APPLICABLE DOCUMENTS 1.1 This Contract and the Exhibits hereto, constitute the complete and exclusive statement of understanding between the parties, which supersedes all previous Contracts, written or oral, and all other communications between the parties relating to the subject matter of this Contract. No change to this Contract shall be valid unless prepared pursuant to Part II, Section 5.0, “Changes and Amendments” and signed by both parties. 1.2 Exhibits A through A-17, B, C through C-3, D through D-4, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W through W-1 set forth below, are attached to and incorporated by reference in this Contract. 1.3 The headings, page numbers, sections, and sub-section numbers contained in this Contract are for convenience and reference only and are not intended to define the scope of any provision herein. 1.4 In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, contents or description of any task, deliverable, product, service, or other work between this Contract, Statement of Work, and Exhibits, or among Exhibits, said conflict or inconsistency shall be resolved by giving precedence first to the Contract, Statement of Work, and Attachments according to the following priority: Exhibit A Statement of Work Exhibit A-1 ▇▇▇▇▇▇ Family Agency Reference Links Exhibit A-2 Service Delivery Sites Exhibit A-3 Intentionally Left Blank Exhibit A-4 Intentionally Left Blank Exhibit A-5 Special Incident Reporting Guide for FFAs Exhibit A-6 FFA Monthly Utilization Report Template Exhibit A-7 Intentionally Left Blank Exhibit A-10 Discharge Summary for DCFS: ▇▇▇▇▇▇ Family Agency Exhibit A-11 Provider Needs and Services Plan/Quarterly Report Template Information Exhibit A-12 Applicant’s Authorization for Release of Information Exhibit A-13 ▇▇▇▇▇▇ Family Agency’s Plan of Operations and Program Statement Exhibit A-13a CDSS Approval Letter for Resource Family Approval (RFA) Implementation Plan Exhibit A-14 ISFC FFA Facility License(s) Exhibit A-15 ISFC FFA Rate Letter Exhibit A-16 Intentionally Left Blank Exhibit A-17 Adoption License or MOU Exhibit B Line Item budget Exhibit C Office of Management and Budget (OMB) Title 2 Code of Federal Regulations (CFR), Part 200 and 2 CFR 1.100, title 2, Part 1 Exhibit C-1 Auditor-Controller ▇▇▇▇▇▇ Family Agency Contract Accounting and Administration Handbook Exhibit C-2 Auditor-Controller/Department of Children and Family Services/Probation Department Fiscal Audit Phases, Fiscal/Audits of ▇▇▇▇▇▇ Family Agency ▇▇▇▇▇▇ Care Services Contractors Exhibit C-3 Los Angeles County Annual Revenue and Expenditure Report including Form FCR 12 FFA Exhibit D Contractor Acknowledgment and Confidentiality Agreement Form Exhibit D-1 Contractor Employee Acknowledgment and Confidentiality Agreement Form Exhibit D-2 Contractor Non-Employee Acknowledgment and Confidentiality Agreement Form Exhibit D-3 Confidentiality of Criminal Offender Record Information (▇▇▇▇) Form Exhibit D-4 Resource ▇▇▇▇▇▇ Parent Acknowledgment and Confidentiality Agreement Form Exhibit E Statement of Dangerous Behaviors and California Department of Social Services Child Welfare Services Manual, Section 31-405 Exhibit F IRS Notice 1015 - Notice to Employees Regarding Federal Earned Income Credit (FEIC) Exhibit G Payment Resolution Notification (COV 71) Exhibit H Overpayments Policy Exhibit I Contractor’s Certification of Compliance with Child, Spousal and Family Support Orders Exhibit J Contractor’s Certification of Compliance with all Federal and State Employment Reporting Requirements Exhibit K Contractor’s Equal Employment Opportunity (EEO) Certification Exhibit L Charitable Contributions Certification Exhibit M Defaulted Property Tax Certification Form Exhibit N DCFS ▇▇▇▇▇▇ Family Agency Contract Investigation/Monitoring/Audit Remedies and Procedures (As Amended on February 24, 2014) Exhibit O Federal Debarment and Suspension Certification Form Exhibit P Contractor’s Compliance with Encryption Requirements Form Exhibit Q Zero Tolerance Human Trafficking Policy Certification Form Exhibit R Certification of Compliance with Background and Security Investigation Exhibit S Safely Surrendered Baby Law Fact Sheet Exhibit T County of Los Angeles Contractor Employee Jury Service Program Certification Form (Code 2.203) Exhibit U County’s Administration Exhibit V ISFC Contractor’s Administration Exhibit W Sample Report on Outside Employment Exhibit W-1 Sample Report on Conflict of Interest
Assignments Generally The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Amendments Generally This Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by not less than a majority of the Board of Trustees and, to the extent required by this Declaration of Trust, the 1940 Act or the requirements of any securities exchange on which Shares are listed for trading, by approval of such amendment by the Shareholders in accordance with Article III, Section 6 hereof and Article V hereof. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval or upon such future date and time as may be stated therein. The Certificate of Trust shall be restated and/or amended at any time by the Board of Trustees, without Shareholder approval, to correct any inaccuracy contained therein. Any such restatement and/or amendment of the Certificate of Trust shall be executed by at least one (1) Trustee and shall be effective immediately upon its filing with the office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein.
Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.
Prepayments Generally The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, in the case of SOFR Loans, and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loans.