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20-143 Catholic Charities, General Fund Human Service Grants Program City Non-Profit Contract (Services Only), Long Term Care Ombudsman1 GENERAL FUND HUMAN SERVICE GRANTS PROGRAM CITY/NON-PROFIT CONTRACT (Services Only) This General Fund Human Services Grants Program City/Non-Profit Contract (the "Contract") is entered into between the CITY OF CUPERTINO, a political subdivision of the State of California (hereinafter “CITY”), and CATHOLIC CHARITIES OF SANTA CLARA COUNTY, a non-profit public benefit corporation (the "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of General Fund Human Service Grants ("HSG") funds to CORPORATION on July 1, 2020. WITNESSETH WHEREAS, CITY has reserved a portion of its HSG funds to be used on activities that benefit Cupertino’s residents; and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY’S HSG budget for the Program (as described below) to be operated within CITY for the benefit of low and very low-income households; NOW, THEREFORE, the parties agree as follows: I. Program CITY agrees to allocate a portion of its current HSG funds to CORPORATION, in the sum of Ten Thousand Dollars and No cents ($10,000) (the "Grant") for the purpose of implementing the CORPORATION'S program, as more particularly described in Exhibits A-E to the Contract (the "Program"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated herein by reference. Exhibit A: Program Description Exhibit B: Program Work Plan Exhibit C: Proposed Implementation Timeline Schedule Exhibit D: Program Budget Exhibit E: Basic Insurance and Bond Requirements For Non-Profit Contracts II. TERM A. The purpose of this Contract is for the CITY to disburse the Grant for eligible activities. B. The initial term of this Contract (the "Term") will begin on July 1, 2020 and will end on June 30, 2021, unless otherwise amended or terminated earlier pursuant to Section VII or Section VIII of this Contract. The Term of this Contract may be extended two (2) times, each for an additional one (1) year period, for a total Term of up to three (3) years; provided, however, 2 neither party is obligated to extend the initial Term. If the Term is extended, the subsequent Term shall commence on 12:00 am on the first day immediately following the last day of the current Term provided that the CITY and the CORPORATION have entered into a written amendment to this Contract providing for: (i) such extension of the Term, (ii) the amount of HSG funds allocated for such extended Term; and (iii) an update to the Project Budget, Program Work Plan, and Program Description (as applicable), in accordance with Article XVI of this Contract. Notwithstanding anything to the contrary in this Contract, CORPORATION acknowledges that CITY has only committed the funding of HSG funds for the initial Term, and CITY's obligation to enter into an amendment extending the Term or to fund any subsequent HSG funds to the CORPORATION in any subsequent year is wholly contingent on the satisfaction of the following condition precedent for each subsequent year: (i) the allocation and appropriation by the City Council of the CITY for the funding of the Grant in any subsequent year, in accordance with the CITY's standard process and procedure for approving the annual budget of the CITY. If such condition precedent is not satisfied for any reason prior to the expiration of the then existing Term, then this Agreement shall automatically terminate upon the expiration of the Term. Upon such termination, CITY shall have no further obligation to fund any portion of the HSG funds, and the CORPORATION releases CITY for any and all claims related to such termination. In no event shall the failure to enter into any amendment extending the Term of this Contract, be considered a breach or default by CITY under this Contract. In the event of any conflict between the terms of this provision and any other provision in this Contract, the terms of this provision shall control. III. ADDITIONAL YEAR RENEWAL OPTIONS In the event the Term of this Contract is amended, in accordance with Article II, above, the CORPORATION shall submit to CITY current proof of insurance satisfying the requirements set forth in Exhibit E. IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION shall: 1. Provide CITY with copies of the following documents, evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation under the laws of the State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Service non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 3 2. During the Contract Term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to CITY. 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. 4. Open to the public meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws. 7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's execution of this Contract. The CORPORATION hereby warrants to the CITY that this Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in accordance with its terms, and that the execution and delivery of this Contract and the performance of the CORPORATION's obligations have been duly authorized by the CORPORATION. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the Program within the City of Cupertino, for the purpose of benefiting low and very low-income households. 2. File quarterly reports on the type and number of services rendered through the operation of the Program, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the Program is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten (10) days after the close of each reporting period and must cover the three (3) months immediately preceding the date on which the report is filed. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award, inform CITY within ten (10) days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate program-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino General Funds." 4 C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: 1. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. 2. If the Term of this Contract is extended by an amendment for an additional fiscal year, submit a satisfactory audit within one hundred fifty (150) days of CORPORATION's fiscal year encompassed by the current year of this Contract. 3. Document all Program costs by maintaining records in accordance with Section IV, Paragraph D below. 4. Submit to the CITY, based on an agreed upon schedule, a request for payment, together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract Term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract Term. Funds not disbursed will be returned to the City for future reallocation. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit E and provide a current insurance certificate evidencing such coverage. 6. Deliver to the CITY a copy of the resolution authorizing CORPORATION's execution of this Contract. 7. Items 4 through 6 above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Contract. 8. If CORPORATION does not use the Grant funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings, which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. Maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (a) all direct and indirect costs of whatever nature claimed to have been 5 incurred or anticipated to be incurred to perform this Contract or to operate the Program, and (b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided in connection with the Program. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 1. Until five (5) years following date of final payment under this Contract, or 2. For such longer period, if any, as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five (5) years from the date of termination. F. Examination of Records and Facilities. At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of the later of: (a) five (5) years after final payment under this Contract, (b) five (5) years from the date of termination of this Contract, or (c) such longer period as may be described by applicable law, have access to and the right to examine its plants, offices and facilities used in the performance of this Contract or the operation of the Program, and all its records with respect to the Program and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to the Program and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors, and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees. H. Suspension and Termination. If CORPORATION materially fails to comply with any term of this Contract, CITY may suspend or terminate the Contract in whole or in part. In no event shall any payment by CITY hereunder constitute a waiver by CITY of any breach of this Contract or any default, which may then exist on the part of CORPORATION, nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach or default. CITY expressly reserves the right to demand of CORPORATION the repayment to the CITY of any funds disbursed to CORPORATION under this Contract, which were not expended in 6 accordance with the terms of this Contract, and CORPORATION agrees to promptly refund any such funds upon demand. Notwithstanding the above, CORPORATION shall not be relieved of liability to CITY for damages sustained by CITY or others by virtue of any breach of the Contract by CORPORATION, and CITY may withhold any payments to the CORPORATION for the purpose of set off until such time as the exact amount of damages due CITY from CORPORATION is determined. I. Reversion of Assets. Upon expiration or termination of this Contract, the CORPORATION will transfer to the CITY any Grant funds on hand at the time of expiration and any accounts receivable attributable to the use of such funds. J. Conflict of Interest. In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision-making process may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, during, or at any time after, such person's tenure. CORPORATION shall exercise due diligence to ensure that the prohibition in this Section is followed. Further, no person who is a director, officer, partner, trustee or employee or consultant of CORPORATION, or immediate family member of any of the preceding, shall make or participate in a decision, made by the CITY or a CITY board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090. V. OBLIGATIONS OF CITY A. Method of Payment. During the Term of this Contract, CITY shall disburse the HSG Grant funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the Program, not to exceed the total sum set forth in Article I. CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based on CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit B ("Program Work Plan"), failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section VII, Paragraph B of this Contract or 7 based on the refusal by CORPORATION to accept any additional conditions that may be imposed by City at any time to ensure compliance with the terms of this Contract. VI. PROGRAM COORDINATION A. CITY. The CITY has designated the Senior Housing Planner for CITY who will render overall supervision of the progress and performance of this Contract by CITY. B. CORPORATION. As of the date hereof, CORPORATION has designated Wanda Hale to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Housing Manager Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CORPORATION: 2625 Zanker Road, Ste 200 San Jose, CA 95134 All notices will either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72) hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. VII. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Program performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements, records, information and reports necessary for DIRECTOR to monitor, review and evaluate the performance of the Program and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by CITY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: 8 1. If CORPORATION (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the Program. 2. If there is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the Program. 3. If CORPORATION has taken any action pertaining to the Program, which action required CITY approval, and such approval was not obtained. 4. If CORPORATION is in default under any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in the Program Work Plan attached as Exhibit B. C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any corrective action recommendation. CITY will have the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Contract as set forth in Section VIII below. VIII. TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non- compliance as defined in Section VII, Paragraph B; CORPORATION is insolvent or in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or; there is reliable evidence that CORPORATION is unable to complete the Program as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VII, either CITY or CORPORATION may suspend or terminate this 9 Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued, and CITY shall have no further obligation to fund any portion of the HSG funds, other than any amount incurred by CORPORATION, in accordance with this Contract, prior to such written notice. Upon such termination, CITY shall have no further obligation to fund any portion of the HSG funds (other than for costs incurred by the CORPORATION prior to such notice), and the CORPORATION releases CITY for any and all claims related to such termination. In no event shall CITY's early termination of this Contract, be considered a breach or default by CITY under this Contract. In the event of any conflict between the terms of this provision and any other provision in this Contract, the terms of this provision shall control. C. Return of Funds. In the event that this Contract is terminated, CORPORATON may be required to return funds to the CITY. D. Access to Records. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to Grant made to CORPORATION pursuant to this Contract. IX. PROGRAM INCOME Income generated by the Program, is considered Program Income. CORPORATION will annually report all program income generated by activities carried out with Grant funds made available under this Contract. By way of further limitations, CORPORATION may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balance on hand. All unused program income shall be returned to the CITY at the end of the Contract period. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between CORPORATION and CITY. CORPORATION, including its officers, employees, agents or independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY CITY is entering into this Contract based on the experience, skill, and ability to perform of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are of particular concern to the CITY in view of the CITY's interest in providing services to lower income persons and the CITY's reliance on the unique qualifications of the CORPORATION. Consequently, this Contract may not be assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY. None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third parties 10 without the prior written approval of CITY, which the CITY may withhold in its sole discretion. Copies of all third party contracts shall be submitted to CITY at least ten (10) days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or subcontract, CORPORATION shall remain fully liable for all obligations and requirements under this Contract including the performance and any liabilities attaching to the assignees’ actions or omissions. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the Program pursuant to this Contract or their immediate families which may be obtained through application forms, interviews, tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information will be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities under this Contract, including those furnishing services under the Program through approved subcontracts. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E, "Basic Insurance and Bond Requirements for Non-Profit Contracts", CORPORATION will indemnify and hold harmless the CITY, its employees, agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION's Program to comply with applicable laws, ordinances, codes, regulations and decrees. XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the Program or this Contract. XV. NON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code 11 sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the Grant funds disbursed for this program. XVI. AMENDMENTS Other than the amendment related to a second year renewal option as stated in Section III. above, amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such amendments, and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto. Amendments will not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its obligations under this Contract. XVII. INTEGRATED DOCUMENT This Contract contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer, agent or employee of CITY prior to execution of this Contract shall affect or modify any of the terms of obligations contained in any documents comprising this Contract. XVIII. MISCELLANEOUS A. Captions. The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. B. Discretion Retained By CITY. CITY's execution of this Contract in no way limits the discretion of the CITY in the permit and approval process in connection with the Program. C. Exhibits. All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit A (Program Description), Exhibit B (Program Work Plan), Exhibit C (Proposed Implementation Time Schedule), Exhibit D (Program Budget), Exhibit E (Basic Insurance and Bond Requirements for Non-Profit Contracts). 12 D. Interpretation. Each party to this Contract has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the Contract. This Contract shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties have read and reviewed this Contract and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to Civil Code Section 1654 as may be amended from time to time, or any other state law, or common law principle) shall not apply to the interpretation of this Contract. E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract. F. Choice of Law and Venue. This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County. G. Parties Bound. Except as otherwise limited herein, the provisions of this Contract shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors, and assigns. H. Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms of this Contract, the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party. I. Severability. If any Term of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. J. Authorization. The persons signing below are duly authorized to execute this Contract. K. Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. [Signatures on following page.] 13 IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. CORPORATION: CITY: CITY OF CUPERTINO, a municipal corporation By: ___________________________ By: ___________________________________ __________________________________ Greg Kepferle Date Benjamin Fu Date Chief Executive Officer Director of Community Development APPROVED AS TO FORM AND ATTEST: LEGALITY: ___________________________________ _________________________________ Heather Minner Date Kirsten Squarcia Date City Attorney City Clerk 8/4/2020 CatholicCharitiesofSantaClaraCounty Heather M. Minner Kirsten Squarcia 11/5/20 14 EXHIBIT A PROGRAM DESCRIPTION FY 2020-21 Agency Name: Catholic Charities of Santa Clara County DUNS: N/A (Only for CDBG) Chief Executive Officer: Greg Kepferle Project Manager: Wanda Hale Project # (For Office Use Only)100-72-712-600-623 Street Address: City: San Jose State: CA Zip Code: 95134 Telephone number: (408) 325-5110 Fax Number: Manager E-mail Whale@catholiccharitiesscc.org Name of Program: Long Term Care Ombudsman Program Location: 2625 Zanker Road, Suite 200, San Jose, CA 95134 Program Description: The Long-Term Care Ombudsman Program (LTCOP) is authorized by the federal Older Americans Act, as well as state’s Older Californian Act to advocate for the rights of seniors and disabled residents in long-term care facilities. The main function of the Ombudsman Program is to investigate and endeavor to resolve complaints made by or on behalf of residents related to issues of quality of care and abuse. The LTCOP promotes the interest, well being and rights of long-term care facility residents. Long-term Care (LTC) Ombudsmen protect and help improve the quality of care and life for the frailest of our senior and disabled population. Living in a long-term care facility is often not the first choice for anyone. Many seniors and disabled adults have little option but to live in a facility and for this reason it is very important that their rights are protected. Often, long-term care residents lack the ability to exercise their rights or voice complaints about their circumstances. 15 EXHIBIT B PROGRAM WORK PLAN FY 2020-21 AGENCY NAME: Catholic Charities of Santa Clara County PROGRAM NAME: Long Term Care Ombudsman Objectives Benchmarks for Each Quarter 1st 2nd 3rd 4th TOTAL 48 unannounced site visits to Cupertino Long-term Care Facilities 12 12 12 12 48 Ombudsmen will make contact with 350 unduplicated LTC Residents 89 87 87 87 350 Ombudsmen will investigate and resolve 16 complaints 4 4 4 4 16 Total Beneficiaries 414 16 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2020-21 AGENCY NAME: Catholic Charities of Santa Clara County PROGRAM NAME: Long Term Care Ombudsman Activity Number & Description: Activity # Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun 1. 2. 17 EXHIBIT D PROGRAM BUDGET FY 2020-21 AGENCY NAME: Catholic Charities of Santa Clara County PROGRAM NAME: Long Term Care Ombudsman Proposed Program Expenses FY 2020-21 Salaries/Benefits/Payroll/Taxes $8,206.00 Office Supplies Communication Publications/Printing/Advertising Travel Rent/Lease/Mortgage Utilities Insurance Equipment Rental/Maintenance Audit/Legal/Professional Services (for CDBG portion only) IT $362.00 Direct Services (Funding for specific service such as a meal, ride) AWARDS $127.00 Indirect Cost/Administration $1305.00 Contracted Services Other Total Expenses $10,000.00 18 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of HSG funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the Term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI. Program COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers 19 All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 c. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City or completion of such work. c. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: 20 a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. c. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. 21 c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. c. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. 22 c. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/10/2020 Waldorf Risk Solutions,LLC PO Box 590 Huntington NY 11743 631-423-9500 631-424-3610 info@wrs1928.com Certain Underwriters at Lloyds,London -AA1122000 DIOJOS Safety National Casualty Corp 15105CatholicCharitiesofSantaClaraCounty 2625 Zanker Road San Jose,CA 95134 1651296370 A X 1,000,000 X Included X SIR $250,000 5,000 Included 3,000,000 X Y 20W2109B 7/1/2020 7/1/2021 3,000,000 A 1,000,000 X X SIR $250,000 20W2109B 7/1/2020 7/1/2021 A X 10,000,000 X 20XS214 7/1/2020 7/1/2021 10,000,000 B XSP40635687/1/2020 7/1/2021 1,000,000 1,000,000 1,000,000 A Professional Liability Sexual Misconduct Liability 20W2109B 7/1/2020 7/1/2021 Limit Limit SIR 1,000,000 1,000,000 250,000 Re:Catholic Charities of SC County 2625 Zanker Rd,#200 Santa Clara,CA 95135;operation of LTC Ombudsman Program to help residents of the City of Cupertino living in long term care facilities. Project #:100-72-712-600-623 Project Name:Long Term Care Ombudsman The City of Cupertino and members of the City Council and the officers,agents and employees of the City of Cupertino,individually and collectively,are named as Additional Insured,per policy language.30 Days prior written notice of cancellation or reduction in coverage is required to the City of Cupertino. City Of Cupertino Community Development Department 10300 Torre Avenue Cupertino CA 95014-3202 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 20W2109B City Of Cupertino Community Development Department 10300 Torre Avenue Cupertino CA 95014-3202 Attaching to & forming part of Certificate Number: 20W2109B Page 35 SECTION B(3) EDUCATION, RELIGIOUS PURPOSE AND SOCIAL SERVICE ORGANIZATIONS EMPLOYEE DISHONESTY AND CRIME INSURANCE POLICY DECLARATIONS Policy No.:20W2109B 1. Named Insured: The Roman Catholic Bishop of San Jose. (fully defined in Endorsement No. 7) Mailing Address: c/o The Roman Catholic Bishop of San Jose 1150 N First Street Suite #100,San Jose, CA 95112 United States of America 2. Policy Period: From:1 July 2020 To:1 July 2021 Both days at 12.01 a.m. Standard Time at the address of the Named Insured shown above and for such further period or periods as may be mutually agreed upon. 3. Limit of Liability: USD1,000,000 PER LOSS and in the aggregate. 4. Deductible: As set forth in Endorsement No.2 elsewhere herein 5. Premium: Included within the Main Schedule. 6. Service of Suit and Notice to Arbitrate: Wilson, Elser, Moskowitz, Edelman & Dicker, 650 California Street San Francisco California 94108 United States of America. 7. All Claims are to be reported directly to: Nominated Adjuster George Hills, 4010 Moor Park Avenue, Suite 106, San Jose CA 95117 United States of America Attaching to & forming part of Certificate Number: 20W2109B Page 36 8. Additional Named Insureds being on file with: Waldorf Risk Solutions, LLC, P. O. Box 590, Huntington, New York 11743, United States of America. Dated in London: 31 July 2020 Attaching to & forming part of Certificate Number: 20W2109B Page 37 EDUCATION, RELIGIOUS PURPOSE and SOCIAL SERVICE ORGANIZATIONS EMPLOYEE DISHONESTY and CRIME INSURANCE POLICY In consideration of the premium being paid, in reliance upon the representations made by the Named Insured (or made by any Insured covered by this Policy) during the negotiation and underwriting of this Policy and hereby incorporated by reference into this Policy, and subject to the definitions, terms, conditions and exclusions of this Policy, Underwriters agree: INSURING AGREEMENTS I. COVERAGE To indemnify the Named Insured and any Subsidiary thereof (as hereinafter defined in this Policy or as added by specific endorsement), (collectively referred to as, “Insured”), subject to the Limit of Liability set forth in the Declarations, for all Loss of or Loss to any Asset of an Insured proximately caused by the Dishonesty of an Employee or due to a Disappearance, Forgery or Theft of an Asset occurring during the Policy Period and reported to Underwriters during the Policy Period (or Discovery Period, if applicable), less the Deductible set forth in the Declarations. This Policy will neither (i) contribute to the reimbursement of any Loss that is also covered by any other valid and collectible insurance,nor (ii) be excess insurance to any valid and collectible insurance, including, but not limited to, such coverage as may be provided by Underwriters under the terms and conditions of their Policy, Section A, Coverage Part I, Property Damage or Policy, Section A, Coverage Part VII, Money and Securities and any applicable General Conditions and Exclusions. II. EMPLOYEE The following natural persons are defined as an “Employee” under this Policy: 1. As of the date of Loss, all duly elected or appointed administrators, directors, officers, trustees, emeriti, committee members, members of the clergy or members of the religious order sponsoring the Named Insured, but only while acting within the scope of their duties for or on behalf of the Named Insured or any Subsidiary thereof. 2. As of the date of Loss, all employees, interns, faculty members, teachers, teaching assistants, student teachers, students and volunteers, but only while acting within the scope of their duties for or on behalf of the Named Insured and any Subsidiary thereof. 3. An Employee also includes any leased worker when acting solely within the scope of his/her duties for or on behalf of an Insured pursuant to a written agreement between an Insured and a firm or company that leases workers to others in the ordinary course of its business. 4. An Employee also includes any of the above while acting as a fiduciary, trustee, administrator, officer or a statutory or leased worker of an Employee Benefit Program sponsored by an Insured for the benefit of its own Employees. Attaching to & forming part of Certificate Number: 20W2109B Page 38 III. DEFINITIONS 1.Asset means Money, Securities, or personal property which is owned, in whole or in part, by an Insured, or for which an Insured is legally liable, or such Money, Securities, or personal property in the custody or control of an Employee and/or received by an Employee, as a direct result of fundraising for the benefit of an Insured, regardless of whether an Insured ever received custody of the Money, Securities or personal property. 2.Computer Fraud means the taking of an Asset proximately caused by the use of any computer with intent to fraudulently cause the transfer of the Asset from the Insured’s custody and control or from the custody and control of an Insured’s bank, savings, thrift institution or stock brokerage firm, mutual fund, liquid assets fund or similar institution and into the custody and control of the Employee and/or any person, entity or organization with whom the Employee is conspiring to commit such Computer Fraud. 3.Disappearance means: (a) the destruction, in whole or in part, or inexplicable removal of or inability to account for the existence of Money or Securities other than by or as the result of an accounting or arithmetical error or omission; or, (b) any improper taking or abstraction of an Asset due to larceny or by any natural person other than an Employee. 4.Dishonesty means the unlawful taking, either alone or in collusion with others, of an Asset, with the intent to deprive an Insured of the Asset’s use or ownership, regardless of whether such Asset may be specifically identified and regardless of whether any deprivation of use of such Asset may be only temporary. 5.“Employee Benefit Program” means one or more of the following employee benefit plans sponsored by an Insured Entity and solely for the benefit of the employees of the Insured Entity: (a) Pension/Defined Benefit Plans and Defined Contribution Plans, Savings Plans and tax- deferred annuities (b) Employee Welfare Benefit Plans, including but not limited to “cafeteria” plans; dependent care assistance plans; group life, accident, health, Hospital and/or long-term disability plans; Vacation plans; Day Care; Scholarships; Severance Plans; (c) government-mandated employee benefit programs, including unemployment insurance, social security benefits, workers’ compensation benefits or short-term disability benefits; (d) any Employee Benefit Program for which the Insured Entity becomes legally responsible during the Policy Period as a result of a merger, consolidation or acquisition, provided: (i) written notice of such merger, consolidation or acquisition is given to Underwriters within 120 days of such event; and (ii) the Insured provides to Underwriters all information Underwriters reasonably request concerning the transaction and the Employee Benefit Program to be added to the Policy by endorsement and the Insured pays an additional premium as determined by Underwriters. 6.Forgery means the unauthorized signing of another person’s name upon, counterfeiting of, or altering of any Securities, contracts or legal instruments of an Insured, or the unauthorized signing of another person’s name upon, counterfeiting of, or altering of any monetary instrument of an Insured, including but not limited to checks, promissory notes or a direction to pay or receive a sum of money, made or drawn upon, to the order of or for the benefit of an Insured. Any such signing may be handwritten, mechanically reproduced, computer generated or otherwise. 7.Loss means the deprivation of an Asset suffered by an Insured, caused by a single act or series of related acts, resulting from Dishonesty, Disappearance, Forgeryor Theft occurring during the Policy Period and reported to Underwriters during the Policy Period (or Discovery Period, if applicable). Attaching to & forming part of Certificate Number: 20W2109B Page 39 8.Money means currency, coins, or bank notes in current use and having face value, travelers checks, register checks or money orders held for sale to the public. 9.Securities means any negotiable or non-negotiable instrument or contract representing money or property, including tokens, tickets, vouchers, revenue stamps, or credit and debit cards. Securities does not include Money, as defined above. 10.Subsidiary means any entity that is more than 50% owned by the Named Insured or for which the Named Insured has the right or controls the right to elect or appoint more than 50% of the entity’s directors or trustees. Subsidiary also means any new entity that becomes a Subsidiary during the Policy Period if within ninety (90) days of the entity becoming a Subsidiary the Named Insured provides Underwriters with notice of ownership and/or control and agrees to pay an additional premium. 11.Terrorism means an act or series of acts, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public or any section of the public, in fear. 12.Theft means the unlawful taking of an Insured’s Assets by any means, including a taking by violence or threat of violence. Theft also includes Computer Fraud. IV. EXCLUSIONS This Policy does not apply to: 1. Loss resulting from any known violation of any statute, rule or law, or criminal, fraudulent or dishonest act of an Insured entity. 2. Loss resulting from fire, flood, earthquake, explosion, vandalism, terrorism, malicious mischief, or nuclear/radioactive contamination, other than Loss of or damage to Money and Securities and the safes and vaults containing such Money or Securities. 3. Loss to an Asset while in the custody of a third party under the terms of a contract, whether oral or written. 4. Loss resulting from war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority. 5. Income, including any interest or dividends or other types of gain, not realized by the Insured as a result of any Loss. 6. Loss that is established solely by: (a) a computation or comparison of profits or losses; or (b) a computation or comparison of inventory records with an actual physical count; provided, however, if it is alleged that an Employee is identified as proximately causing a Loss, such records may be submitted as supporting documentation of such Loss. 7. Loss resulting from the seizure or destruction of an Asset by order of any Court, governmental, judicial or public administrative authority or by any police or military authority. 8. Loss of software, computer programs, accounting records, intangible property, proprietary information, trade secrets, patents, trademarks, copyrights, customer lists or other confidential information. 9. Any cost or expense for the reconstruction of an Insured’s accounting records, including but not limited to auditing and accounting fees and costs. Attaching to & forming part of Certificate Number: 20W2109B Page 40 10. Loss of bullion, precious metals, precious or semi-precious stones or jewelry. 11. Loss of books or manuscripts. 12. Loss resulting from disappearance arising from an Insured giving or surrendering such Assets in an exchange, swap or purchase in the ordinary course of business. 13. Loss after an Insured has actual knowledge that the Employee has previously committed a forgery, theft, fraudulent or criminal or dishonest act during the Employee’s term or service or prior to such term of service if the act involved Assets, Money or Securities valued at USD10,000 or more. 14. Loss of any Asset, Money or Securities while in the custody of an armored car company. 15. Loss from a devolution that benefits any entity and/or natural person acting in the capacity of an insurance broker, securities broker/dealer or financial advisor under the terms of any contract, whether oral or written, between the Insured and the entity and/or a natural person. 16. The legal fees or costs defending any legal or administrative proceeding brought against an Insured or the legal fees or costs incurred by the Insured in prosecuting any legal proceeding, except as a direct result of and only in those instances where the Insured’s commercial bank has refused to pay a negotiable instrument as a result of an alleged Forgery. V. GENERAL TERMS AND CONDITIONS 1.Prior Insurance: Any Loss that occurs partly during this Policy Period and partly during the policy period of any previous policy issued by Underwriters, for which the Discovery Period has not expired, shall be limited to the amount of insurance under the previous policy or this Policy, whichever is greater. The Insured will be subject to only that single Deductible applicable to the larger amount of insurance under the previous policy or this Policy. 2.Deductible and Other Insurance: Any Loss under this Policy shall be excess of the amount of all other valid and collectible insurance or indemnity available to an Insured and such collectible Loss will be further reduced by the Deductible set forth in Item 4 of the Declarations. If a Loss is covered partly under this Policy and partly under a prior policy issued by another Insurer, the Deductible under this Policy that is applicable to the Loss will be reduced by the amount of any Deductible actually applied to the Loss under any such other applicable policy. 3.Limit of Liability: The Aggregate Limit of Liability set forth in Item 3 of the Declarations, reduced by the total of all Deductibles applicable to all indemnified Loss paid under this Policy, is the maximum amount Underwriters will pay for all Loss under this Policy. Regardless of the number of years this Policy is in force or the number of premiums paid, the Limit of Liability in Item 3 of the Declarations shall not be cumulative over policy periods. 4.Notification Provisions: Upon knowledge or discovery of Loss or an occurrence that may reasonably give rise to a Loss, the Insured shall: (a) Provide Underwriters with a notarized, written notice no later than ninety (90) days after such knowledge or discovery, along with a copy of all documents in the Insured’s possession that relate to the Loss; submit to such examination, under oath, as may be requested by Underwriters or their agent or representatives; (b) Provide notice to the police and all other appropriate legal authorities of any Loss resulting from a Disappearance, Dishonesty, Forgery or Theft; (c) Provide Underwriters with all requested information and documents and cooperate with Underwriters in the investigation, adjustment, prosecution and/or subrogation of the Loss; permit the examination of all books and records of the Insured with respect to any settlement of the Loss; (d) The Insured shall do nothing to impair Underwriters’ rights of recovery and subrogation set forth in paragraph 7, below. Attaching to & forming part of Certificate Number: 20W2109B Page 41 5.Basis of Valuation and Settlement: Underwriters shall not be liable for more than: (a) the actual cash value of or the actual cost of replacing Securities, whichever is less, as of the close of business on the day of the Loss; (b) the face value of Money or the foreign exchange rate as of the close of business on the day of the Loss; (c) with respect to any other Asset, at Underwriters’ sole option, the actual cash value, the cost of repair, or the cost of replacement, as of the close of business on the day of the Loss; 6.Consolidation or Merger: Underwriters will automatically extend coverage, without the payment of an additional premium for the remainder of the Policy Period, to any new entity that merges or consolidates with the Named Insured and which generates less than 15% of the Named Insured’s annual revenue. Underwriters may extend coverage for the remainder of the Policy Period to any new entity that merges or consolidates with the Named Insured and which generates 15% or more of the Named Insured’s annual revenue, provided, the Insured gives Underwriters ninety (90) days prior written notice of such consolidation or merger and also agrees to pay any additional premium required by Underwriters. 7.Subrogation: Underwriters shall be subrogated to the Insured’s rights of recovery to the extent of any payment under this Policy. The Insured shall execute all documents required and shall do all that is necessary to secure and preserve Underwriters’ subrogation rights or to enable Underwriters to effectively bring a civil or criminal lawsuit in the name of the Insured. 8.Authority: It is agreed that the Named Insured may act on behalf of all Insureds with respect to the giving of any Notice required by this Policy, the cancellation of this Policy, the payment of premiums and the receiving of any return premiums that may become due under this Policy, the receipt and acceptance of any endorsements issued to form a part of this Policy; this Policy and the rights and obligations under the terms of this Policy are not assignable without (i) the prior written consent of Underwriters, (ii) an endorsement to this Policy memorializing Underwriters’ consent, and (iii) payment of any applicable additional premium required by Underwriters. 9.Recoveries by Subrogation or Otherwise: any recovery, not to include insurance, surety, reinsurance or indemnity purchased for Underwriters’ own benefit, less any fees and costs attributable to obtaining such recovery, and received after settlement of a Loss covered by this Policy, shall be distributed by Underwriters, as follows: (a) First, to the Insured for the amount of any Loss sustained that exceeds Underwriters’ Limit of Liability; (b) Next, to Underwriters for the total amount of the Settlement paid by Underwriters to an Insured; and (c) the remainder, if any, shall be paid to the Insured. VI. DISCOVERY PERIOD Underwriters shall be liable to an Insured for Loss discovered and reported in writing to Underwriters within one year following either the expiry date or the termination date set forth in the cancellation notice, in accordance with the terms and conditions of this Policy. VII. ACTION AGAINST UNDERWRITERS Except as may be provided by a “direct action” Statute, this Policy does not provide any third-party right to join Underwriters as a party to any action brought against an Insured, nor shall Underwriters be impleaded into any action by the Named Insured or any Insured. VIII. CANCELLATION CLAUSE Attaching to & forming part of Certificate Number: 20W2109B Page 42 This Policy may be cancelled by the Named Insured set forth in Item 1 of the Declarations at any time by written notice or by surrender of the Policy. This Policy may also be cancelled by or on behalf of the Underwriters by delivering to the Insured or by mailing to the Insured, by registered, certified or other first- class mail, at the Insured's address as shown in Item 1 of the Declarations, written notice stating when, not less than ninety (90) days thereafter, except thirty (30) days for non-payment of premium, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice and this insurance shall terminate at the date and hour specified in such notice. If this Policy is cancelled by the Named Insured, Underwriters shall retain the customary short rate proportion of the premium hereon. If this Policy shall be cancelled by Underwriters, Underwriters shall retain the pro rata proportion of the premium hereon and any unreimbursed Deductible due on account of a Loss under any Policy issued by Underwriters. Payment or tender of any unearned premium by the Underwriters shall not be a condition precedent to the effectiveness of cancellation but such payment shall be made as soon as practicable. If the period of limitation relating to the giving of notice is prohibited or made void by any law controlling the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. IX. AUTOMATIC CANCELLATION FOR EMPLOYEE DISHONESTY This Policy shall also be automatically cancelled with respect to any Employee upon discovery by an Insured of any dishonesty or upon thirty (30) days notice to the Named Insured of written notice of cancellation from Underwriters with respect to any Employee. X. MEDIATION AND ARBITRATION: An independent investigator will review the facts and determine the quantum of Loss. If the Insured and Underwriters cannot agree upon the settlement of Loss or there is an alleged breach of any of the terms or conditions of this Policy, and if the dispute cannot be settled through negotiation, the parties shall first try, in good faith, to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to binding arbitration. It is also agreed that any controversy or claim arising out of or relating to this Policy or the breach of any of its terms or conditions, whether arising during the Policy Period or after cancellation or termination of this Policy, including any determination of the amount of Loss, shall be settled by arbitration administered by the American Arbitration Association under itsCommercial Arbitration Rules. The Arbitration shall be before a panel of three (3) Arbitrators, appointed in accordance with said Commercial Arbitration Rules, having expertise in the legal and insurance issues relevant to the matters in dispute. The written decision of the arbitrators shall be provided to all parties and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitrators’ award shall not include attorney fees or other costs. Any party may commence such arbitration proceeding in a location that is mutually agreed upon between Underwriters and the Named Insured. If the parties cannot agree upon a location, the fixing of a locale shall be in accordance with the above-mentioned Commercial Arbitration Rules. The arbitrators shall give due consideration to the general principles of American jurisprudence in the construction and interpretation of this Policy. Where the language of this Policy is alleged to be ambiguous or otherwise unclear, the issue shall be resolved in the manner most consistent with the relevant terms, conditions, provisions or exclusions of this Policy, disregarding the authorship of the language. The arbitrators shall also disregard the doctrine of reasonable expectation and may not make any presumption or arbitrary interpretation of construction in favor of any party. Each party shall bear equally the expenses of any mediation or arbitration. XI. SERVICE OF SUIT CLAUSE This Service of Suit Clause will not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in any Arbitration provision within this Policy. This Clause is intended as an aid to compelling arbitration or enforcing such arbitration or arbitral award, not as an alternative to such Arbitration provision for resolving disputes arising out of this contract of insurance. It is agreed that in the event of the failure of the Underwriters hereon to pay any amount claimed to be due hereunder, the Underwriters hereon, at the request of the Insured will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Clause constitutes or should be understood to constitute a waiver of an Insured’s or Underwriters' rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any State or Territory of the United States. Attaching to & forming part of Certificate Number: 20W2109B Page 43 It is further agreed that service of process in such suit may be made upon the person or firm set forth in Item 6 of the Declarations or their representative and that in any suit instituted against any one of them upon this contract, Underwriters will abide by the final decision of such court or of any appellate court in the event of an appeal. The person or firm set forth in Item 6 of the Declarations or their representative are authorized and directed to accept service of process on behalf of Underwriters in any such suit and/or upon the request of the Insured to give a written undertaking to the Insured that they will enter a general appearance upon Underwriters' behalf in the event such a suit shall be instituted. Further, pursuant to any statute of any state or territory of the United States which makes provision therefore, Underwriters hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose by statute, or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. 1284BMS00379A Catholic Charities Final Audit Report 2020-11-06 Created:2020-10-30 By:Abby Ayende (AbigailA@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAPkUAHmPzId5a_4WlR9NqfairFiXQTylD "Catholic Charities" History Document created by Abby Ayende (AbigailA@cupertino.org) 2020-10-30 - 3:16:27 PM GMT- IP address: 108.204.1.114 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-10-30 - 3:17:38 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-11-02 - 3:22:00 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Heather M. Minner (heatherm@cupertino.org) for signature 2020-11-02 - 3:22:02 PM GMT Email viewed by Heather M. Minner (heatherm@cupertino.org) 2020-11-05 - 0:25:27 AM GMT- IP address: 45.41.142.239 Document e-signed by Heather M. Minner (heatherm@cupertino.org) Signature Date: 2020-11-05 - 0:25:54 AM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2020-11-05 - 0:25:56 AM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2020-11-05 - 11:39:58 PM GMT- IP address: 104.47.45.254 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2020-11-05 - 11:40:11 PM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia 11/5/20 (kirstens@cupertino.org) for signature 2020-11-05 - 11:40:13 PM GMT Email viewed by Kirsten Squarcia 11/5/20 (kirstens@cupertino.org) 2020-11-06 - 1:25:45 AM GMT- IP address: 69.110.137.176 Document e-signed by Kirsten Squarcia 11/5/20 (kirstens@cupertino.org) Signature Date: 2020-11-06 - 1:26:35 AM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2020-11-06 - 1:26:35 AM GMT