demands are made to the Organization to obtain the director’s or officer’s release. Personally Identifiable Information means: 1. information concerning an individual(s) that DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 283 (11-17) Page 5 of 7 would be considered “non-public information” within the meaning of Title V of the Gramm- Leach Bliley Act of 1999 (as amended) and its implementing regulations including but not limited to Social Security numbers or account numbers correlated with names and addresses which is in an Insured’s care, custody and control; and 2. personal information as defined in any U.S. federal, state or local privacy protection law governing the control and use of an individual’s personal and confidential information, including any regulations promulgated thereunder; and 3. protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) (“HIPPA”) or the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) (Public Law 111- 5), as amended, and any regulations promulgated thereto. Personally Identifiable Information does not mean information that is available to the public which does not include otherwise protected personal information. Premises means buildings, facilities or properties leased or owned by the Organization in conducting its operations. Workplace Violence Act means an actual use of unlawful deadly force, or the threatened use of unlawful deadly force involving the display of a lethal weapon, occurring on the Organization’s Premises and directed at an Individual Insured, or other persons on the Premises of the Organization. IV. LIMITS OF LIABILITY AND RETENTION 1. The maximum Limit of Liability for any expenses provided by this endorsement shall be in addition to the Limits of Liability as set forth in the Policy Declarations for the Directors and Officers Coverage Part. 2. Any one incident, interrelated incidents or series of similar or related incidents for which coverage is provided under this endorsement shall be treated as one incident subject to the maximum Limit of Liability available under this endorsement at the time the incident(s) is first reported to the Company regardless of whether the incident(s) continues and expenses are incurred by the Organization in any subsequent Policy Period(s). DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 283 (11-17) Page 6 of 7 V. ADDITIONAL EXCLUSIONS It is hereby agreed that the Directors and Officers Coverage Part, Section IV. EXCLUSIONS, is amended by the addition of the following: Data Breach Related 1. Expense reimbursement resulting in any Insured gaining any profit, remuneration or advantage to which the Insured is not legally entitled; 2. expenses incurred by any Subsidiary of an Organization occurring prior to the date that such entity became a Subsidiary or incurred at any time that such entity is not a Subsidiary; 3. expenses arising from any incident(s) of which any Insured had notice before the inception date of this Policy; or any fact, circumstance, event, situation or incident which before the inception date of this Policy was the subject of any notice under any other similar policy of insurance or any future claims for expenses under this Policy based upon such pending or prior notice; 4. The portion of any expenses covered under this endorsement that is also covered under any other coverage part of this Policy; 5. Reissuance of credit or debit cards or any other expense not shown in Section II, COVERAGES, sub-section A, Data Breach Expense. VI. COVERAGE LIMITATIONS The following terms, conditions and exclusions in the General Terms and Conditions and the Directors and Officers Coverage Part do not apply to this endorsement: 1. General Terms and Conditions a. Section II. EXTENDED REPORTING PERIOD b. Section XI. SPOUSAL AND DOMESTIC PARTNER EXTENSION 2. Directors and Officers Coverage Part a. Section IV. EXCLUSIONS, Subsection A. “Bodily Injury/Property Damage” b. Section VI. LIFETIME OCCURRENCE REPORTING PROVISION DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO 283 (11-17) Page 7 of 7 c. Section VIII. OUTSIDE DIRECTORSHIP PROVISION All other terms and conditions of this Policy remain unchanged. This endorsement is part of your Policy and takes effect on the effective date of your Policy unless another effective date is shown. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 1 of 21 Non-Profit Management Liability Policy General Terms and Conditions In consideration of the payment of the premium and reliance upon all statements made and information furnished to the Company, including the statements made in the Application and subject to all the provisions of this Policy, the Company and the Insureds agree as follows: NOTICE: This is a Claims Made Policy. This means the Company will cover only those Claims first made against the Insured during the Policy Period or, where applicable, the Extended Reporting Period. If any provision in these General Terms and Conditions is inconsistent or in conflict with the terms and conditions of any Coverage Part, the terms and conditions of such Coverage Part shall control for the purposes of that Coverage Part. Any bolded term in a Coverage Part that is defined in these General Terms and Conditions shall have the meaning set forth in these General Terms and Conditions. Any bolded term in a Coverage Part that is defined in that Coverage Part shall have the meaning set forth in such Coverage Part. The descriptions in the headings and subheadings of this Policy are solely for convenience and form no part of the terms and conditions of coverage, and do not serve to express, confirm, alter or provide coverage. ______________________________________________________________________________ I. DEFINITIONS Application means: 1. an application and any materials submitted for this Policy; and 2. an application and any materials submitted for all previous Policies issued by the Company providing uninterrupted coverage. The content of 1. and 2. above are incorporated by reference in this Policy as if physically attached hereto. Claim shall have the meaning as defined in the applicable Coverage Part. Company means the insurance company identified in the Policy Declarations. Coverage Part means individually or collectively, as applicable, the purchased coverage parts as set forth in the Policy Declarations as included and attached to and made a part of this Policy. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 2 of 21 Defense Costs Domestic Partner shall have the meaning as defined in the applicable Coverage Part. means any natural person qualifying as a domestic partner under the provision of any applicable federal, state or local laws. Employee shall have the meaning as defined in the applicable Coverage Part. Financial Impairment means: 1. the appointment by any federal or state official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator, creditors committee or similar official to take control of, supervise, manage or liquidate the Organization and provided that the court or other judicial or administrative body overseeing the receivership, conservatorship, liquidation, rehabilitation, bankruptcy or equivalent proceeding has denied a request by the Organization to indemnify an Individual Insured for a Loss; or 2. the Organization becoming a debtor in possession under the United States bankruptcy law or the equivalent of a debtor in possession under the law of any other country. Insured means any Organization and any Individual Insured. Individual Insured Interrelated Wrongful Acts shall have the meaning as defined in the applicable Coverage Part. means any Wrongful Acts based upon, arising from, or in consequence of the same or related facts, circumstances, situations, transactions or events, or that are logically or causally connected by reason of any common or related series of facts, circumstances, situations, transactions or events. Loss shall have the meaning as defined in the applicable Coverage Part. Management Control means: 1. control of more than fifty percent (50%) of the voting rights representing the right to appoint, elect, or designate the majority of the board of directors, board DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 3 of 21 of trustees, or board of managers; or 2. control of exactly fifty percent (50%) of the voting rights representing the right to appoint, elect, or designate the majority of the board of directors, board of trustees, or board of managers; and pursuant to a written contract solely controls the management and operations of such entity. Named Insured means the entity named in Item 1. of the Policy Declarations. Organization means: 1. the Named Insured and any Subsidiary; and 2. any entity as debtor in possession under United States bankruptcy law or equivalent status under the law of any other jurisdiction. Plan shall have the meaning as defined in the applicable Coverage Part. Policy means collectively the Policy Declarations, General Terms and Conditions, applicable Coverage Parts, applicable endorsements, and the Application. Policy Period means the period of time from the effective date and time of this Policy to the date and time of expiration as shown in the Policy Declarations, or its earlier cancellation or termination date. If the length of the Policy Period is the same as the Policy Year, the terms Policy Period and Policy Year are used interchangeably herein. Policy Year means the period of one (1) year following the effective date of the Policy Period or any subsequent one-year anniversary thereof; or In the event the Policy expires less than one (1) year following the effective date of the Policy Period; or more than one (1) year but less than two (2) years following the effective date of the Policy Period; then Policy Year shall mean any such period. Subsidiary means: 1. any not-for-profit entity in which the Named Insured has Management Control directly or indirectly through one or more Subsidiaries on or before the DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 4 of 21 effective date of this Policy; and is disclosed as a Subsidiary in an Application to the Company; or 2. any other entity added as a Subsidiary by written endorsement to this Policy. Takeover means: 1. the acquisition by another entity or person or group of entities or persons acting in concert of: a. the Management Control of the Named Insured; or b. the acquisition of more than fifty percent ( 50%) of the total consolidated assets of the Named Insured as of the date of the Named Insured’s most recent consolidated financial statements prior to such acquisition; 2. the merger of the Named Insured into another entity such that the Named Insured is not the surviving entity; 3. the consolidation of the Named Insured with another entity; or 4. the loss, forfeiture, or suspension of the Named Insured’s tax exempt status. Wrongful Act shall have the meaning as defined in the applicable Coverage Part. ______________________________________________________________________________ II. EXTENDED REPORTING PERIOD Right to Purchase If the Policy expires, is cancelled or not renewed for any reason other than non-payment of premium, then the Named Insured shall have the right to purchase an Extended Reporting Period to report to the Company, as soon as practicable prior to the expiration date of the purchased Extended Reporting Period, any Claim against an Insured. An Extended Reporting Period shall only apply to Claims arising from a Wrongful Act which was actually or allegedly committed before the date of expiration, cancellation or non-renewal of this Policy, or prior to the effective date of any Takeover. For the purpose of this clause, the offer of renewal terms and conditions or premiums by the Company different from those in effect prior to renewal shall not constitute a refusal to renew. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 5 of 21 Options The additional premium for the Extended Reporting Period shall be a percentage of the total annual premium as shown in the Policy Declarations. The Named Insured may elect any one of the following options: 1. Twelve (12) month period - 30% of the annual premium; 2. Twenty Four (24) month period - 75% of the annual premium; or 3. Thirty Six (36) month period - 120% of the annual premium. The Extended Reporting Period begins on the expiration date of the Policy, or if cancelled or non-renewed, the effective date of such cancellation or non-renewal of the Policy. Payment & Notice to the Company As a condition precedent to the right to purchase an Extended Reporting Period, the total earned premium for this Policy must have been paid to the Company. Any premium paid with respect to an Extended Reporting Period shall be deemed fully earned as of the first day of the Extended Reporting Period. The right to elect the Extended Reporting Period will terminate unless written notice of such election, together with payment of the additional premium as set forth above, is received by the Company within sixty (60) days of the effective date of the expiration, nonrenewal or cancellation of this Policy. Extended Reporting Period Limits & Other Insurance The Extended Reporting Period will not provide a new, separate or additional Limit of Liability. The remainder of the Limit of Liability applicable to the Policy Year in effect as of the effective date of the expiration, cancellation, or non-renewal is the maximum Limit of Liability for all Claims reported during the Extended Reporting Period. ____________________________________________________________________________________ III. DEFENSE & SETTLEMENT Duty To Defend The Company shall have the right and duty to defend any Claim covered by this Policy even if the allegations are groundless, false or fraudulent. The Company shall have the right to appoint counsel of its choice with respect to such Claim. The Company’s obligation to defend any Claim or pay any Loss or Defense Costs shall be completely DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 6 of 21 fulfilled and extinguished if the applicable Limit of Liability has been exhausted by payment of Loss. Consent to Settle The Company, as it deems necessary, has the right to investigate, adjust, defend, appeal and, with the consent of the Insured, negotiate the settlement of any Claim whether within or in excess of the Retention. If the Insured refuses to consent to a settlement recommended by the Company, the Company’s obligation to the Insured for Loss and Defense Costs attributable to such Claim shall be limited to: a. The amount of the covered Loss in excess of the Retention which the Company would have paid in settlement at the time the Insured first refused to settle; plus b. covered Defense Costs incurred up to the date the Insured first refused to settle; plus c. eighty percent (80%) of covered Loss and Defense Costs in excess of the first settlement amount recommended by the Company to which the Insured did not consent. It is understood that payment of a., b. and c. above is the limit of the Company’s liability under this Policy for any Claim in which the Insured fails or refuses to consent to the Company’s settlement recommendation, subject at all times to Section IX. LIMITS OF LIABILITY and Section X. RETENTIONS AND PRESUMPTIVE INDEMNIFICATION of these General Terms and Conditions. The remaining twenty percent (20%) of Loss and Defense Costs in excess of the amount referenced in a. and b. above shall be the obligation of the Insured. In no event shall the Company be obligated to pay any Loss or Defense Costs after the applicable Limit of Liability shown in the Policy Declarations has been exhausted by payment of Loss. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 7 of 21 Consent of the Company The Insured shall not demand or agree to arbitration of any Claim without the Company’s written consent. The Insured shall not, except at personal cost, make any offer or payment, admit any liability, settle any Claim, assume any obligation, or incur any expense without the Company’s written consent. Cooperation The Insured agrees to cooperate with the Company with respect to all Claims, and provide such assistance and information as the Company may reasonably request. Upon the Company’s request, the Insured shall submit to examination and interrogation by the Company’s representative, under oath if required, and shall attend hearings, depositions, trials and shall assist in the conduct of suits, including but not limited to effecting settlement, securing and giving evidence, obtaining the attendance of witnesses, giving written statements to the Company’s representatives and meeting with such representatives for the purpose of investigation and/or defense, all of the above without charge to the Company. The Insured further agrees not to take any action which may increase the Insured’s or the Company’s exposure under this Policy. Papers/Documents The Insured shall execute all papers required and shall do everything that may be necessary to secure and preserve any rights of indemnity, contribution or apportionment which the Insured or the Company may have, including the completion of such documents as are necessary to enable the Company to bring suit in the Insured’s name, and shall provide all other assistance and cooperation which the Company may reasonably require. ______________________________________________________________________________ IV. ALLOCATION OF DEFENSE COSTS If a Claim is made against an Insured for both Loss that is covered by this Policy and loss that is not covered by this Policy, the Company will pay as follows: 1. One hundred percent (100%) of Defense Costs on account of such Claim; and DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 8 of 21 2. all remaining loss from such Claim shall be apportioned between covered Loss and uncovered loss based on the relative legal exposures of the parties to such matters. 3. Items 1. and 2. above of this Section IV. shall not apply to any Insured for whom coverage is excluded pursuant to Section VII. REPRESENTATIONS AND SEVERABILITY. ______________________________________________________________________________ V. NOTICE AND CLAIM REPORTING PROVISIONS Notice hereunder shall be given in writing to the Company. If mailed, the date of mailing of such notice shall constitute the date that such notice was given and proof of mailing shall be sufficient proof of notice. Written Notice of a Claim 1. As a condition precedent to exercising any right to coverage under this Policy, the Insured shall give to the Company written notice of a Claim as soon as practicable after any Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chairperson, Executive Director, Human Resources Manager, In-House General Counsel, Managing Member or Fiduciary of any Plan becomes aware of such Claim, however: a. if the Policy expires, is cancelled or is non- renewed and no Extended Reporting Period is purchased, no later than ninety (90) days after the expiration date or the effective date of such cancellation or non-renewal; or b. if an Extended Reporting Period is purchased, no later than the last day of the Extended Reporting Period. However, if the Policy is cancelled for non-payment of premium, notice shall be provided by the Insured to the Company no later than the effective date of cancellation. 2. Coverage for a Claim reported to the Company during the automatic 90 day period noted in 1. a. above shall only apply if the Claim is first made prior to the date of the Policy expiration, cancellation, or non-renewal. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 9 of 21 Written Notice of a Circumstance 1. If during the Policy Period, or any applicable Extended Reporting Period, the Insured becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Company as soon as practicable during the Policy Period, or Extended Reporting Period if applicable, in which the Insured first becomes aware of such circumstances, then any Claim subsequently arising from such circumstances shall be deemed made against the Insured during the Policy Year in which such circumstances were first reported to the Company. Such subsequent Claim must be reported to the Company in accordance with this Section V. NOTICE AND CLAIM REPORTING PROVISIONS, “Written Notice of Claim” above. 2. When reporting a circumstance to the Company, an Insured shall give the names of any potential claimant; a description of the specific circumstances that could give rise to a Claim; the identity of the specific Insureds allegedly involved in such circumstance; the nature of the potential damages (monetary and non-monetary); and the specifics as to how the Insureds first became aware of such circumstance. Interrelated Claims More than one Claim involving the same Wrongful Act or Interrelated Wrongful Acts shall be considered as one Claim which shall be deemed made on the earlier of: 1. the date on which the earliest Claim was first made; or 2. the first date valid notice was given by the Insured to the Company, in accordance with applicable reporting provisions, under this Policy or under any prior policy, of any Wrongful Act or any fact, circumstance, situation, transaction or event which underlies such Claim. ______________________________________________________________________________ VI. CANCELLATION OR NON-RENEWAL Cancellation by the Insured This Policy may be cancelled by the Named Insured by either surrender thereof to the Company at its address stated in the Policy Declarations or by mailing to the Company written notice requesting cancellation and in either case stating when thereafter such DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 10 of 21 cancellation shall be effective. Earned premium shall be computed pro rata at the time cancellation is effected or as soon as practicable thereafter. Cancellation By the Company The Company may cancel this Policy only in the event of the Insured’s failure to pay the premium when due. The Company will mail to the Named Insured, written notice stating when cancellation shall take effect. The effective date of such cancellation shall not be less than twenty (20) days after the date of mailing. Earned premium shall be computed pro rata at the time cancellation is effected or as soon as practicable thereafter. Non-Renewal In the event the Company non-renews this Policy, the Company shall mail to the Named Insured, not less than sixty (60) days prior to the end of the Policy Period, written notice of non-renewal. Such notice shall be binding on all Insureds. Delivery of Notice The Company shall mail notice of cancellation or non- renewal with a certificate of mailing stating the effective date of cancellation or non-renewal which shall become the end of the Policy Period. Mailing of such notice shall be sufficient notice of cancellation or non-renewal. ______________________________________________________________________________ VII. REPRESENTATIONS AND SEVERABILITY Representations The Insured represents that the particulars and statements contained in the Application are true and agree that: 1. those particulars and statements are the basis of this Policy and are to be considered as incorporated into and constituting a part of the Policy; 2. those particulars and statements are material to the acceptance of the risk assumed by the Company; and 3. the Policy is issued in reliance upon the truth of such representations. Severability of Application An Application for coverage shall be construed as a separate Application for coverage by each Individual Insured. With respect to the particulars and statements DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 11 of 21 contained in the Application, no fact pertaining to or knowledge possessed by any Individual Insured shall be imputed to any other Individual Insured for the purpose of determining if coverage is available. In the event that such Application contains any misrepresentations which materially affects either the acceptance of the risk or the hazard assumed by the Company under this Policy, then no coverage shall be afforded for any Claim based upon, arising out of, related to or in consequence of any such misrepresentation with respect to: 1. any Individual Insured who knew of such misrepresentations or knew of the facts or circumstances relating to such misrepresentations, or any Organization to the extent it indemnifies any such Individual Insured. Such knowledge possessed by such Individual Insured shall not be imputed to any other Individual Insured; or 2. any Organization if any past or present Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chairperson, Executive Director, Human Resources Manager, In-House General Counsel, Managing Member or Fiduciary of any Plan or any equivalent position of the Named Insured, or the signer of the Application, knew of such misrepresentations or knew of the facts or circumstances relating to such misrepresentations. ______________________________________________________________________________ VIII. CHANGES IN EXPOSURE Creation, Acquisition of or Merger with Another Entity 1. If, after the effective date of this Policy: a. the Organization creates, acquires, consolidates or merges with another nonprofit entity incorporated under the laws of a jurisdiction within the territorial United States, (hereafter referred to as “other entity”) such that the Organization is the surviving entity, and if as a result of such creation, acquisition, consolidation or merger, the other entity becomes a Subsidiary of the Organization, then coverage shall be provided for the other entity as an Insured solely for Wrongful Acts committed or DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 12 of 21 allegedly committed after the effective date of such creation, acquisition, consolidation or merger. The Insured shall disclose full particulars of such a change to the Company as soon as practicable but not later than the expiration date of the Policy Year, or effective date of cancellation or non-renewal of this Policy. b. However, if at the time of an event described in Paragraph 1, a., above: i. the assets of the other entity exceed thirty five percent (35%) of the total assets of the Organization as reflected in the Organization’s most recent annual financial statements; or ii. if the Employment Practices Liability Coverage Part is attached to this Policy, the total number of employees of the other entity exceeds thirty five (35%) of the total number of Employees of the Organization immediately prior to such event, then: the Named Insured shall provide to the Company written notice of such creation, acquisition, consolidation or merger, containing full details thereof, as soon as practicable but within sixty (60) days of such event. The Company, at its sole discretion, may require additional premium and may alter the terms, conditions or limitations of coverage. The Company reserves the right to refuse any extension of coverage to such entity. 2. If, after the effective date of this Policy, the Organization creates, acquires, consolidates or merges with a for-profit entity, or any entity incorporated outside of the territorial United States, such that the Organization is the surviving entity, and if as a result of such creation, acquisition, consolidation or merger, such for-profit or foreign entity becomes a Subsidiary of the Organization, then: the Named Insured shall provide to the DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 13 of 21 Company written notice of such creation, acquisition, consolidation or merger, containing full details thereof, as soon as practicable but within sixty (60) days of such event. The Company, at its sole discretion, may require additional premium and may alter the terms, conditions or limitations of coverage. The Company reserves the right to refuse any extension of coverage to such entity. Cessation of Subsidiaries If during the Policy Period any Subsidiary ceases to be a Subsidiary, then coverage under this Policy shall continue for such Subsidiary and its Individual Insureds until the expiration of this Policy or the last Policy in an uninterrupted series of policies issued by the Company, but solely for Claims arising out of Wrongful Acts committed or allegedly committed by such Subsidiary or its Individual Insureds while such Subsidiary was a Subsidiary and prior to the effective date of such cessation. There shall be no coverage for Claims arising out of actual or alleged Wrongful Acts occurring on or after the effective date of cessation. Takeover of the Named Insured In the event of a Takeover of the Named Insured: 1. coverage under this Policy shall continue until the earlier of: a. the expiration of the Policy Year; or b. if the Policy is cancelled or non-renewed, the effective date of cancellation or non-renewal; but only with respect to Claims arising out of Wrongful Acts that occurred or allegedly occurred prior to the effective date of the Takeover. There shall be no coverage for Claims arising out of actual or alleged Wrongful Acts occurring on or after the date of Takeover; 2. the Named Insured shall give the Company written notice of the Takeover as soon as practicable, but not later than sixty (60) days after the effective date of the Takeover; and 3. the premium for the Policy Year in which the Takeover occurred shall be deemed to be fully DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 14 of 21 earned. The Named Insured shall have the right to purchase an Extended Reporting Period, subject to Section II. EXTENDED REPORTING PERIOD herein, to report Claims arising out of Wrongful Acts occurring prior to the effective date of any Takeover. Merger, Sale, Transfer or Termination of a Plan If after the inception date of the Fiduciary Liability Coverage Part, or the date the Fiduciary Liability Coverage Endorsement is added to this Policy: 1. the sponsorship of a Plan is transferred so that an Organization is no longer the sole employer sponsor of such Plan; 2. a Plan is merged with another plan for which coverage is not afforded under the Fiduciary Liability Coverage Part; 3. a Plan is terminated or sold; or 4. the Pension Benefit Guaranty Corporation (PBGC) becomes the Trustee of a Plan; then: a. in the case of paragraphs 1., 2. and 3. above, the Fiduciary Liability Coverage Part or the Fiduciary Liability Coverage Endorsement, as applicable, shall continue to apply to such transferred, merged, terminated or sold Plan, but solely for Claims based upon or arising out of Wrongful Acts that occurred or allegedly occurred prior to the date of such transfer, merger, termination or sale. There shall be no coverage for Claims arising out of actual or alleged Wrongful Acts occurring on or after the date of merger, transfer, termination or sale of any Plan as described in paragraphs 1., 2. and 3. above; or b. in the case of paragraph 4. above, the Fiduciary Liability Coverage Part or the Fiduciary Liability Coverage Endorsement shall continue to apply to such Plan for those who were Insureds at the time the PBGC became the Trustee of such Plan but solely for Claims based upon or arising out of Wrongful Acts that occurred or allegedly occurred prior to the date the PBGC became DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 15 of 21 the Trustee of such Plan. There shall be no coverage for Claims arising out of actual or alleged Wrongful Acts occurring on or after the date the PBGC becomes the Trustee of any Plan. Cancellation of the Policy If the Named Insured requests cancellation of this Policy as a result of a “Creation, Acquisition of or Merger with Another Entity”, “Cessation of Subsidiaries”, or “Takeover of the Named Insured”, the Company shall compute earned premium on a pro rata basis and return any unearned premium to such entity as of the effective date of such cancellation as long as notice of the event is provided to the Company as soon as practicable but not later than sixty (60) days after such event, together with such information as the Company may require. ______________________________________________________________________________ IX. LIMITS OF LIABILITY “Each Claim” The “Each Claim” Limit of Liability shown on the Policy Declarations is the Company’s maximum liability for Loss for each Claim to which the applicable Coverage Part applies, during each Policy Year. “In the Aggregate” The “In the Aggregate” Limit of Liability shown on the Policy Declarations is the Company’s maximum liability for Loss for all Claims to which the applicable Coverage Part applies, during each Policy Year. Policy Year Limits The Limits of Liability for any Policy Year may not be aggregated or transferred, in whole or in part, so as to provide any additional coverage with respect to Claims first made or deemed made, as provided in Section V. NOTICE AND CLAIM REPORTING PROVISIONS of these General Terms and Conditions during any other Policy Year. If the applicable Limits of Liability for any Policy Year are exhausted, the Company’s obligation for that Policy Year shall be deemed completely fulfilled and extinguished. Extended Reporting Period Limits The Extended Reporting Period will not provide a new, separate or additional Limit of Liability. The remainder of the Limit of Liability applicable to the Policy Year in effect as of the date of expiration, cancellation, or non- renewal is the maximum Limit of Liability for all DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 16 of 21 Claims reported during the Extended Reporting Period. Defense Costs Defense Costs shall be in addition to the Limits of Liability for each Coverage Part purchased as shown on the Policy Declarations, unless as otherwise provided within that Coverage Part or by endorsement. Interrelated Claims More than one Claim involving the same Wrongful Act or Interrelated Wrongful Acts shall be considered as one Claim pursuant to Section V. NOTICE AND CLAIM REPORTING PROVISIONS, “Interrelated Claims” and shall be subject to the Limit of Liability in effect when the Claim was first made. ______________________________________________________________________________ X. RETENTIONS AND PRESUMPTIVE INDEMNIFICATION Retentions Retentions set forth in the Policy Declarations for each Coverage Part shall apply per Claim per Policy Year under each respective Coverage Part. If more than one Retention applies to any one Claim then each applicable Retention shall be applied to the applicable part of such Claim, but the sum of such Retentions shall not exceed the highest of such applicable Retentions. Claims shall be subject to the Retention applicable to the Policy Year during which the Claims are first made as provided in Section V. NOTICE AND CLAIM REPORTING PROVISIONS. Except as otherwise provided by Section VII. TIMELY NOTICE AND RESOLUTION INCENTIVE of the Directors and Officers Coverage Part: 1. the Company shall be liable to pay only Loss and Defense Costs in excess of the applicable Retention for the Coverage Part to which the Claim applies; 2. the Company shall have no obligation to pay any part or all of such Retention on the Insured’s behalf; and 3. if the Company, at its sole discretion, elects to pay any part of or all of such Retention, the Insured agrees to repay such amounts to the Company upon demand. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 17 of 21 Presumptive Indemnification Regardless of whether Loss or Defense Costs resulting from any Claim against an Individual Insured is actually indemnified by the Organization, the applicable Retention set forth in the Policy Declarations shall apply to any Loss and Defense Costs if indemnification of the Individual Insured by the Organization is legally permissible. The certificate of incorporation, charter, articles of association or other organizational documents of the Organization, including by-laws and resolutions, will be deemed to have been adopted or amended to provide indemnification to the Individual Insured to the fullest extent permitted by law. However, if an Individual Insured is not indemnified for Loss or Defense Costs solely by reason of: 1. Financial Impairment; or 2. a good faith determination by the Organization that such indemnification is not permitted by common or statutory law; then an Individual Insured’s Retention for this Coverage Part shall be amended to $0. ______________________________________________________________________________ XI. SPOUSAL AND DOMESTIC PARTNER EXTENSION If a Claim against an Individual Insured includes a Claim against the lawful spouse or Domestic Partner of such Individual Insured solely by reason of: 1. such spousal or Domestic Partner status; or 2. such spouse’s or Domestic Partner’s ownership interest in property or assets that are sought as recovery for Wrongful Acts; then any Loss which such spouse or Domestic Partner becomes legally obligated to pay on account of such Claim shall be deemed Loss which the Individual Insured becomes legally obligated to pay as a result of the Claim. This extension of coverage shall not apply to the extent a Claim alleges any Wrongful Act, error, omission, misstatement, misleading statement or neglect or breach DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 18 of 21 of duties by such spouse or Domestic Partner. ______________________________________________________________________________ XII. SUBROGATION In the event of payment under this Policy, the Company shall be subrogated to the Insureds’ rights of recovery. The Insured shall do everything necessary to secure such rights, including the execution of such documents necessary to enable the Company to effectively bring suit in the name of any Company. In no event, however, shall the Company exercise its rights to subrogation against an Individual Insured under this Policy unless such Individual Insured: 1. has been convicted of a deliberate criminal act; or 2. has been determined by a final adjudication adverse to the Individual Insured to have committed a deliberate fraudulent act, or to have obtained any profit, advantage or remuneration to which such Individual Insured was not legally entitled. In the event the Company shall for any reason pay indemnifiable Loss on behalf of an Individual Insured, the Company shall have the contractual right hereunder to recover from the Organization or any Subsidiary the amount of such Loss equal to the amount of the Retention not satisfied by the Organization or any Subsidiary and shall be subrogated to rights of the Individual Insureds hereunder. ______________________________________________________________________________ XIII. CHANGES Notice to any agent or knowledge by any agent shall not affect a waiver or change in any part of this Policy or stop the Company from asserting any right under the terms of this Policy, nor shall the terms of this Policy be waived or changed except by an endorsement, issued by the Company to form a part of this Policy. ______________________________________________________________________________ XIV. AUTHORIZATION CLAUSE AND NOTICES By acceptance of this Policy, the Insured agrees that the Named Insured shall act on behalf of all Insureds with respect to: DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 19 of 21 1. the payment of premiums or the receipt of any return premiums that may become due under the Policy; 2. the cancellation or non-renewal of this Policy; 3. the effecting of any changes to the Policy or purchasing of an Extended Reporting Period; or 4. the giving and receiving of all notices and correspondence. Any notice given to the Named Insured by the Company pursuant to Section VI. CANCELLATION OR NON-RENEWAL shall be deemed to be notice to all Insureds. ______________________________________________________________________________ XV. ASSIGNMENT Assignment of interest under this Policy shall not bind the Company until the Company’s consent is endorsed hereon. ______________________________________________________________________________ XVI. OTHER INSURANCE This Policy is excess of other valid and collectable insurance, unless such other insurance is specifically written to be in excess of this Policy. For purposes of this provision, “other valid and collectable insurance” means insurance provided by an entity or organization other than the Company. When it is determined that both this insurance and other insurance or self-insurance apply to any Claim on the same basis, whether primary, excess or contingent, the Company shall not be liable under this Policy for a greater proportion of the Loss and Defense Costs than the applicable Limit of Liability under the Policy for such Loss and Defense Costs bears to the total applicable Limit of Liability of all valid and collectible insurance against such Claims. ______________________________________________________________________________ XVII. TERMS OF POLICY CONFORMED TO STATUTE Terms of this Policy which are in conflict with the statutes of the state or territory wherein this Policy is DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 20 of 21 issued are hereby amended to conform to such statutes. ______________________________________________________________________________ XVIII. ACTION AGAINST THE COMPANY Compliance No action shall lie against the Company unless, as a condition precedent thereto, there has been full compliance with all of the terms of this Policy, and until the amount of the Insured’s obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by the Insured’s written agreement, the claimant or the claimant’s legal representative, and the Company. Rights to Recover Any person or the legal representatives thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or entity shall have any right under this Policy to join the Company as a party to any action against the Insured to determine the Insured’s liability, nor shall the Company be impleaded by the Insured or the Insured’s legal representatives. Bankruptcy or insolvency of the Insured or the Insured’s successors in interest shall not relieve the Company of its obligations hereunder. ______________________________________________________________________________ XIX. POLICY TERRITORY This Policy shall apply worldwide. ______________________________________________________________________________ XX. COORDINATION OF COVERAGE Subject always to the applicable Limit of Liability, should two or more Coverage Parts apply to the same Claim, the Company will not pay more than the actual Loss incurred by the Insureds. ______________________________________________________________________________ XXI. ACCEPTANCE This Policy embodies all agreements existing between the parties hereunder or any of their agents relating to this insurance. ______________________________________________________________________________ XXII. LIBERALIZATION If within forty-five (45) days of binding this Policy, the Company broadens coverage under any Coverage Part or the General Terms & Conditions attached to this DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DO GTC (05-17) Page 21 of 21 Policy, and; 1. such broadened coverage applies to policies in the state or territory in which this Policy is written; 2. the effective date of the policies which are to receive the broadened coverage is after the effective date of this Policy; and 3. there is no additional premium charged for such broadened coverage; then the Company shall apply the broadened coverage to this Policy as applicable for no additional premium, but only for a Wrongful Act which first occurs after the effective date of such broadened coverage. ____________________________________________________________________________________ DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA This page has been intentionally left blank. DocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA MENIFEE MUSTANGS TRACK AND FIELD CLUB Unique Entity ID J2BNU5PZNHC5 CAGE / NCAGE (blank) Purpose of Registration Federal Assistance Awards Only Registration Status Active Registration Expiration Date Sep 26, 2023 Physical Address 29457 Biloxy Drive Sun City, California 92585 United States Mailing Address 29457 Biloxy Drive Menifee, California 92585 United States Business Information Doing Business as (blank) Division Name Menifee Mustangs Track And Field Club Division Number (blank) Congressional District California 42 State / Country of Incorporation California / United States URL menifeemustangstrackandfield.org Registration Dates Activation Date Sep 27, 2022 Submission Date Sep 26, 2022 Initial Registration Date Sep 1, 2022 Entity Dates Entity Start Date Jul 22, 2022 Fiscal Year End Close Date Jun 23 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM.gov) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2. C.F.R. 200 Appendix XII. Their responses are displayed in the responsibility/qualification section of SAM.gov. Maintaining an active registration in SAM.gov demonstrates the registrant responded to the proceedings questions. Exclusion Summary Active Exclusions Records? No SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Last updated by Tierra Bowen on Sep 26, 2022 at 01:29 AM MENIFEE MUSTANGS TRACK AND FIELD CLUB https://sam.gov/entity/J2BNU5PZNHC5/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA Socio-Economic Types Black American Owned Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Financial Information Accepts Credit Card Payments Yes Debt Subject To Offset No EFT Indicator 0000 CAGE Code (blank) Points of Contact Electronic Business Candice Doucette 29457 Biloxy Drive Menifee, California 92585 United States Government Business Charles Trembley, CFO 29457 Biloxy Drive Menifee, California 92585 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry. Last updated by Tierra Bowen on Sep 26, 2022 at 01:29 AM MENIFEE MUSTANGS TRACK AND FIELD CLUB https://sam.gov/entity/J2BNU5PZNHC5/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA DocuSign Envelope ID: 005D64F9-B840-4363-8D08-956B403CECBBDocuSign Envelope ID: BB8B0F43-0287-488C-90AE-CAEEF289D2FA