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Mercy House - 2025-07-01 (2)
HOME SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND MERCY HOUSE (Tenant Based Rental Assistance) This HOME SUBRECIPIENT AGREEMENT (Tenant Based Rental Assistance) ("Agreement") is made and entered into as of July 1, 2025 ("Effective Date") by and between the CITY OF HUNTINGTON BEACH, a municipal corporation and charter city ("City"), and MERCY HOUSE, a California nonprofit public benefit corporation ("Subrecipient"). RECITALS A. City is a California municipal corporation and charter city under the laws of the State of California. B. City has applied for and received funds ("HOME Funds") from the United States Department of Housing and Urban Development ("HUD") pursuant to the HOME Investment Partnerships Act and HOME Investment Partnerships Program, 42 U.S.C. §12701, et seq., and the implementing regulations set forth in 24 CFR § 92.1, et seq. (together, "HOME Program") for the purposes of strengthening public-private partnerships to provide more affordable housing, and particularly to provide decent, safe, sanitary, and affordable housing for very low income and low income citizens of Huntington Beach in accordance with the HOME Program. As used herein, the HOME Program includes the HUD Final Rule set forth at 78 FR 142, adopted July 24, 2013, which adopts substantial amendments to the HOME Program regulations set forth at 24 CFR Part 92. C. City is currently implementing a coordinated one-year strategy and program to provide financial assistance to eligible extremely low, very low and low income families and households to enable such households to secure housing available at an affordable housing cost in the City. D. City has developed a Tenant Based Rental Assistance Program to assist households in the City, who are homeless or at imminent risk of homelessness, preference given to veterans and seniors, to enable such households to transition into permanent, supportive housing. E. City wishes to engage the Subrecipient to assist the City in utilizing HOME Funds to provide tenant based rental assistance, security deposits and utility assistance to veteran and senior residents of the City, in accordance with the terms and provision set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1 25-16978/401293 ARTICLE 1 SCOPE OF SERVICES 1.1 Scope of Services. During the entire Term (defined below) of this Agreement, Subrecipient shall administer the City's HOME-funded Tenant Based Rental Assistance Program ("TBRA Program"), all in accordance with this Article 1 (collectively, the "Services") and the Scope of Services and TBRA Program Operating Guidelines attached hereto as Exhibit A. In connection with the Services, Subrecipient shall comply with all requirements of the HOME Program, this Agreement and all applicable federal, state and local laws and regulations. Subrecipient shall further take all reasonable actions necessary to enable City to comply with City's obligations under the HOME Program relating to the TBRA Program. The Subrecipient shall perform the Services set forth in this Article 1 in furtherance of the TBRA Program. 1.2 Marketing and Outreach; Application Process. (a) Marketing and Outreach. Subrecipient shall undertake affirmative marketing and outreach activities to find prospective Eligible Households interested in the TBRA Program, all in accordance with HUD's Affirmative Fair Housing and Marketing regulations and the City's Affirmative Fair Housing Marketing Plan, when adopted. Subrecipient shall describe its marketing and outreach efforts in monthly progress reports submitted to the City under this Agreement, as described in Exhibit B. (b) Waiting List. Subrecipient shall maintain a waiting list of prospective Eligible Households. The waiting list shall be prioritized first based on the most urgent need as set forth in the TBRA Program Operating Guidelines, prospective Eligible Households of equally urgent need will be helped on a first come-first served basis, based on the date and time of referral or initial direct contact with the Subrecipient. (c) Intake Process. Upon being contacted by a prospective Eligible Household recruited through Subrecipent's affirmative marketing and outreach efforts, subrecipient shall initially meet with such prospective Eligible Household to fill out an Initial Qualification Document in substantially the form attached to the TBRA Program Operating Guidelines in Exhibit A, including an income calculation based on two months of source documentation (bank account statements, pay stubs, etc.) to prequalify such prospective Eligible Household. Subrecipient shall then meet with prequalified Eligible Households to determine and verify their qualifications and eligibility for assistance under the TBRA Program, provide such prequalified Eligible Households with the TBRA Program application and other documentation described below, assist prospective Eligible Households with the completion of the application and gross income calculation worksheet and qualify Eligible Households for the TBRA Program. Subrecipient shall provide every prequalified Eligible Household with all of the following documentation. 2 25-16978/401293 (i) TBRA Application in the form attached to the TBRA Program Operating Guidelines in Exhibit A, or as otherwise approved in writing by the Director of Community Development ("Director"). The TBRA Application shall solicit information regarding each applicant household's income and assets, household size and composition (number of children and adults), names of household members, Housing Unit (defined below) size and location preferences, specific needs and considerations, and a race/ethnicity survey. Examples of acceptable documents to confirm recent residency include: • Copy of previous lease • Copy of previous utility bill • Written confirmation of residency from a previous landlord, or proof of residency in transitional living facility • Copy of school records confirming previous residency Examples of proof of strong ties to the Community include: • Current residency of an immediate family member — mother, father, sibling, child, or grandparent • Proof that the individual and/or their dependent(s) attended K- 12 school in Huntington Beach (ii) Declaration of Homelessness Status or Declaration of At-Risk of Homelessness States, as appropriate, in the forms attached to the TBRA Program Operating Guidelines in Exhibit A. (iii) Rental Assistance Contracts for the Landlord and the Eligible Household, in the forms attached to the TBRA Program Operating Guidelines in Exhibit A. (iv) Household Budget Worksheet in the form attached to this Agreement as Exhibit D. (v) Lead-Based Hazard Information Pamphlet "Protect Your Family from Lead in Your Home" attached to this Agreement.as Exhibit E. (d) Guidance for Eligible Households. Subrecipient shall meet with prospective Eligible Households throughout the application process and shall continue to meet with and counsel each Eligible Household regarding the TBRA Program, the Eligible Household's responsibilities as participants of the TBRA Program, and the goals and objectives of the TBRA Program. 1.3 Determination of Eligibility. Subrecipient shall qualify all Eligible Households in accordance with the selection criteria described in this Section. Further, for all Eligible Households Subrecipient shall implement the selection criteria and policies 3 25-16978/401293 in compliance with the City's Consolidated Plan and the City's housing needs and priorities. (a) Eligible Household. As used in this Agreement, "Eligible Household" refers to extremely low income households that are (i) currently residents in the City of Huntington Beach; and (ii) currently homeless or at risk of homelessness. (i) As used in this Agreement "homeless" is defined at 24 CFR 578.3, as defined by HUD. (ii) For purposes of determining eligibility for the TBRA Program, a prospective Eligible Household's (or for continuing compliance, a participating Eligible Household's) gross annual income shall be determined in accordance with 24 CFR 5.609, with the allowable exclusions from income established at 24 CFR 5.611. For purposes of this Agreement, annual income means the gross amount of income from all sources, including assets, for all adult household members that is anticipated to be received prospectively during the 12-month period following the date of application and before any deductions are taken (and for a participating household, income anticipated for the 12 months following verification described in §1.3(b)(ii) below.) When collecting income verification documentation, Subrecipient may also consider any likely changes in income. (iii) For purposes of this Agreement and the TBRA Program, income limits for extremely-low, very-low and low income households are established annually by HUD for the Orange County income limit area. (b) Income Verification. (i) Initial Verification. To determine if TBRA Program applicants (collectively, "Applicants") are income-eligible, Subrecipient must verify each Applicant's household income using source documentation such as wage statements, interest statements, unemployment compensation statements, bank account statements and other documentation types approved by HUD. Once an initial income verification is completed, the Subrecipient is not required to re- examine the Eligible Household's income unless six months has elapsed before assistance is provided. (ii) Annual Eligibility Verification. Subrecipient shall annually re- certify income and re-qualify each Eligible Household, including examination of source documentation. Household income must be no greater than 80 percent of AMI to remain eligible for assistance. For households found no longer eligible, assistance must be terminated following a 30-day notification period. 4 25-16978/401293 (c) Verification of Eligibility. Subrecipient shall collect and examine source documentation submitted by the Applicant to verify the identity of the members of the Eligible Household. Subrecipient shall make a determination that the Eligible Household is currently experiencing homelessness or is at imminent risk of homelessness, as defined 24 CFR 578.3, based on caseworker observations and certification and Applicant certification. (d) Notice of Eligibility Determination. Subrecipient shall provide written or documented verbal notice to each Applicant stating whether such Applicant was determined to be eligible for assistance under the TBRA Program. Applicants determined to be ineligible for TBRA Program assistance shall have an opportunity to appeal the determination to the Subrecipient's Executive Director. If the issue is not resolved, the case will be referred to the Deputy Director. The definition of "homelessness" 24 CFR 578.3 is applicable to this Agreement. 1.4 Selection of Housing Units. (a) Housing Unit Selection. Subrecipient shall assist Eligible Households with finding and selecting an appropriate housing unit (each a "Housing Unit") that meets federal housing quality standards ("HQS") or such other standards as may be made applicable to the TBRA Program by HOME Program statutes and/or regulations, specifically including Uniform Physical Condition Standards (UPCS), and that satisfies the requirements of the TBRA Program, HOME Program and this Agreement. Eligible Households shall also be entitled to find a Housing Unit for themselves, subject to compliance with the requirements of the TBRA Program, HOME Program and this Agreement; however, the parties anticipate that in most cases, Subrecipient shall be responsible for locating and qualifying an appropriate Housing Unit for occupancy by each Eligible Household. Subrecipient may refer Eligible Households to appropriate Housing Units but may not require an Eligible Household to select a particular Housing Unit. Subsidy Payments shall only be provided in connection with the rental of a qualified Housing Unit located in the City, unless Subrecipient documents reason for selecting housing outside the city. Subsidy Payments under this Agreement are portable within the City. Subrecipient's obligations under this Section 1.4 apply to each Housing Unit to be occupied by an Eligible Household receiving Subsidy Payments hereunder. (b) Housing Unit Size; Occupancy Standards. Housing unit selection shall comply with the following "Occupancy Standards" for the applicable Eligible Household: No more than two persons per bedroom plus one may occupy the Housing Unit. Thus, no more than three persons may occupy a one-bedroom Housing Unit, no more than five persons may occupy a two-bedroom Housing Unit; no more than seven persons may occupy a three-bedroom Housing Unit; no more than nine persons may occupy a four-bedroom Housing Unit. 5 25-16978/401293 (c) Property Inspection. Prior to occupancy of any Housing Unit by an Eligible Household, and again during the annual (or more often) verification process, Subrecipient shall cause a certified HQS inspector to inspect each Housing Unit occupied or to be occupied by an Eligible Household to ensure the Housing Unit complies with HQS as set forth in the HOME Program, including without limitation 24 CFR 92.251, as well as all applicable state and local codes and ordinances, including zoning ordinances. Subrecipient shall provide the City with documentation of each HQS inspector's certification. Each HQS inspection shall include all of the following: (i) Verification of the age of the Housing Unit (on Rent Reasonableness Form attached to the TBRA Program Operating Guidelines in Exhibit A; (ii) Complete HQS Inspection Checklist in the form attached to the TBRA Program Operating Guidelines in Exhibit A, including a rating for the Housing Unit of Pass, Pass with Comment, or Fail; (iii) Lead-based hazard assessment, dissemination of lead-based hazard information pamphlet and disclosure form and lead-based hazard reduction activities, if required by the HOME Program or applicable federal, state and/or local laws; (iv) Adequate opportunity for the Landlord (defined below) to correct any deficiencies indicated in the HQS Inspection Form to bring the Housing Unit into compliance with HQS requirements; (v) Verification that occupancy by the Eligible Household will comply with the Occupancy Standards set forth in Section 1.4(b); and (vi) Certification of rent reasonableness regarding the rent being charged for the Housing Unit based on comparable non-assisted Housing Units in the same area. Subrecipient shall perform the rent reasonableness review as approved by the City. City may elect to perform the rent reasonableness reviews on behalf of Subrecipient by providing written notice to Subrecipient. The rent charged under the written lease agreement for the Housing Unit shall conform to the Rent Reasonableness Standard pursuant to the TBRA Program Operating Guidelines in Exhibit A, which is based on local market conditions. The contract rent for Housing Units that are restricted to an affordable rent by agreement with the City or by regulation or ordinance, or otherwise, shall be likewise restricted to such affordable rent in accordance with the contractual, statutory or regulatory restrictions governing the permitted rents for such Housing Units and the Rental Assistance Subsidy Payment shall be limited and calculated accordingly, as described in Section 1.5(a), below. 6 25-16978/401293 (d) Coordination with Landlords. (i) Landlord Guidance. Subrecipient shall provide guidance to the property owners, property owners' representatives, or property management companies hired by property owners (each a "Landlord" and collectively referred to as "Landlords") participating in the TBRA Program regarding the TBRA Program requirements and procedures that impact Landlords. (ii) Landlord Agreement. Subrecipient shall enter into a Landlord Agreement with each participating property owner/Landlord in substantially the form attached to the TBRA Program Operating Guidelines in Exhibit A. The Landlord Agreement will establish the Subsidy Payments to be made by Subrecipient on behalf of the Eligible Household as well as the Eligible Household's initial share of the contract rent. The Landlord Agreement shall further establish the terms and conditions under which the Subsidy Payments shall be paid to the Landlord for the applicable Housing Unit, including applicable HOME Program requirements. The Landlord Agreement shall have an initial term of 6-12 months, subject to extensions approved by Subrecipient and City (as applicable) pursuant to the TBRA Program Operating Guidelines. (iii) Tenant Protection Agreement. Subrecipient shall require each Landlord to enter into a lease agreement with a term of 12 months with any Eligible Household occupying a Housing Unit owned and/or managed by such Landlord, which lease agreement shall include a Tenant Protection Agreement in substantially the form attached to the TBRA Program Operating Guidelines in Exhibit A, or an updated form of Tenant Protection Agreement as may be prepared and provided by the City to the Subrecipient, and then by Subrecipient to Landlord. The Tenant Protection Agreement shall be executed in connection with the lease agreement between the Landlord and Eligible Household. The Tenant Protection Agreement will prohibit the inclusion of prohibited lease terms listed at 24 CFR 92.253; Confirm the landlord's obligation to maintain the Housing Unit in accordance with HQS, as established at 24 CFR 982.401; and prohibit discrimination by the landlord against the Eligible Household. The Subrecipient will review the lease agreement to confirm its compliance with state law and all HOME Program requirements. If the Landlord's form of rental agreement is not acceptable, Subrecipient shall require the Landlord and Eligible Household to enter into a lease agreement that complies with state law, HOME requirements, and City requirements. 7 25-16978/401293 1.5 Subsidy Payments. Subrecipient shall make rent payments and security deposit payments, as applicable (collectively, the "Subsidy Payments"), to Landlords, on behalf of Eligible Households. Subsidy payments must be provided in accordance to the Subrecipient's TBRA Program Operating Guidelines. Eligible Households are not expected to repay Subsidy Payments received pursuant to the TBRA Program. Except as may be permitted by the HOME Program, Subrecipient' s sole remedy in the event of noncompliance or breach by an Eligible Household shall be non-renewal of assistance under the TBRA Program. (a) Rental Assistance Calculation. Subrecipient shall calculate the "Rental Assistance" payments to be paid on behalf of each Eligible Household under this Agreement. The maximum amount of monthly assistance that the Subrecipient may pay on behalf of a family is the difference between the rent standard for the unit size and 30 percent of the household's monthly adjusted income. (b) Payment Standards. Subrecipient must use the payment standards as set forth in the Rent Reasonableness Standards attached to the TBRA Program Operating Guidelines in Exhibit A. The payment standards represent the cost of rent and utilities for moderately priced units in Huntington Beach. Payment standards are established by bedroom size. (c) Utility Allowance. When utilities are included in the cost of renting a unit, that is, the owner assumes responsibility for payment for all utility services, the Eligible Households entire share of the housing costs will go directly to the owner. When the cost of utilities is not part of the rent, that is, the Eligible Household is directly responsible for payment of utility services, the Eligible Household's initial share of monthly rent will be determined by subtracting a utility allowance from 30 percent of the Eligible Household's gross monthly income. The Subrecipient must use the County of Orange's Housing Authority's Utility Allowance Schedule attached to the TBRA Program Operating Guidelines in Exhibit A. (d) Term. The Subrecipient will provide rental assistance for an initial term of 6- 12 months, which can be extended in 6-12 month intervals, for a cumulative term of up to 24 months. Extensions will be granted at the discretion of the Subrecipient and shall be based on continued program compliance and ongoing need. The Subrecipient will evaluate ongoing need. (e) Security Deposit Assistance. Subrecipient may provide security deposit assistance to each Eligible Household. It is anticipated that Subrecipient shall provide Security Deposit Assistance to each Eligible Household in an amount no greater than two months' rent. The lease agreement must provide that the security deposit is refundable in accordance with state law. Security deposit refunds shall be provided by the Landlord directly to the Eligible Household. Any disputes involving the return, or lack thereof, of a security deposit shall be settled by Eligible Household and landlord, as provided for in the lease. 8 25-16978/401293 (f) Utility Deposit Assistance. Subrecipient may provide utility deposit assistance to each Eligible Household. It is anticipated that Subrecipient shall provide Security Deposit Assistance to each Eligible Household in an amount no greater than two months' rent. The lease agreement must provide that the security deposit is refundable in accordance with state law. Security deposit refunds shall be provided by the Landlord directly to the Eligible Household. Any disputes involving the return, or lack thereof, of a security deposit shall be settled by Eligible Household and landlord, as provided for in the lease. 1.6 Administrative Cost Reimbursements. The City will reimburse the Subrecipient for allowable costs incurred in administering the TBRA Program, which are associated with the determination of income eligibility, pursuant to 24 CFR 92.203, and property inspections under HQS, codified per 24 CFR 982.401. Administrative costs incurred in administering the TBRA Program that are ineligible under the HOME Program will be reimbursed from a non-HOME Program funding source, or Community Development Block Grant (CDBG) Funds. The administrative costs to be reimbursed from the CDBG Funds include Intake Assessments, Housing Search, Case Management, Self—Sufficiency and related services and overhead. 1.7 Termination of Assistance and Returning Eligible Households. (a) Termination of Rental Assistance. Subrecipient may terminate assistance under the TBRA Program for any of the following reasons: (i) Eligible Household is evicted from the Housing Unit based on behavioral issues or unlawful activity; (ii) Eligible Household has violated TBRA participant agreement. (iii) Eligible Household will be assisted by another rental assistance program such as the Section 8 Tenant-Based or Project-Based Programs. Participation in any other rental assistance program is considered a duplicative subsidy therefore all HOME funded rental assistance must be terminated. 1.8 Returning Eligible Households. As needed, Eligible Households may be allowed to return to the program for rental assistance. A determination to allow re-entry shall be based on the following criteria: (i) Eligible Households must have left the program in good standing. To be in good standing, Eligible Households must have been engaged in their case management plan, voluntarily left the program (not in lieu of termination) or have been released because their household income exceeded eligibility limits. In general, Eligible Households will not be allowed to re-enter the program if they were terminated for non- compliance. 9 25-1 6978/401293 (ii) At the discretion of the Subrecipient, a request for re-admission from a prospective Eligible Household previously terminated due to non- compliance may be considered when compelling reasons exist. In such cases, re-admission will require concurrence from the City. (iii) Eligible Households may return so long as the previous rental assistance did not exceed 24 months. Cumulatively, Eligible Households may not receive rental advice for more than a cumulative period of 24 months unless such assistance is permitted by the HOME Program and approved by the City. 1.9 Additional Requirements. (a) Self-Sufficiency Program. Subrecipient shall request each Eligible Household receiving Subsidy Payments from the Subrecipient to participate in Housing Stabilization Case Management administered by Subrecipient and in accordance with the Case Management and Self Sufficiency Program Policies and Procedures attached to the TBRA Program Operating Guidelines in Exhibit A. Failure of an Eligible Household that is already receiving Subsidy Payments to participate in the Self-Sufficiency Program shall not be grounds for termination of the Subsidy Payments, but may be grounds for non-renewal of Subsidy Payments upon expiration of the subsidy term. (b) No Fees. Subrecipient may not charge fees to any Eligible Household for the Services, Subsidy Payments, Case Management or other services or assistance to be provided to Eligible Households under this Agreement. 1.10 Schedule of Performance. Subrecipient shall use its best efforts to perform the Services in accordance with the following schedule: (a) Affirmative marketing and outreach activities required by this Agreement shall commence immediately upon execution of this Agreement. (b) Subrecipient shall qualify Eligible Households, conduct HQS inspections, approve Housing Units, and move Eligible Households into approved Housing Units in accordance with the following milestone schedule: (i) Subrecipient shall process intake paperwork for and verify eligibility for TBRA Program assistance ("Enroll") for not fewer than three (3) Eligible Households within three (3) months following execution of this Agreement. As program income becomes available and/or additional HOME Funds are contributed to the TBRA Program, Subrecipient shall use diligent efforts to Enroll additional Eligible Households within not more than three (3) months following written notice from the City that such additional funds are expected to become available. 10 25-16978/401293 (ii) Subrecipient shall assist each Enrolled Eligible Household in finding an appropriate Housing Unit and shall conduct an HQS inspection of such Housing Unit, all within two (2) months following Enrollment of such Eligible Household. (iii) Subrecipient shall commence providing Subsidiary Payments on behalf of each Eligible Household and shall assist each Eligible Household to move into an HQS-inspected and approved Housing Unit, all within three (3) months following Enrollment/Intake of such Eligible Household. (c) Subrecipient shall request each Eligible Household to commence participation in the self-sufficiency program immediately upon Enrollment of such Eligible Household, whether or not such Eligible Household has yet moved into a Housing Unit and received the benefit of Subsidy Payments hereunder. 1.11 City Oversight and Approval Rights. City shall have the right, by written notice to Subrecipient at any time during the Term of this Agreement, to require City review of any of the Services to be performed or pre-approval of service tools and procedures by Subrecipient hereunder, including for example income determinations, qualification of applicants as " Eligible Households," qualification of Housing Units, determination of reasonable rents, etc., to ensure compliance with the TBRA Program, the HOME Program, or other applicable requirements. ARTICLE 2 TERM 2.1 Term. Services of the Subrecipient under this Agreement shall start on July 1, 2025 and end on the'earlier to occur of(i) June 30, 2026 or (ii) the date the full amount of HOME Funds available under Section 3.2(a) below has been disbursed to Subrecipient and expended by Subrecipient to provide Subsidy Payments pursuant to this Agreement ("Term"), unless this Agreement is earlier terminated pursuant to Section 8.3. The Term of this Agreement and the provisions herein shall be further extended to cover any additional time period during which the Subrecipient remains in control of HOME Funds or other HOME assets, including program income. ARTICLE 3 BUDGET AND PAYMENTS 3.1 Budget. Subrecipient has submitted a budget to City for approval ("Budget"), which sets forth the estimated timing and use of the HOME Funds contributed by the City pursuant to this Agreement. The Budget is attached hereto as outlined in the Scope of Services and Budget in Exhibit A. Any amendments to an approved Budget for the Services must be approved by the Director or his authorized designee. In the event this Agreement is extended past the initial Term or any additional moneys will be contributed to the TBRA Program by City pursuant to this Agreement, Subrecipient 11 25-16978/401293 shall prepare and submit to the Director for approval an updated Budget for such additional moneys. Subrecipient shall prepare a Budget, for approval by Director, for each year during which this Agreement remains in effect. The City may require a more detailed line item breakdown of the Budget than the one contained herein, and the Subrecipient shall provide such supplementary information about the Budget in a timely fashion in the form and content prescribed by the City. 3.2 Reimbursement of Subsidy Payments. City shall reimburse Subrecipient for Subsidy Payment actually disbursed to or on behalf of Eligible Households pursuant to this Agreement and in accordance with line items on the approved Budget or as otherwise approved by the Director. City shall have no obligation to reimburse Subrecipient for ineligible administrative costs or expenses incurred by Subrecipient to manage or implement the TBRA Program or this Agreement, for the cost of social or supportive services provided to Eligible Households hereunder, or for any other costs or expenses incurred by Subrecipient in connection with its activities under this Agreement. City's payment obligations hereunder shall be limited to the actual amount of Subsidy Payments disbursed by Subrecipient and eligible administrative costs in accordance with the terms of this Agreement and the approved Budget. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in 2 CFR 200 et seq. (a) Amount of Payments. It is expressly agreed and understood that the total amount of HOME Program funds to be paid by the City under this Agreement shall not exceed Two Hundred Thousand Dollars ($200,000.00). The dollar amounts stated in the immediately preceeding sentences may be increased by written amendment of this Agreement, signed by an authorized representative of Subrecipient and the Director. (b) Requests for Payments. To receive each payment under this Agreement, Subrecipient shall submit to the City a written reimbursement request or invoice in a form approved by City, along with such supporting documentation as may be requested by the City to verify Subrecipient's performance of the Services for which the payment is requested. Reimbursement requests shall be submitted no more frequently than one time per month. Payments will be adjusted by the City in accordance with fund advances, if any, balances available in Subrecipient accounts. In addition, the City reserves the right to liquidate funds available under this Agreement for costs incurred by the City on behalf of the Subrecipient. 3.3 Payments Subject to Availability of HOME Funds. City's obligation to provide payments to Subrecipient hereunder is subject to City's receipt of HOME Funds from HUD pursuant to the HOME Program. 3.4 Accounting. Subrecipient shall, upon request, provide City with an accounting report, in form and content reasonably satisfactory to City, of any funds disbursed by City pursuant to Section 3.2. 12 25-16978/401293 3.5 Program Income. City and Subrecipient acknowledge and agree that the design of TBRA Program does not anticipate the receipt of"Program Income," as defined in 24 CFR 92.2, by the Subrecipient. Notwithstanding, in the event that any Program Income is received by the Subrecipient, Subrecipient will promptly remit same to the City. ARTICLE 4 INSURANCE AND INDEMNIFICATION 4.1 Insurance. Without limiting City's right to indemnification, Subrecipient shall secure prior to commencing the performance of any Services under this Agreement, and maintain during the Term of this Agreement, insurance coverage as set forth in this Section. (a) Required Insurance. Subrecipient shall secure and maintain the following coverage: Workers' Compensation Insurance as requited by California statutes; (ii) Commercial General Liability Insurance, or Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad-Form Property Damage, Independent Contractor's Liability and Fire Damage Legal Liability, in the amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence form; and (iii) Comprehensive Automobile Liability coverage, including — as applicable — owned, non-owned and hire autos, in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single-limit, written on an occurrence form. The Director, with the consent of City's Risk Manager is hereby authorized to modify the requirements set forth above in the event he or she determines that a modification, whether an increase or decrease, is in the City's best interest. (b) Required Clauses in Policies. Each insurance policy required by this Agreement shall contain the following clauses: "This insurance shall not be canceled or allowed to lapse without at least ten (10) day's prior written notice given to the City Clerk of the City of Huntington Beach, 2000 Main Street, Huntington Beach, CA 92648." "It is agreed that any insurance maintained by the City of Huntington Beach shall apply in excess of and not contribute with insurance provided by this policy." 13 25-16978/401293 Each insurance policy required by this Agreement, excepting policies for workers' compensation, shall contain the following clause: "The City of Huntington Beach, its officials, agents, employees, representative, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Huntington Beach. Subrecipient hereby agrees to waive subrogation which any insurer of the Subrecipient may acquire from the Subrecipient by virtue of the payment of any loss. If requested by City, Subrecipient agrees to obtain and deliver to City any endorsement from Subrecipient's general liability and automobile insurance insurer to effect his waiver of subrogation. (c) Property Insurance. Subrecipient shall further comply with the HOME program insurance requirements of the Code of Federal Regulations. (d) Required Certificates and Endorsements. Prior to commencement of any Services under this Agreement, the Subrecipient shall deliver to City (i) insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above, and (ii) endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by City, it shall be the Subrecipient's responsibility to see that City receives documentation, acceptable to City, which sustains that the individual signing such endorsements is indeed authorized to do so by the insurance company. Also, City reserves the right at any time to demand, and to receive within a reasonable time period, certified copies of any insurance policies required under this Agreement, including endorsements effecting the coverage required by these specifications. (e) Remedies for Defaults Re: Insurance. In addition to any other remedies City may have if the Subrecipient fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: (i) Obtain such insurance and deduct and retain the amount of the premium for such insurance from any sums due under the Agreement; (ii) Order the Subrecipient to stop work under this Agreement and/ or withhold any payment(s) which become due to the Subrecipient hereunder until the Subrecipient demonstrates compliance with the requirements hereof; or 14 25-16978/401293 (iii) Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies City may have and is not the exclusive remedy for the Subrecipient's failure to maintain insurance or secure appropriate endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which the Subrecipient may be held responsible for payment of damages to persons or property resulting from the Subrecipient's or its subcontractor's performance of the Services covered under this Agreement. 4.2 Indemnification. (a) As respects acts, errors or omissions in the performance of Services under this Agreement, the Subrecipient agrees to defend, indemnify and hold harmless City, its officers, agents, employees, representatives and volunteers from and against any and all claims, demands, defense costs, liability or consequential damages of any kind or nature arising directly out of the Subrecipient's negligent acts, errors or omissions in the performance of Services under the terms of this Agreement. (b) As respects all acts or omissions which do not arise directly out of the performance of Services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, Subrecipient agrees to indemnify, defend (at City's option), and hold harmless City, its officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with Subrecipient's performance or failure to perform, under this Agreement; excepting those which arise out of the sole negligence of City. ARTICLE 5 ADMINISTRATIVE REQUIREMENTS 5.1 Financial Management. (a) Accounting Standards. Subrecipient agrees to comply with 2 CFR 200 et seq. 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. (b) Cost Principles. Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non-Profit Organization." These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. 15 25-16978/401293 5.2 Documentation, Recordkeeping, Reporting and Monitoring. Subrecipient shall maintain documents and records, prepare and submit reports, and permit City to monitor Subrecipient's activities all in accordance with the requirements set forth in Exhibit B and applicable laws and regulations. All requirements set forth in such Exhibit B are incorporated herein as if set forth in full in this Agreement. 5.3 Use and Reversion of Assets. The use and disposition of property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 92.504, as applicable. The Subrecipient shall transfer to the City any HOME Funds on hand and any accounts receivable attributable to the use of HOME Funds under this Agreement at the time of the earliest to occur of expiration, cancellation, or termination. 5.4 Ownership of Documents. All documents and materials, both tangible and intangible, furnished by or through the City to Subrecipient pursuant to this Agreement are and shall remain the property of City and shall be returned to City upon the earliest to occur of expiration, cancellation, or termination of this Agreement. All documents and materials prepared by Subrecipient under or related to this Agreement shall become the property of City at the time of payment to Subrecipient of all fees, if any, for their preparation, and shall be delivered to City by Subrecipient at the request of City, and in any event upon the earliest to occur of expiration, cancellation, or termination of this Agreement. 5.5 Record Retention.. All TBRA Program records shall be maintained by the Subrecipient for a minimum of five (5) years beyond the final payment under this Agreement. Notwithstanding, if there are litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have commenced before the expiration of the retention periods outlined, such records must be retained until completion of the actions and resolution of all issues, or the expiration of the retention period, whichever occurs later. ARTICLE 6 PERSONNEL& PARTICIPANT CONDITIONS 6.1 Civil Rights. (a) Compliance. The Subrecipient agrees to comply with the Huntington Beach Municipal Code, Government Code Section 4450, et seq., the Unruh Civil Rights Act, Civil Code Section 51, et seq., Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the Housing and Community Development Act of 1974, as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 16 25-16978/401293 (b) Nondiscrimination. The Subrecipient agrees to comply with (1) the requirements of 24 CFR Part 5, subpart A, which relate to nondiscrimination and equal opportunity; (2) the nondiscrimination requirements of Section 282 of the HOME Investment Partnerships Act, 42 U.S.C. Section 12701, et seq. (c) Section 504. The Subrecipient agrees to comply with all federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any federally assisted program. 6.2 Affirmative Action. (a) Executive Order 11246. The Subrecipient agrees that it shall be committed to carry out pursuant to the City's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. (b) Women- and Minority-Owned Businesses (W/MBE). The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this 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's 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. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. (c) Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement. The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. (d) Subcontract Provisions. The Subrecipient will include the provisions of Sections 6.1, Civil Rights, and 6.2, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own sub-subrecipients or subcontractors. 6.3 Employment Restrictions. (a) Prohibited Activity. The Subrecipient is prohibited. from using HOME Funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 17 25-16978/401293 (b) Labor Standard. The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as and when those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and the implementing regulations thereto issued by the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with applicable hour and wage requirements. (c) Prevailing Wage. The Subrecipient agrees that, to the extent applicable, all contractors engaged under contracts for construction, renovation or repair work financed in whole or in part with assistance provided under this Agreement shall comply with the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 and California Labor Code Section 1720, et seq. governing the payment of wages and ratio of apprentices and trainees to journey workers. The 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. (d) Section 3 Clause. The Subrecipient agrees, to the extent applicable, to comply with Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in the Code of Federal Regulations. 6.4 Conduct. (a) Assignment. The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the City thereto; provided, however, that claims for money due or to become due to the Subrecipient from the City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City. (b) Subcontracts. (i) Approvals. The Subrecipient shall not enter into any subcontracts with any entity, agency or individual in the performance of this Agreement without the written consent of the City prior to the execution of such agreement. (ii) Monitoring. The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring 18 25-16978/401293 efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. (iii) Content. The Subrecipient shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. (iv) Selection Process. The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the City along with documentation concerning the selection process. (c) Hatch Act. The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. (d) Conflict of Interest. The Subrecipient agrees to abide by the provisions of 24 CFR 84.1 and 92.356, which include (but are not limited to)the following: (i) The 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 HOME 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 HOME 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 HOME-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 HOME-assisted activity, or with respect to the proceeds from the HOME-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 City, the Subrecipient, or any designated public agency. 19 25-16978/401293 (e) Lobbying. The 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 1 oan, 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; and (iii) It will require that the language of paragraph (iv) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly. (f) Lobbying Certification. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352 Title 31, U.S.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. (g) Religious Activities. The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities such as worship, religious instruction, or proselytization. (h) Drug-Free Workplace. The Subrecipient agrees to maintain a drug-free workplace per the requirements of 2 CFR part 2429. (i) Debarred or Suspended Entities. By signing this Agreement, Subrecipient certifies that it is not presently listed by any federal agency as debarred, suspended, or proposed for debarment from any federal contract activity. If during the term of this Agreement this information changes, Subrecipient shall notify City without delay. Such notice shall contain all relevant particulars of any debarment, suspension, or proposed debarment. Further, in carrying out 20 25-16978/401293 its responsibilities hereunder, Subrecipient will not employ, contract with, or otherwise make use of subcontractors, service providers, consultants, or any other party that is debarred, suspended, or proposed for debarment from any federal contract activity. (j) VAWA Regulations. The City and Subrecipient both acknowledge and agree that each are subject to the requirements of 24 CFR 92.359 and 24 CFR 5, Subpart L, which implements provisions of the Violence Against Women Reauthorization Act of 2013 (VAWA). Subrecipient also agrees to follow and implement the applicable VAWA requirements contained in the City's Program Guidelines and the City's Emergency Transfer Plan, as required by 24 CFR 92.359(g), for all applicants to the TBRA Program, and all TBRA recipients for the period that tenant based rental assistance is provided. Moreover, the Subrecipient agrees that all leases that are approved by the Subrecipient shall contain the City's required VAWA lease term/addendum, as described in 24 CFR 92.359(e) and the City's TBRA Program (Exhibit A). ARTICLE 7 GENERAL CONDITIONS 7.1 General Compliance. The Subrecipient agrees to comply with the requirements of the HOME Program in the administration and implementation of the TBRA Program and this Agreement. The Subrecipient shall carry out each activity in compliance with all regulations described in subpart H of 24 CFR Part 92, except that the Subrecipient does not assume the City's responsibilities for environmental review under 24 CPR 92.352 and the intergovernmental review process described in 24 CFR 92.357 does not apply to the Subrecipient. The Subrecipient also agrees to comply with all other applicable federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. 7.2 Familiarity with Services;Qualified Personnel. (a) By executing this Agreement, Subrecipient represents and warrants that Subrecipient (i) has thoroughly investigated and considered the Services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the requirements, difficulties and restrictions attending the performance of the Services under this Agreement. (b) Subrecipient represents that Subrecipient has or will secure and maintain, at Subrecipient's sole cost and expense, all qualified and licensed personnel required to perform the Services. Staff and any additional personnel hired by Subrecipient shall be employees of Subrecipient. Such personnel shall not be deemed to be employees of City or to have any contractual relationship with City. Such Personnel shall be authorized or permitted under state and local law to perform the Services. 21 25-16978/401293 7.3 Independent Contractor. In performing under this Agreement, Subrecipient is and shall at all times be acting and performing as an independent contractor to City, performing its duties in accordance with its own judgment. City shall neither have nor exercise any control or direction over the methods by which Subrecipient performs its work and function nor shall City have the right to interfere with such freedom or action or prescribe rules or otherwise control or direct the manner in which such services are performed. The sole interest of the City in the Services performed by the Subrecipient is that such Services be performed in a legal competent, efficient and satisfactory manner. Nothing contained herein shall cause the relationship between the parties to this Agreement to be that of employer and employee. Subrecipient shall not have the authority to obligate City to any contract, obligation, or undertaking whatsoever and shall make no representation, either oral or in writing. 7.4 Subrecipient Representative. Subrecipient hereby designates Larry Hayes, Executive Director for the TBRA Program ("Subrecipient's Representative"). Subrecipient's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 7.5 Nepotism. Subrecipient shall not hire or permit the hiring of any person to fill a position funded through this Agreement if a member of the person's immediate family is employed in an administrative capacity by City's HOME Program or any department of the City which is administering the HOME Program. For the purposes of this section, the term "immediate• family means spouse, child, mother, father brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisory or management responsibilities, including serving on the governing body of City. 7.6 Hold Harmless. The Subrecipient shall indemnify, hold harmless, and defend the City and their elected officials, officers, employees and agents and shall pay for expenses incurred by the City for any and all claims, actions, suits, charges and judgments whatsoever related in any manner to or that arise out of the Subrecipient's performance or nonperformance of the Services or subject matter called for in this Agreement. 7.7 City Recognition. The Subrecipient shall insure recognition of the role of the City in providing Services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. 7.8 Notices. Any approval, disapproval, demand, document or other notice ("Notice") which any party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, (iii) facsimile transmission, or (vi) mailing in the United 22 25-16978/401293 States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice. Service shall be deemed conclusively made at the time of service if personally served; upon confirmation of receipt if sent by facsimile transmission; the next business if sent by overnight courier and receipt is confirmed 'by the signature of an agent or employee of the party served; the next business day after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by express mail; and three (3) days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail. Subrecipient: Larry Haynes Executive Director Mercy House PO Box 1905 Santa Ana, CA 92702 City: City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 With copies to: Steve Holtz, Deputy Director Community Development/NED 2000 Main Street Huntington Beach, CA 92648 Such addresses may be changed by Notice to the other party(ies) given in the same manner as provided above. 7.9 Amendment and Waiver. This Agreement may be amended, modified, or supplemented only by a writing executed by each of the parties. Any party may in writing waive any provision of this Agreement to the extent such provision is for the benefit of the waiving party. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by that party or its or any other party's compliance with any representations or warranties or with any provision of this Agreement. 7.10 Entire Agreement. This Agreement, including all Exhibits attached hereto, embodies the entire agreement and understanding between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether verbal or written, of the parties 'pertaining to the subject matter. In the event of a conflict between this Agreement, on one hand, and any Exhibit attached hereto, on the other 23 25-16978/401293 hand, the provisions of this Agreement shall control; provided, if it is possible to comply with the requirements of this Agreement and the Exhibits, the parties shall do so. The following Exhibits are attached to this Agreement and incorporated herein: Exhibit A Scope of Services and Budget and TBRA Program Operating Guidelines Exhibit B Documentation, Recordkeeping, Reporting and Monitoring Requirements Exhibit C Gross Income Calculation Form Exhibit D Household Budget Worksheet Exhibit E Lead-Based Hazard Information Pamphlet"Protect Your Family from Lead in your Home" 7.11 Governing Law. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of California. 7.12 Non-Liability of Members, Officials and Employees of City. No member, official or employee of City shall be personally liable to Subrecipient, or any successor in interest, in the event of any Default or breach by City or for any amount which may become due to Subrecipient or Subrecipient's successors, or on any obligation under the terms of this Agreement. Subrecipient hereby waives and releases any claim Subrecipient may have against the member, officials or employees of City with respect to any Default or breach by City or for any amount which may become due to Subrecipient or Subrecipient's successors, or any obligations under the terms of this Agreement. Subrecipient makes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 24 25-16978/401293 ARTICLE 8 ENFORCEMENT; TERMINATION 8.1 Events of Default. (a) For purposes of this Agreement, the word "Default" shall mean the failure of Subrecipient to perform any of Subrecipient's duties or obligations or the breach by Subrecipient of any of the terms and conditions set forth in this Agreement; any failure by Subrecipient 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; any ineffective or improper use of funds provided under this Agreement; or submission by the Subrecipient to the City reports that are incorrect or incomplete in any material respect. In addition, Subrecipient shall be deemed to be in Default upon Subrecipient's (i) application for, consent to, or suffering of, the appointment• of a receiver, trustee or liquidator for all or a substantial portion of its assets, (ii) making a general assignment for the benefit of creditors, (iii) being adjudged bankrupt, (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing), or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Subrecipient's assets or of Subrecipient's interests hereunder. (b) City shall not be deemed to be in Default in the performance of any obligation required to be performed by City hereunder unless and until City has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Subrecipient specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of City's obligation is such that more than thirty (30) days are required for its performance, then City shall not be deemed to be in Default if City shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. 8.2 Institution of Legal Actions. In addition to any other rights and remedies, and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or in equity to seek the specific performance of the terms of this Agreement, to cure, correct or remedy any Default,-to recover damages for any Default or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California or in the United States District Court for the Central District of California. 8.3 Acceptance of Service of Process. In the event that any legal action is commenced 25 25-16978/401293 by the Subrecipient against City, service of process on City shall be made by personal service upon the City Clerk or in such other manner as may be provided by law. In the event that any legal action is commenced by City against the Subrecipient, service of process on the Subrecipient shall be made by personal service upon Subrecipient's Representative or in such other manner as may be provided by law. 8.4 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party. 8.5 Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 8.6 Attorney's Fees. City and Subrecipient agree that in the event of litigation to enforce this Agreement or terms, provisions and conditions contained herein, to terminate this Agreement, or to collect damages for a Default hereunder, the prevailing party shall not be entitled to costs and expenses, including reasonable attorney's fees, incurred in connection with such litigation, such that each party shall be responsible for their costs and attorneys' fees. 8.7 Termination. (a) Termination for Cause. In accordance with the Code of Federal Regulations, the City may suspend or terminate this Agreement in the event of a Default by the Subrecipient under this Agreement. Subrecipient may suspend or terminate this Agreement if City fails to make payments to Subrecipient as required herein. (b) Termination for Convenience. In accordance with the Code of Regulations, this Agreement may also be terminated for convenience by either the City or the Subrecipient, in whole or in part, by setting forth the reasons for such termination, the date the termination will be effective, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the City determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the City may terminate the award in its entirety. 26 25-16978/401293 IN WITNESS WHEREOF, the parties have executed this HOME Subrecipient Agreement (Tenant Based Rental Assistance) as of the Effective Date, which is the date of the City Council approving this Agreement. SUBRECIPIENT: CITY: MERCY HOUSE, , CITY OF HUNTINGTON BEACH, a California nonprofit corporation a municipal corporation and charter city By: —--- i City Manager prin name Its:Executive Director ATTEST: AND e/ / City lerk By: g4e,---11 -7--3 ,44.sj APPROVED AS TO FORM: print name Its:Airde one / Chief Financial Officer/Asst. ecretary—Treasurer City Attorney INI IAT D AN PPROVED: i•ec r of Community Development REVIEWED AND APPROVED: Assistant City Manager COUNTERPART 27 25-16978/401293 IN WITNESS WHEREOF, the parties have executed this HOME Subrecipient Agreement (Tenant Based Rental Assistance) as of the Effective Date, which is the date of the City Council approving this Agreement. SUBRECIPIENT: CITY: MERCY HOUSE, CITY OF HUNTINGTON BEACH, a California nonprofit corporation a municipal corporation and charter city By: City Manager print name Its: Executive Director ATTEST: AND City Clerk By: APPROVED AS TO FORM: print name Its: (circle one) Secretary/ Chief Financial Officer/Asst. Secretary—Treasurer City Attorney INITIATED AND APPROVED: Director of Community Development REVIEWED AND APPROVED: Assistant City Manager COUNTERPART 27 25-16978/401293 A�URD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 5/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT IAG Insurance Services PHONE JD Tor$y FAX 111 Corporate Drive (NC.No,Ext);949-398-2155 (A/c.No):949-387-2324 Suite 100 ADMDRESS: Ibt@iagins.com Ladera Ranch CA 92694 _ INSURER(S)AFFORDING COVERAGE NAIC# Ucense#:0078344 INSURER A: Philadelphia Indemnity Insurance Company 18058 INSURED MERCHOU-01 INSURER B:Berkshire Hathaway Homestate 20044 Mercy House Living Centers, Inc PO Box 1905 INSURER C:James River Insurance Company 12203 Santa Ana CA 92702-1905 INSURERD:Admiral Insurance Company 24856 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1645260412 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRL TYPE OF INSURANCE INSD AWL SUBR WVD POLICY NUMBER /YPOLICY EFF POLICY EXP LIMITS (MMIDDYYYI (MM/DD/YYYY) C X COMMERCIAL GENERAL LIABILITY Y Y 001638450 5/17/2025 5/2/2026 EACH OCCURRENCE $1,000,000 1 CLAIMS-MADE X 1 OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) S 100,000 MED EXP(Any one person) $5,000 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO POLICY X JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER $ B AUTOMOBILE LIABILITY Y Y 01APM058689-01 5/17/2025 5/2/2026 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) S 1 D UMBRELLA LIAB X 0016873-0 5/17/2025 5/2/2026 OCCUR EACH OCCURRENCE $4,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE 54,000,000 DED RETENTION$ $ • g WORKERS COMPENSATION Y MEWC647966 2/8/2025 2/8/2026 PER ERH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETORIPARTNERIEXECUTIVE Y NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDEO? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 51,000,000 C Professional Liability 001638450 5/17/2025 5/2/2026 Each cum/Aggregate $1M/$2M A DBOIEPLI PHSD1871491 5/2/2025 5/2/2026 Each Policy Period $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Abuse/Molestation-Policy Number:001638450;Effective 5/17/2025-5/2/2026;Carrier:James River Insurance Company;Limits:Each Claim$ ,000,000/ Aggregate$2,000,000 APPROVED AS TO FOR Umbrella Liability Schedule of Underlying:General Liability Policy:001638450;Auto Liability Policy:01APM058689-01;Workers'Comp sa io icy: MEWC647966 City of Huntington Beach is named as additional insured on the General Liability.Coverage is Primary an9/N6rf�drt6ibtJCoi1►10r v Subrogation applies.Waiver of Subrogation applies to the Workers'Compensation.Umbrella Liability Schedule of Underly-kn9eA9rf166Gty, Liability,and Workers' Compensation. CITY OF HUNTINi,T1IIIIrvvVVVVOEENYYeEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main St Huntington Beach CA 92646 AUTHORIZED REPRE ENTATIVE I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy No. PHPK2683655 • • PI-GLD-HS(10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE"ENDORSEMENT: HUMAN SERVICES. • • This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE . It is understood and agreed that the following extensions.only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If•such specific coverage applies,the terms,conditions and • limits of that coverage are the sole and exclusive coverage applicable under this policy,unless otherwise noted on this endorsement. :The following is a summary of the Limits of Insurance and additional coverages provided by this • endorsement. For complete details on specific coverages,consult the policy contract wording. 'Coverage Applicable Limit Of Insurance Page# Extended Property Damage Included • 2 .Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 . . 'Non-Owned Watercraft Less than 58 feet' 2 Damage to Property You Own,Rent,or Occupy $30,000 limit 2 Damage to Premises Rented to You .$1,000,000 .3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical.Payments—Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary.Payments-Ball Bonds $5,000 5 Supplementary Payment—Loss.of Earnings ' :. $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 • Key and Lock'Replacernent—Janitorial Services Client•Coverage: ' - $10,000 limit 6 Additional Insured—Newly Acquired Time Period . Amended : ' 6 'Additional Insured—Medical Directors and Administrators 'Included 7 Additional Insured—Managers and Supervisors(with Fellow ' Included 7 Employee Coverage) Additional Insured--Broadened Named Insured Included 7 . Additional Insured—Funding Source included 7 Additional Insured—Home Care Providers included 7 . Additional Insured-Managers,Landlords,or Lessors of Premises . . Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits ' ' Included' 8. Additional Insured—Vendor Included., •.. 8 Additional Insured—Franchisor :Included 9 • Additional Insured—When Required by Contract ' ' Included ' ' 9 Additional Insured—Owners,Lessees,or Contractors Included. 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 includes copyrighted material of Insurance Services Office, Inc.,with its permission. . ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) Duties in the Event of Occurrence,Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily.Injury—Includes Mental Anguish Included 11 Personal and Advertising injury_includes Abuse of Process, included 11 Discrimination A. Extended Property Damage SECTION I—COVERAGES.COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2. Exclusions, Paragraph a.is deleted in its entirety and replaced by the following: a. Expected or Intended Injury 'Bodily injury"or property damage"expected or intended from the standpoint of the insured. This exclusion does not apply.to"bodily injury"or"property damage"resulting from the use of reasonable force to protect persons or.property.; B. Limited Rental Lease Agreement Contractual Liability SECTION I.—COVERAGES;COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insureds request at the time of claim,we agree to indemnifythe named insured for their liability:assumed in a contract or agreement regarding the rental or lease of a:premises on behalf of their client,up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability Insurance of the client. C. Non-Owned Watercraft. SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection:2. Exclusions, Paragraph g: (2)is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or.property for a charge; This provision applies to any person,who with your consent,either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible. insurance available to the insured whether primary,excess or contingent D. Damage to Property You Own, Rent or Occupy ' SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2of12 Includes copyrighted material of Insurance Services.Office, Inc.,with its permission. @ 2011.Philadelphia Indemnity Insurance Company • • PI-GLD-HS(10/11) LIABILITY,.Subsection 2.Exclusions, Paragraph j. Damage to Property Item (1)is deleted in its s entirety and replaced with the following: (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, • restoration or maintenance of such propertyfor any reason, including prevention of Injury to a person or damage to another's.property,unless the damage to property is caused'by your client,up to_a$30,000 limit. A client is defined as a person under your direct care and supervision. .. E. Damage to Premises Rented to You 1. If damage by fire to premises rentedio you is not otherwise excluded,from this Coverage Part, the word"fire"is changed to"fire, lightning,explosion, smoke,or leakage from automatic fire protective systems"where it appears in: a.. The last paragraph of SECTION I—COVERAGES,COVERAGE A BODILY.INJURY:AND PROPERTY DAMAGE LIABILITY,Subsection 2. Exclusions;is deleted in its entirety and, • replaced by the following: • Exclusions c.through n.do not apply to damage by fire, lightning, explosion,smoke,or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission.of the owner.A separate limit of insurance applies to this coverage as described In SECTION III—LIMITS OF'INSURANCE: •b. 'SECTION III-LIMITS OF:INSURANCE,Paragraph 6.:is deleted in.its entirety and replaced by the following: Subject to Paragraph 5.above,the Damage To Premises Rented ToS 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,lightning,explosion, smoke,.or leakage from automatic:fire protective.systems while rented.to you or temporarily occupied by you with permission of:the owner. • c. SECTION V—DEFINITIONS, Paragraph 9.a.,is deleted in its entirety and replaced by the following: 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, lightning, • explosion,smoke,or leakage from automatic:fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract`; 2. SECTION.IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b:Excess:insurance,'(1)(a)(ii)'is deleted.in its entirety and replaced by the following: That is insurance for fire,lightning,'explosion,smoke,or leakage from automatic fire protective systems for premises rented to you or temporarily occupied-by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the:Declarations is amended to the greater of: Page 3 of 12 • Includes copyrighted material of insurance'Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company 1 . PI-GLD-HS(10/11) a. $1,000,000;or b. The amount shown in the Declarations as the Damage.to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event,whether such damage results from fire, lightning, explosion,smoke,or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1.Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)"of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit,""investigation,"or"civil proceeding" seeking these damages. However,we will have no duty to defend the insured against any"suit" seeking damages,"investigation,"or"civil proceeding"to which this insurance does not apply. 2. Paragraph 2.Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional,Willful,or Deliberate Violations Any willful,intentional,or deliberate"violation(s)"by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or.Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V—DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding"means an action by.the Department of Health and Human Services(HHS) arising out of"violations." b. "Investigation"means an examination of an actual or alleged"violation(s)"by HHS. However, "investigation"does not include a Compliance Review. c. Violation"means the actual or alleged failure to comply with the regulations included In the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) G. Medical Payments--Limit Increased to$20,000,Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS Is not otherwise excluded from.this Coverage Part: 1. The Medical Expense Limit is changed subject to.all of the terms of SECTION III LIMITS OF INSURANCE to the greater of: a. $20,000;or b. The Medical..Expense Limit shown.in the Declarations of this Coverage Part. 2. SECTION.1.—COVERAGE, COVERAGE C.MEDICAL.PAYMENTS, Subsection 1. Insuring Agreement;a(3)(b)is deleted in its entirety and replaced by the following: . (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I-COVERAGES,COVERAGE C:MEDICAL PAYMENTS, Subsection 2.Exclusions, Paragraph e.Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking,part in athletics. I.' Supplementary Payments SECTION I—COVERAGES,:SUPPLEMENTARY PAYMENTS-COVERAGE A AND B are amended as follows: 1.b. is deleted In its entirety and replaced by the following: 1. b. Up to$5000 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. 1.d.is deleted in its entirety and replaced by the following: 1.: d. 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$1,000 a day because of time off from work. J. Employee:Indemnification Defense Coverage SECTION I—COVERAGES;SUPPLEMENTARY PAYMENTS—COVERAGES A AND B the- following is added: . We will pay,on your behalf,defense costs.Incurred by an"employee"in'a criminal proceeding • occurring in the course:of employment. The most we will pay for any"employee who is alleged to be directly involved in a_criminal . proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits"brought or persons ororganizations:making claims or bringing"suits. Page 5 of 12: Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011.Philadelphia Indemnity Insurance Company • • PI-GLD-HS(10/11) • • K. •Key and Lock Replacement—Janitorial Services Client Coverage SECTION I—COVERAGES,SUPPLEMENTARY.PAYMENTS—COVERAGES A AND B Is • amended to include the following: We will pay for the cost to replace keys:and locks at the"clients"premises due to theft or other loss to keys entrusted..to you byyour"client,"up to a$10,000 limit per occurrence and:$10,000 .. policy aggregate. • We will not pay for,loss or damage resulting from theft or any other dishonest or criminal act that • you or any of your partners,members,officers,"employees", "managers",directors,trustees, • authorized representatives or any one to whom you entrust the keys of a"client"for any • purpose commit,_whether acting alone.or in collusion with other persons. The following,when used on this coverage,are defined as follows: a. ".Client"means an individual,company or organization with whom:you have a written contract or work order-for your services for a described premises.and have billed for your services. • b. "Employee"means: • • • (1). Any natural:person: • • (a) While in your service or:for 30 days after termination of service; (b) Who you compensate directly by salary,wages orcommissions;and (c) Who you have the right to direct and control while'performing services for you;or (2).Any natural:person who.is furnished temporarily to you: (a) To substitute for a permanent"employee"as defined-in.Paragraph(1)above,who is on leave;or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee"does not mean: • (a) Any agent,:broker,person leased to you by a:labor leasing firm,factor,commission merchant,consignee, independent contractor or representative of the same general character;or • (b) Any"manager,"director or trustee except while performing acts coming within the scope of the usual duties.of an"employee." c. "Manager"means a person serving in a directorial capacity for a limited liability:company. L. Additional Insureds • • • SECTION II:-WHO IS:AN INSURED is amended as follows: • 1. If coverage for newly acquired or formed organizations is.not otherwise excluded from this • Page 6of12 • - Includes copyrighted'material of Insurance Services Office, Inc.,With its permission. ©2011.Philadelphia Indemnity Insurance Company • • • PI-GLD-HS(10/11) Coverage Part;Paragraph 3.a,, is deleted-in its entirely and replaced by the following; a.. Coverage under this provision is afforded until the end of the policy period.. .2.. Each.of the following.is also an insured:. a. Medical Directors and Administrators—Your medical directors and administrators, but only while:acting within the scope of and:during the course of their duties as such. Such duties do not include the furnishing or failure.to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties:as,your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment byyou or performing duties related to the conduct of your business. • • This provision does not change Item 2.a.(1)(a)'as it applies to managers of a limited liability company. c. Broadened Named Insured—Any organization and:subsidiary:thereof which you control and • actively manage on the-effective date of this Coverage Part. However;coverage does not apply.to any organization or subsidiary not named In the Declarations as Named Insured, if they are also Insured:under another similar policy,but for its termination'or the exhaustion of its limits of.insurance.. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial:control of you;or (2) .Premises they own;maintain or control while you lease or occupy these premises. This insurance does not apply to structural'alterations,new construction and demolition operations performed-by or for that person or organization. e. Home Care Providers—At_the first Named Insured's option,.any person or organization •under your direct supervision and control while providing for you:private home respite or foster home care for the developmentally disabled. • f. Managers, Landlords,or Lessors of:Premises-Any person or organization with respect •to their liability arising out of the:ownership,maintenance or use of that part of the premises leased or-rented to you subject:to the following additional exclusions: This insurance:does not apply to: (1) Any"occurrence"which takes place'after you cease to be a tenant in that premises;or (2) Structural alterations; new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required:in Lease Agreement With.You—Any person or organization from whom you lease equipment when you and such .person or organization have agreed in writing in a contract or agreement that such-person or organization is to be added as an additional insured.on your policy. Such:person or • • Page 7 of 12a Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011.Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) organization is an insured only with respect to liability for"bodily injury,""property damage"or "personal and advertising injury'caused, in whole or in part, by your maintenance,operation or use of equipment leased to you by such person or.organization. A person's or organization's status as an additional insured under this.endorsement ends when their contract or agreement with you for such leased.equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a.permit in connection with your premises subject to the following:additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued'a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance,repair, construction,erection,or removal of advertising signs,awnings, canopies,cellar entrances,coal holes, driveways, manholes, marquees, hoist away openings,sidewalk vaults,street banners or decorations and similar exposures; (b) The construction, erection,or removal of elevators;or (c) The ownership,maintenance,or use of any elevators covered by this insurance. i. Vendors—Only with respect to"bodily injury'or"property,damage"arising out of"your products" which are distributed or sold in the regular course of the vendor's business,subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract:or agreement.This exclusion does not,apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change.in the product made intentionally by the vendor; (d) Repackaging,except when unpacked solely for thepurpose of inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e) Any failure to make such Inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation,servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of insurance Services Office, Inc.,with its permission. ©2011.Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) (g) Products which, after distribution or sale by you,have been labeled or relabeled or. • used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (I) The exceptions contained in Sub-paragraphs(d)or(f);or (II) Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any:ingredient,part or container,entering into, accompanying or containing.. j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury,""property damage"or"personal and advertising injury"but only for liability arising out of:the negligence of the:named insured.The limits of insurance applicable to these additional insureds are the,lesser of the.policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors—Any person or organization,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 yourr behalf; in the performance of your ongoing operations for the additional insured when required by a contract. 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: (a) 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 (b) That portion of"your work"out of which the injury or damage arises has been put to its intended use by.any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) m. State or Political Subdivisions—Any state or political subdivision as required,subject to • the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit,and is required by contract. (2) This insurance does not apply,to: (a).."Bodily injury,""property damage"or"personal and advertising injury"arising out of operations performed for the state or municipality;or (b) "Bodily injury"or"property damage"included within the"products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY-CONDITIONS, Paragraph 2.Is amended as: follows: a:is amended•to Include: This condition applies only when the"occurrence"or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership;or (3).An executive.officer or insurance manager, if you are a.corporation. b.is amended:to include:'. • This condition will not be considered breached unless the breach occurs after such claim or"suit' is known•to: (1) You; if you are an individual; : • (2): A partner,if you are a partnership;or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,6.Representations is amended to include.the following: It is agreed that,based on our reliance on_your representations as to existing hazards,if you should unintentionally fail to disclose all such hazards prior'to the beginning of the policy period of this Coverage'Part,we'shall not deny coverage.under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,8.Transfer of Rights of Page 10 of 12 Includes copyrighted'material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) Recovery Against Others To'Us.is deleted in its entirety and replaced by the following: lf.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 insured 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. Therefore,the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, is,amended to include:the following:. If we revise.this endorsement to provide more coverage without:additional premium charge,we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your:state. Q. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS,Paragraph 3. Is deleted in its entirety and:replaced by the following: "Bodily injury"means: a. . Bodily injury,sickness or disease,sustained by a person,and includes mental anguish resulting from any of these;and b. Except for mental anguish, includes death resulting from the foregoing(Item a.above)at any time. R. Personal and Advertising Injury:—Abuse of Process,Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury"is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: . b. Malicious prosecutionor abuse_of process; 2. SECTION V—DEFINITIONS, Paragraph 14.is amended by.adding the following: Discrimination based on race,color, religion, sex,age or national.origin,except when: a. Done Intentionally by or at the direction of,or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer,director,stockholder, partner or member of the insured; b. Directly or indirectly related to the employment,former or prospective employment, termination of employment,or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales,rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any insured;or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation,court decision or administrative ruling. The above does not apply to fines:or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GL-005(07l12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 05/02/2024 Name of Person or Organization (Additional Insured): "Blanket where required by written and signed contract" SECTION II—WHO.IS AN INSURED is amended to include as an additional insured the person(s)or organization(s)shown in the endorsement Schedule,but only with respect to liability for"bodily injury," "property damage"or"personal and advertising injury"arising out of or relating to your negligence in the performance of"your work".for such person(s)or organization(s)that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization(Additional Insured),except for loss resulting from the sole negligence of that person or organization. This condition applies even if,other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance,as described in SECTION Ill—LIMITS OF INSURANCE. All other terms,conditions,and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. • POLICY NUMBER: PHPK2683655 COMMERCIAL GENERAL LIABILITY CG24040509 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 Name Of Person Or Organization: As Required By Written Contract 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. CG 24 04 05 09 ©Insurance Services Office, Inc.,2008 Page 1 of 1 D WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410 C (Ed.01-19) - WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce • our right.agalnst the person or organization named'in.the Schedule. (This agreement applies only.to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for:this endorsement shall be calculated by applying a factor of 2% to:the total:manual premium,.with a minimum initial charge of$350, then applying all Other pricing factors for the policy to this:calculated charge to derive the final cost of:this endorsement. This agreement shall-not operate directlyor indirectly-to benefit anyone not named in.the Schedule. Schedule • Blanket Waiver Person/Organization Blanket Waiver—Any person or organization for whom the Named Insured.has agreed by Written contract to furnish.this waiver. Job Description Waiver Premium(prior to adjustments) All CA Operations 21891.00 • This endorsement changes the;policy to which it is attached and is:effective on the date issued unless otherwise stated. (The information below Is required:only when this endorsement Is Issued subsequent to preparation of the galley.) Endorsement Effective: 02/08/2025 Policy No.:,MEWC544885 . Endorsement No.: Insured: Premium$ Insurance Company: Berkshire Hathaway Homestate.ins Co • Countersigned by WC990410C (Ed.01-19)