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HomeMy WebLinkAboutContracts & Agreements_120A-2019CITY OF REDLANDS COMMUNITY DEVELOPMENT BLOCK GRANT SUBRECIPIENT AGREEMENT This agreement for Community Development Block Grant ("CDBG") funding ("Agreement") is made and entered into this 20th day of June, 2019 ("Effective Date"), between the City of Redlands, a California municipal corporation ("City") and YMCA of the East Valley, a non-profit organization ("Subrecipient") City and Subrecipient are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City has entered into a Contract with the County of San Bernardino Department of Community Development and housing, hereinafter referred to as "CDH", to execute the CITY's Community Development Block Grant (CDBG) program under the Housing and Community Development Act of 1974, as amended, hereinafter referred to as the "ACT", and WHEREAS, Subrecipient operates a program which is an eligible CDBG activity as specified in Section 570 208 of the CDBG regulations promulgated by the United States Department of Housing and Urban Development ("HUD"), and WHEREAS, City and Subrecipient recognize that Subrecipient's program entitled "Legal Aid Program" (the "Program") is beneficial to the well being of low- and moderate -income residents of City, and WHEREAS, Subrecipient proposes to offer the Program to qualified low- and moderate - income residents of City, NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Subrecipient agree as follows AGREEMENT Section 1. Term and Scope of Services A Term of Agreement The term of this Agreement is July 1, 2019 through June 30, 2020 Such term may be extended by City's City Manager should additional time for auditing the Program be required in accordance with law B Program Delivery Subrecipient will be responsible for administenng a Legal Aid Program in a manner satisfactory to HUD, CDH, and City and consistent with any standards required as a condition of City providing Subrecipient with CDBG funds The program will include the following activities ("Activities") eligible under the CDBG program Activity #1 Legal Aid Services Provides assistance in resolving legal matters such as divorce, custody, guardianship, and other family law issues CDBG funds a portion of the program personnel costs to administer the program Page 1 of 12 Q 1?JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doc C Eligible Service Area Only CDBG eligible expenses associated with providing the Activities described in this Section to persons residing within the corporate limits of the city of Redlands are eligible for reimbursement under this Agreement D Scope of Activity Subrecipient shall not make any changes in the scope of the Activities without prior written authorization from City Upon receipt of a request by Subrecipient, City's City Manager, or his or her authorized designee, may amend the scope of the Activities by written agreement with Subrecipient, provided that such amendment shall not increase Subrecipient's compensation or violate Federal regulations E National Objectives All Activities funded with CDBG funds must meet one of the CDBG program's National Objectives benefit low- and moderate -income persons, aid in the prevention or elimination of slums or blight, or meet community development needs having a particular urgency, as defined in 24 CFR 570 208 Subrecipient certifies that the Activities carried out under this Agreement will meet the National Objective of benefiting Low- to Moderate Income Clientele (LMC) 570 208(a) (2) (i) (B) Ii Goals and Performance Measures Subrecipient agrees to provide the following Levels of Program Activities during the 2019-2020 program year Activity Total Units/Year Matrix Code Legal Aid 250 Chents/Year O5C Legal Services Section 2. Compensation and Payment. A Compensation City shall pay Subrecipient a "not -to -exceed" amount of Ten Thousand Dollars ($10,000 00) B Reimbursement It is the intent of City in entering into this Agreement to acknowledge that the funds expended by Subrecipient in the performance of its Program, from and after July 1, 2019, shall be eligible for reimbursement pursuant to this Agreement C Budget Reimbursement of allowable costs shall be made against the line item budgets specified below, herein and in accordance with performance Line Item Amount Personnel Costs $10,000 00 D Payment Procedures Subrecipient shall provide City with quarterly invoices City will review the quarterly invoices and expenditure information submitted by Subrecipient to determine that the Activities performed, and expenditures made, are consistent with the approved budget and this Agreement City shall process the invoices for payment in accordance with its usual manner Payment will generally be made within thirty (30) calendar days Should City determine that Subrecipient has not performed its obligations as stated in this Agreement in a satisfactory manner, or if City determines that insufficient supporting information has been submitted, City shall notify Subrecipient in writing within 15 days of receipt of the reimbursement invoice of its determination specifying in detail the objections which City has to Subrecipient's performance or expenses and the additional information needed to process the Page 2 of 12 Q 11JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doc invoice, as applicable Failure of Subrecipient to respond in writing within 30 days of the date of notice from City shall render the reimbursement request null and void E Changes in Grant AIlocation City reserves the nght to reduce the grant allocation to Subrecipient when City's fiscal monitoring indicates that Subrecipient's rate of expenditures will result in unspent funds at the end of the Program year Changes in the grant allocation may be made after consultation with Subrecipient Section 3. Financial Management A Accounting Standards Subrecipient shall comply with 24 CFR 84 21-28 and 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 Organizations," or A-21, "Cost Principles for Educational Institutions" as applicable These principles shall be applied for all costs incurred whether charged on a direct or indirect basis C Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to City for approval, in a form specified by City D Program Income Subrecipient shall report quarterly all program income (as defined at 24 CFR 570 500(a)) generated by the Activities earned out with CDBG funds made available under this Agreement The use of Program income by Subrecipient shall comply with the requirements set forth in 24 CFR 570 504 By way of further limitation, Subrecipient may use such income during the contract period for Activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such Program income balances on hand All unexpended Program income shall be returned to City at the completion of this Agreement Any interest earned on cash advances from the U S Treasury and from funds held in a revolving fund account is not Program income and shall be remitted promptly to City Section 4 Documentation and Record Keeping. A Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570 506 that are pertinent to the activities to be funded under this Agreement Such records shall include but not be limited to 1 Records providing a full description of each Activity undertaken, 2 Records demonstrating that each Activity undertaken meets one of the National Objectives of the CDBG program, 3 Records required to determine the eligibility of Activities, 4 Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance, 5 Records documenting compliance with the fair housing and equal opportunity components of the CDBG program, Page 3 of 12 Q 1+JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doc 6 Records documenting payroll and time attendance signed by the employee and approved by the supervisor reflecting total work time on a daily basis by program and/or funding source, as applicable 7 Financial records as required by 24 CFR 570 502, and 24 CFR 84 21-28, and 8 Other records necessary to document compliance with Subpart K of 24 CFR Part 570 B Client Data Subrecipient shall maintain client data demonstrating client eligibility for services provided Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided Such information shall be made available to HUD, CDH, or City representatives for review upon request C Close-outs Subrecipient's obligation to HUD, CDH and City shall not end until all close-out requirements are completed Activities during this close-out period shall include, but are not limited to making final payments, disposing of Program assets (including the return of all unused materials, equipment, unspent cash advances, Program income balances, and accounts receivable to City), and determining the custodianship of records Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG funds, including Program income D Quarterly Performance Report Subrecipient shall prepare and submit quarterly reports regarding Program accomplishments as required by HUD, CDH, or City to assist CDH and City in meeting record keeping and reporting requirements, as may be mandated by HUD from time to time E Records Retention Subrecipient shall make available to HUD, CDH, or City all books and records relating to the Program supported by funds paid pursuant to this Agreement, and take all such actions as may be necessary to protect the right of HUD, CDH or City to examine and audit all said books and records including but not limited to, work data, documents, proceedings, and Activities related to this Agreement for a period of five (5) years from the date of final payment under this Agreement Subrecipient shall maintain said records in a manner which will indicate actual time and allowable costs with respect to all work performed hereunder as required by Federal regulations F Audits and Inspections All Subrecipient records with respect to any matters covered by this Agreement shall be made available to City, CDH, HUD, or the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data Any deficiencies noted in audit reports must be fully cleared by Subrecipient within 30 days after receipt by Subrecipient Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning Subrecipient audits and OMB Circular A-133 Section 5. Insurance. Subrecipient shall not commence any Program Activities under this Agreement until it has obtained all insurance required hereunder with a company or Page 4 of 12 Q 1!7ANETICDBG12019-20201PSA Agreements119-20 PSA Agreement YMCA doc companies acceptable to City, nor allow any of its subcontractors to commence any Activities for the Program until all insurance required of Subrecipient and its subcontractor have been obtained Subrecipient and its subcontractors shall take out and maintain at all times during the term of this Agreement the following policies of insurance A Worker's Compensation Insurance Subrecipient shall furnish to City a copy of its policy of insurance as proof that it has taken out full worker's compensation insurance for all persons who it may employ directly or through subcontractors in carrying out the Program, in accordance with the laws of the State of California In accordance with the provisions of California Labor Code Section 3700, every employer shall secure the payment of compensation to his employees Subrecipient shall sign and file with City a certification as follows "I am aware of the provisions in Section 3700 of the Labor Code which requires every employer to be insured against liability for workers compensation or to undertake self insurance in accordance with the provisions of that Code, and 1 will comply with such provisions of that Code, and I will comply with such provisions before commencing the performance of the Program described in this Agreement " B Comprehensive General Liability Insurance Throughout the term of this Agreement, at Subrecipient's sole cost and expense, Subrecipient shall keep, or cause to be kept, in full force and effect, for the mutual benefit of City and Subrecipient against claims and liabilities for personal injury, death, or property damage arising from Subrecipient's activities, a policy of liability insurance Minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days pnor written notice to City Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City Certificates of insurance and endorsements shall be delivered to City prior to commencement of the Program C Business Auto Liability Insurance Throughout the term of this Agreement, Subrecipient shall maintain business auto liability coverage, with minimum limits of one million ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability This coverage shall include all Subrecipient owned vehicles used to conduct Subrecipient Activities, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and a certificate of insurance shall be delivered to City prior to commencement of the Program D General Insurance Requirements All insurance required by this Agreement shall be carried only with responsible insurance companies licensed and admitted to do business in the State of California and policies required under subsections B and C of this Section 5 shall naive as additional insured's City, and its elected officials, officers, employees, and agents All policies shall contain language, to the effect that (1) the insurer waives the right of subrogation against City and City's elected officials, officers, employees, and agents, (2) the policies are primary and non-contributing with any insurance that may be carried by City, and (3) they cannot be canceled or matenally changed except after thirty (30) days' pnor written notice by the insurer to City, delivered by certified mail All such policies shall be amended or endorsed to add City and its elected officials, officers, agents, representatives and employees as additional named insured's Subrecipient shall furnish City with copies of all such policies and endorsements Page 5 of 12 Q 1'JANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doe promptly upon receipt of them A "Certificate of Insurance" showing the additional named insured's and other aforementioned provisions shall not be adequate Section 6 Compliance with Federal Laws Subrecipient shall comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U S Housing and Urban Development regulations concerning CDBG grants including subpart K of these regulations, except that (1) Subrecipient does not assume City's environmental responsibilities described in 24 CFR 570 604 and (2) Subrecipient does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52 Subrecipient also shall comply with all other apphcable Federal, state, and local laws, regulations, and policies governing the funds provided under this Agreement Subrecipient further shall utilize funds available under this Agreement to supplement rather than supplant funds otherwise available Section 7. Procurement. A Compliance Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as by such policy as may be procured with funds provided herein All Program assets (unexpended prograin income, property, equipment, etc) shall revert to City upon termination of this Agreement B Office of Management and Budget (OMB) Standards Unless specified otherwise in this Agreement, Subrecipient shall procure all matenals, property, or services in accordance with the requirements of 24 CFR 84 40-48 C Use of Funds for Entertainment Meals or Gifts Subrecipient shall not use funds provided pursuant to this Agreement to pay for entertainment, meals or gifts D Travel Subrecipient shall obtain wntten approval from City for any travel outside of the City of Redlands with funds provided under this Agreement Section S. Use and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570 502 570 503, and 570 504, as applicable, which include but are not limited to the following A Subrecipient shall transfer to City any Program funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination B Real property under Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570 208 until five (5) years after expiration of this Agreement (or such longer period of time as the City deems appropriate) If Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, Subrecipient shall pay City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property Such payment shall constitute program income to City Subrecipient may retain real property acquired or unproved Page 6 of 12 Q 1'JANETICDBG12019-20201PSA Agreements\19-20 PSA Agreement YMCA doc under this Agreement after the expiration of the five-year period (or such longer period of time as City deems appropriate) C In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be Program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment) Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to City (an amount equal to the current fair market value of the equipment less the percentage of non- CDBG funds used to acquire the equipment) Section 9 Non -Discrimination A Subrecipient shall comply with Executive Order 11246 which requires that dunng the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of race, religion, sex, color or national ongin Such action shall include, but not be limited to the following employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by and Subrecipient setting forth the provisions of this nondiscrimination clause B Subrecipient shall comply with Title VI of the Civil Rights Act of 1964 as amended which provides that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discnmination under any program of activity receiving federal financial assistance C No person shall, on the grounds of race, sex, creed, color, religion, marital status, national ongin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement Sub -recipient is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended D Subrecipient shall comply with the Age Discrimination Act of 1975 which requires that, during the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of age Such action shall include, but not be limited to the following employment upgrading, demotion, or transfer, rates of pay or other fon-ns of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by Subrecipient setting forth the provisions of this age discrimination clause E Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, as defined in section 706 (20) of this title, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discnmination under any program or activity receiving Federal financial assistance or under any program or activity conducted by any Executive agency or by the United States Postal Service Page 7of12 Q 1'JANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doc Section 10. Religious Proselytizing or Political Activity Subrecipient shall not perform or permit any religious proselytizing or political activities prohibited by 24 CFR 570 200(j) in connection with its performance under this Agreement Subrecipient shall not discnminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion, and (1) it will provide no religious instruction or counseling, conduct no religious worship or services, engaging in no religious proselytizing, and exert no other religious influence in the provision such public services, and (2) the portion of a facility used to provide public services assisted m whole or in part under this Agreement shall contain no sectanan or religious symbols Section 11 Certification Regarding Lobbying. Subrecipient certifies, to the best of its knowledge and belief, that A No federal appropriated funds have been paid or will be paid, by or on behalf of Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an office or employee of Congress in connection wit the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement B If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any agency, a member of Congress, and officer or employee of Congress, or any employee of a member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Forni-LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions C Subrecipient shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and Subrecipient shall take all actions necessary to ensure that all Subrecipient's shall similarly certify and disclose accordingly Section 12 Conflict of Interest Subrecipient agrees to abide by the provisions of 24 CFR 84 42 and 570 611, which include, but are not limited to, the following A Subrecipient shall maintain a written code or standards of conduct that govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds B No employee, officer or agent of Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved C No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, either for themselves or those with Page 8 of 12 Q 1rJANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doe 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 City, Subrecipient, or any designated public agency D Subrecipient certifies that no member, officer or employee of Subrecipient is an officer or employee of City or member of any of its boards, commissions or committees or has any interest or holdings, which could be affected by any actions taken in execution of this Agreement Section 13 Compliance with Law. In the course of conducting the Program under this Agreement, Subrecipient, its agents and employees, shall be bound by and comply with all applicable Federal, state and local laws and regulations Section 14. Section 3 of the Housing and Community Development Act of 1968 Subrecipient shall make every effort to provide training opportunities for low- and moderate - income persons residing within the community where the Program is located and contracts awarded to local businesses therein, to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder pnor to the execution of this Agreement Compliance with the foregoing requirements shall be a condition of the Federal financial assistance provided under this Agreement and binding on Subrecipient Failure to fulfill these requirements shall subject Subrecipient, and its successors and assignees, to those sanctions specified through which Federal assistance is provided Subrecipient certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements Subrecipient shall make every effort to ensure that all Program Activities funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women Section 15. Amendment This Agreement may be amended or modified only by wntten agreement signed by the Parties, and the failure on the part of any Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or other provisions by such Party Section 16 Termination and Suspension In accordance with 24 CFR 85 43, suspension or termination of this Agreement may occur if the Subrecipient rnaterially fails to comply with any of the terms of this Agreement, which include, but are not limited to the following A Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time, B Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement, or C Ineffective or improper use of funds provided under this Agreement, or D Submission by the Subrecipient to City reports that are incorrect or incomplete in any material respect, or E Failure to take satisfactory corrective action as directed by City Page 9 of 12 Q 1'JANET\CDBG12019 20201PSA Agreements119-20 PSA Agreement - YMCA doc In accordance with 24 CFR 85 44, this Agreement may be terminated by City or Subrecipient, in whole or in part, upon the giving of a written "Notice of Termination" at least thirty (30) days prior to the date of termination specified in said Notice In the event this Agreement is terminated, Subrecipient shall be compensated on a pro rata basis with respect to the percentage of the Program completed as of the date of termination In no event, however, shall Subrecipient receive more than the maximum specified compensation in this Agreement Upon expiration or termination of this Agreement, Subrecipient shall transfer to City all CDBG funds on hand at the time of expiration/termination and any accounts receivable attnbutable to the use of CDBG funds Section 17 Jomt Fundmg For programs in which there are sources of funds received by Subrecipient from the private sector in addition to HUD/CDBG funds, Subrecipient shall provide proof of such funding to City upon receipt of such funds City shall not reimburse for any services provided by Subrecipient which are funded by other sources All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting apply to the total program regardless of funding sources The United States of America through HUD may in the future place programmatic or fiscal limitations on CDBG funds not presently anticipated Accordingly, the City reserves the right to amend this Agreement in order to take account of actions affecting HUD program funding In the event of funding reduction, City may reduce all or part of the budget and compensation payable to Subrecipient under this Agreement, and may, at its sole discretion, limit Subrecipient's authonty to commit and spend fiends, and may restrict Subrecipient's use of both its uncommitted and its unspent funds Where HUD has directed or requested City to implement a reduction in fiinding, with respect to funding for this Agreement, the City Manager or his designee, may act for City in nnplementing and effecting such a reduction by amending this Agreement for such purpose Section 18. Indemnification. Subrecipient shall indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, agents, employees, and consultants, from all liability, from loss, damage or injury to persons or property, including the payment by Subrecipient of any and all legal costs and attorneys' fees, in any manner arising out of or incidental to the performance by Subrecipient, and/or its employees and agents, of this Agreement, including, but not limited to, all consequential damages to the maximum extent permitted by law Section 19 Independent Contractor. Nothing contained m this Agreement is intended, or shall be construed in any manner to create or establish the relationship of employer/employee between City and Subrecipient Subrecipient shall at all times remain an independent contractor with respect to the Program Activities to be performed under this Agreement Section 20 Assignment No assignment of the Agreement or of any part or obligation of performance hereunder shall be made, either in whole or in part, by Subrecipient without the prior written consent of City Section 21 Governing Law The laws of the State of California shall govern the rights, obligations, duties and liabilities of the Parties and shall also govern the interpretation of this Agreement Section 22 Attorneys' Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the Page 10 of 12 Q 1rJANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doe prevailing Party shall be entitled to its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party, and all costs of the action, which may be set by the Court in the same action or in a separate action brought for that purpose, in addition to any other relief to which the Parties may be entitled Section 23. Entire Agreement. This Agreement represents the entire agreement between City and Subrecipient, and supersedes all prior negotiations, representations or agreements, either wntten or oral, with respect to the subject matter hereof Section 24. Handbook Receipt Certification Subrecipient certifies that it has received the HUD published "Playing by the Rules — A Handbook for CDBG Subrecipient's on Admanastrative Systems" in either print or electronic format from City Subrecipient further certifies and agrees that it is Subrecipient's obligation under this Agreement to read and understand the Handbook Section 25 Notices Any and all notices, demands, invoices, and wntten communications between the Parties shall be addressed as set forth in this paragraph The below named individuals, furthermore, shall be those persons primarily responsible for the performance by the Parties under this Agreement, unless otherwise modified by subsequent written notice Subrecipient Representative Darwin Barnett, CEO YMCA of the East Valley 500 E Citrus Ave Redlands, CA 92373 City Representative Janet Miller, Project Manager 11 Development Services Department City of Redlands P O Box 3005 Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section Page 11 of 12 Q UJANETICDBG120I9-20201PSA Agreements119 20 PSA Agreement - YMCA doc CITY WaTIttaL__ Jan - - cConnell Assistant City Manager ATTEST J Donaldson Tiy Clerk SUBRECIPIENT arwin Barnett CEO Page 12 of 12 Q 1!JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - YMCA doc CITY OF REDLANDS COMMUNITY DEVELOPMENT BLOCK GRANT SUBRECIPIENT AGREEMENT This agreement for Community Development Block Grant ("CDBG") funding ("Agreement") is made and entered into this 20th day of June, 2019 ("Effective Date"), between the City of Redlands, a California municipal corporation ("City") and San Bernardino Sexual Assault Services, Inc , a non-profit organization ("Subrecipient") City and Subrecipient are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City has entered into a Contract with the County of San Bernardino Department of Community Development and housing, hereinafter referred to as "CDH", to execute the CITY's Community Development Block Grant (CDBG) program under the Housing and Community Development Act of 1974, as amended, hereinafter referred to as the "ACT", and WHEREAS, Subrecipient operates a program which is an eligible CDBG activity as specified in Section 570 208 of the CDBG regulations promulgated by the United States Department of Housing and Urban Development ("HUD"), and WHEREAS, City and Subrecipient recognize that Subrecipient's program entitled "Supportive Services for Victims of Violence in Redlands Program" (the "Program") is beneficial to the well being of low- and moderate -income residents of City, and WHEREAS, Subrecipient proposes to offer the Program to qualified low- and moderate - income residents of City, NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Subrecipient agree as follows AGREEMENT Section L Term and Scope of Services A Tenn of Agreement The tenn of this Agreement is July 1, 2019 through June 30, 2020 Such term may be extended by City's City Manager should additional time for auditing the Program be required in accordance with law 13 Program Delivery Subrecipient will be responsible for administering a Supportive Services for Victims of Violence Program in a manner satisfactory to HUD, CDH, and City and consistent with any standards required as a condition of City providing Subrecipient with CDBG funds The program will include the following activities ("Activities") eligible under the CDBG program Page 1 of 13 Q \'JAN ETICDBG12019-20201PSA Agreements119-20 PSA Agreement Sexual Assault doe Activity #1. Supportive Services for Victims of Violence in Redlands Provides crisis intervention and supportive services to victims of sexual abuse and domestic violence including accompaniment with law enforcement and domestic violence court CDBG funds a portion of the program personnel costs to administer the program C Eligible Service Area Only CDBG eligible expenses associated with providing the Activities descnbed in this Section to persons residing within the corporate limits of the city of Redlands are eligible for rennbursement under this Agreement D Scope of Activity Subrecipient shall not make any changes in the scope of the Activities without pnor written authorization from City Upon receipt of a request by Subrecipient, City's City Manager, or his or her authorized designee, may amend the scope of the Activities by written agreement with Subrecipient, provided that such amendment shall not increase Subrecipient's compensation or violate Federal regulations E National Objectives All Activities funded with CDBG funds must meet one of the CDBG program's National Objectives benefit low- and moderate -income persons, aid in the prevention or elimination of slums or blight, or meet community development needs having a particular urgency, as defined in 24 CFR 570 208 Subrecipient certifies that the Activities carried out under this Agreement will meet the National Objective of benefiting Low- to Moderate Income Clientele (LMC) 570 208(a) (2) (1) (B) F Goals and Performance Measures Subrecipient agrees to provide the following levels of Program Activities during the 2019-2020 program year Activity Supportive Services Total Units/Year 150 Clients/Year Section 2 Compensation and Payment. Matrix Code 05G Battered and Abused Spouses A Compensation City shall pay Subrecipient a "not -to -exceed" amount of Ten Thousand Dollars ($10,000 00) B Reimbursement It is the intent of City in entering into this Agreement to acknowledge that the funds expended by Subrecipient in the performance of its Program, from and after July 1, 2019, shall be eligible for reimbursement pursuant to this Agreement C Budget Reimbursement of allowable costs shall be made against the line item budgets specified below, herein and in accordance with performance Line Item Amount Personnel Costs $10,000 00 D Payment Procedures Subrecipient shall provide City with quarterly invoices City will review the quarterly invoices and expenditure information submitted by Subrecipient to determine that the Activities performed, and expenditures made, are consistent with the approved budget and this Agreement City shall process the invoices for payment in accordance with its usual manner Payment will generally be made within thirty (30) calendar days Should City Page 2of13 Q 1'JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Sexual Assault doc determine that Subrecipient has not performed its obligations as stated in this Agreement in a satisfactory manner, or if City determines that insufficient supporting infonnation has been submitted, City shall notify Subrecipient m wnting within 15 days of receipt of the reimbursement invoice of its determination specifying in detail the objections which City has to Subrecipient's performance or expenses and the additional information needed to process the invoice, as applicable Failure of Subrecipient to respond in writing within 30 days of the date of notice from City shall render the reimbursement request null and void E Changes in Grant Allocation City reserves the right to reduce the grant allocation to Subrecipient when City's fiscal monitoring indicates that Subrecipient's rate of expenditures will result in unspent funds at the end of the Program year Changes in the grant allocation may be made after consultation with Subrecipient Section 3 Financial Management A Accounting Standards Subrecipient shall comply with 24 CFR 84 21-28 and 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 Pnnciples for Non -Profit Organizations," or A-21, "Cost Principles for Educational Institutions" as applicable These principles shall be applied for all costs incurred whether charged on a direct or indirect basis C Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for detennining the appropnate Subrecipient's share of administrative costs and shall submit such plan to City for approval, in a form specified by City D Program Income Subrecipient shall report quarterly all program income (as defined at 24 CFR 570 500(a)) generated by the Activities camed out with CDBG funds made available under this Agreement The use of Program income by Subrecipient shall comply with the requirements set forth in 24 CFR 570 504 By way of further limitation, Subrecipient may use such income during the contract penod for Activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such Program income balances an hand All unexpended Program income shall be returned to City at the completion of this Agreement Any interest earned on cash advances from the U S Treasury and from funds held in a revolving fund account is not Program income and shall be remitted promptly to City Section 4. Documentation and Record Keeping A Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570 506 that are pertinent to the activities to be funded under this Agreement Such records shall include but not be limited to 1 Records providing a full description of each Activity undertaken, 2 Records demonstrating that each Activity undertaken meets one of the National Objectives of the CDBG program, 3 Records required to determine the eligibility of Activities, Page 3 of 13 Q 1'JANBTICDBG12019-20201PSA Agreements119-20 PSA Agreement - Sexual Assault doc 4 Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance, 5 Records documenting compliance with the fair housing and equal opportunity components of the CDBG program, 6 Records documenting payroll and time attendance signed by the employee and approved by the supervisor reflecting total work time on a daily basis by program and/or funding source, as applicable 7 Financial records as required by 24 CFR 570 502, and 24 CFR 84 21-28, and 8 Other records necessary to document compliance with Subpart K of 24 CFR Part 570 B Client Data Subrecipient shall maintain client data demonstrating client eligibility for services provided Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided Such information shall be made available to HUD, CDH, or City representatives for review upon request C Close-outs Subrecipient's obligation to HUD, CDH and City shall not end until all close-out requirements are completed Activities dunng this close-out period shall include, but are not limited to making final payments, disposing of Program assets (including the return of all unused materials, equipment, unspent cash advances, Program income balances, and accounts receivable to City), and determining the custodianship of records Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any penod that Subrecipient has control over CDBG funds, including Program income D Quarterly Perfonnance Report Subrecipient shall prepare and submit quarterly reports regarding Program accomplishments as required by HUD, CDH, or City to assist CDH and City in meeting record keeping and reporting requirements, as may be mandated by HUD from time to time E Records Retention Subrecipient shall make available to HUD, CDH, or City all books and records relating to the Program supported by funds paid pursuant to this Agreement, and take all such actions as may be necessary to protect the right of HUD, CDH or City to examine and audit all said books and records including but not limited to, work data, documents, proceedings, and Activities related to this Agreement for a penod of five (5) years from the date of final payment under this Agreement Subrecipient shall maintain said records in a manner which will indicate actual time and allowable costs with respect to all work performed hereunder as required by Federal regulations F Audits and Inspections All Subrecipient records with respect to any matters covered by this Agreement shall be made available to City, CDH, HUD, or the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data Any deficiencies noted in audit reports must be fully cleared by Subrecipient within 30 days after receipt by Subrecipient Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments Subrecipient hereby agrees to have an annual agency audit Page 4 of 13 Q VJANET\CDBG12019-20201PSA Agreements119 20 PSA Agreement - SexuaI Assault doe conducted in accordance with current City policy concerning Subrecipient audits and OMB Circular A-133 Section 5. Insurance. Subrecipient shall not commence any Program Activities under this Agreement until it has obtained all insurance required hereunder with a company or companies acceptable to City, nor allow any of its subcontractors to commence any Activities for the Program until all insurance required of Subrecipient and its subcontractor have been obtained Subrecipient and its subcontractors shall take out and maintain at all times during the term of this Agreement the following policies of insurance A Worker's Compensation Insurance Subrecipient shall furnish to City a copy of its policy of insurance as proof that it has taken out full worker's compensation insurance for all persons who it may employ directly or through subcontractors in carrying out the Program, in accordance with the laws of the State of California In accordance with the provisions of California Labor Code Section 3700, every employer shall secure the payment of compensation to his employees Subrecipient shall sign and file with City a certification as follows "I am aware of the provisions in Section 3700 of the Labor Code which requires every employer to be insured against liability for workers compensation or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions of that Code, and I will comply with such provisions before commencing the performance of the Program described in this Agreement " B Comprehensive General Liability Insurance Throughout the term of this Agreement, at Subrecipient's sole cost and expense, Subrecipient shall keep, or cause to be kept, in full force and effect, for the mutual benefit of City and Subrecipient against claims and liabilities for personal injury, death, or property damage arising from Subrecipient's activities, a policy of liability insurance Minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days pnor wntten notice to City Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City Certificates of insurance and endorsements shall be delivered to City pnor to commencement of the Program C Business Auto Liability Insurance Throughout the term of this Agreement, Subrecipient shall maintain business auto liability coverage, with minimum limits of one million ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability This coverage shall include all Subrecipient owned vehicles used to conduct Subrecipient Activities, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and a certificate of insurance shall be delivered to City prior to commencement of the Program D General Insurance Requirements All insurance required by this Agreement shall be carried only with responsible insurance companies hcensed and admitted to do business in the State of California and policies required under subsections B and C of this Section 5 shall name as additional insured's City, and its elected officials, officers, employees, and agents All policies shall contain language, to the effect that (1) the insurer waives the right of subrogation Page 5 of 13 Q 1'JANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement - Sexual Assault doc against City and City's elected officials, officers, employees, and agents, (2) the policies are primary and non-contributing with any insurance that may be carried by City, and (3) they cannot be canceled or materially changed except after thirty (30) days' prior written notice by the insurer to City, delivered by certified mail All such policies shall be amended or endorsed to add City and its elected officials, officers, agents, representatives and employees as additional named insured's Subrecipient shall furnish City with copies of all such policies and endorsements promptly upon receipt of them A "Certificate of Insurance" showing the additional named insured's and other aforementioned provisions shall not be adequate Section 6. Compliance with Federal Laws Subrecipient shall comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U S Housing and Urban Development regulations concerning CDBG grants including subpart K of these regulations, except that (1) Subrecipient does not assume City's environmental responsibilities described in 24 CFR 570 604 and (2) Subrecipient does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52 Subrecipient also shall comply with all other applicable Federal, state, and local laws, regulations, and policies governing the funds provided under this Agreement Subrecipient further shall utilize funds available under this Agreement to supplement rather than supplant funds otherwise available Section 7 Procurement A Compliance Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as by such policy as may be procured with funds provided herein All Program assets (unexpended program income, property, equipment, etc) shall revert to City upon termination of this Agreement B Office of Management and Budget (OMB) Standards Unless specified otherwise in this Agreement, Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84 40-48 C Use of Funds for Entertainment Meals or Gifts Subrecipient shall not use funds provided pursuant to this Agreement to pay for entertainment, meals or gifts D Travel Subrecipient shall obtain written approval from City for any travel outside of the City of Redlands with funds provided under this Agreement Section 8 Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in comphance with the requirements of 24 CFR Part 84 and 24 CFR 570 502 570 503, and 570 504, as applicable, which include but are not limited to the following A Subrecipient shall transfer to City any Program funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination B Real property under Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one Page 6 of 13 Q 1'3ANETICDBG12019-20201PSA Agreements119 20 PSA Agreement - Sexual Assault doc of the CDBG National Objectives pursuant to 24 CFR 570 208 until five (5) years after expiration of this Agreement (or such longer period of time as the City deems appropriate) If Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, Subrecipient shall pay City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property Such payment shall constitute program income to City Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period (or such longer period of time as City deems appropriate) C In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be Program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment) Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to City (an amount equal to the current fair market value of the equipment less the percentage of non- CDBG funds used to acquire the equipment) Section 9 Non -Discrimination. A Subrecipient shall comply with Executive Order 11246 which requires that during the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin Such action shall include, but not be limited to the following employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by and Subrecipient setting forth the provisions of this nondiscrimination clause B Subrecipient shall comply with Title VI of the Civil Rights Act of 1964 as amended which provides that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance C No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement Sub -recipient is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended D Subrecipient shall comply with the Age Discrimination Act of 1975 which requires that, during the performance of this Agreement, and Subrecipient shall not discnmmate against any employee or applicant for employment because of age Such action shall include, but not be limited to the following employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by Subrecipient setting forth the provisions of this age discrimination clause Page 7of13 Q I'JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Sexual Assault doc E Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, as defined in section 706 (20) of this title, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance or under any program or activity conducted by any Executive agency or by the United States Postal Service Section 10 Religious Proselytizing or Political Activity Subrecipient shall not perform or permit any religious proselytizing or political activities prohibited by 24 CFR 570 200(1) in connection with its performance under this Agreement Subrecipient shall not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion, and (1) it will provide no religious instruction or counseling, conduct no religious worship or services, engaging in no religious proselytizing, and exert no other religious influence in the provision such public services, and (2) the portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols Section 11. Certification Regarding Lobbying Subrecipient certifies, to the best of its knowledge and belief, that A No federal appropnated funds have been paid or will be paid, by or on behalf of Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an office or employee of Congress in connection wit the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement B If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any agency, a member of Congress, and officer or employee of Congress, or any employee of a member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions C Subrecipient shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and Subrecipient shall take all actions necessary to ensure that all Subrecipient's shall similarly certify and disclose accordingly Section 12 Conflict of Interest Subrecipient agrees to abide by the provisions of 24 CFR 84 42 and 570 611, which include, but are not limited to, the following A Subrecipient shall maintain a written code or standards of conduct that govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds Page 8 of 13 Q 1!JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Sexual Assault doc B No employee, officer or agent of Subrecipient shall participate in the selection, or in the award, or administration af, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved C No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gam inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, 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 City, Subrecipient, or any designated public agency D Subrecipient certifies that no member, officer or employee of Subrecipient is an officer or employee of City or member of any of its boards, commissions or committees or has any interest or holdings, which could be affected by any actions taken in execution of this Agreement Section 13 Compliance with Law. In the course of conducting the Program under this Agreement, Subrecipient, its agents and employees, shall be bound by and comply with all applicable Federal, state and local laws and regulations Section 14. Section 3 of the Housmg and Community Development Act of 1968 Subrecipient shall make every effort to provide training opportunities for low- and moderate - income persons residing within the community where the Program is located and contracts awarded to local businesses therein, to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all apphcable rules and orders issued hereunder prior to the execution of this Agreement Compliance with the foregoing requirements shall be a condition of the Federal financial assistance provided under this Agreement and binding on Subrecipient Failure to fulfill these requirements shall subject Subrecipient, and its successors and assignees, to those sanctions specified through which Federal assistance is provided Subrecipient certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements Subrecipient shall make every effort to ensure that all Program Activities funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women Section 15. Amendment This Agreement may be amended or modified only by wntten agreement signed by the Parties, and the failure on the part of any Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or other provisions by such Party Section 16. Termination and Suspension In accordance with 24 CFR 85 43, suspension or tennination of this Agreement may occur if the Subrecipient materially fails to comply with any of the terms of this Agreement, which include, but are not limited to the following Page 9 of 13 Q 1'JANETICDBG12019-20201PSA Agreements119 20 PSA Agreement - Sexual Assault doe A Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any tine, B Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement, or C Ineffective or improper use of funds provided under this Agreement, or D Submission by the Subrecipient to City reports that are incorrect or incomplete in any material respect, or E Failure to take satisfactory corrective action as directed by City In accordance with 24 CFR 85 44, this Agreement may be terminated by City or Subrecipient, in whole or in part, upon the giving of a written "Notice of Termination" at least thirty (30) days prior to the date of teninnation specified in said Notice In the event this Agreement is terminated, Subrecipient shall be compensated on a pro rata basis with respect to the percentage of the Program completed as of the date of termination In no event, however, shall Subrecipient receive more than the maximum specified compensation in this Agreement Upon expiration or termination of this Agreement, Subrecipient shall transfer to City all CDBG funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG funds Section 17. Jomt Funding. For programs in which there are sources of funds received by Subrecipient from the private sector in addition to HUD/CDBG funds, Subrecipient shall provide proof of such funding to City upon receipt of such funds City shall not reimburse for any services provided by Subrecipient which are funded by other sources All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting apply to the total program regardless of funding sources The United States of America through HUD may in the future place programmatic or fiscal limitations on CDBG funds not presently anticipated Accordingly, the City reserves the right to amend this Agreement in order to take account of actions affecting HUD program funding In the event of funding reduction, City may reduce all or part of the budget and compensation payable to Subrecipient under this Agreement, and may, at its sole discretion, limit Subrecipient's authority to commit and spend funds, and may restrict Subrecipient's use of both its uncommitted and its unspent funds Where HUD has directed or requested City to implement a reduction in funding, with respect to funding for this Agreement, the City Manager or his designee, may act for City in implementing and effecting such a reduction by amending this Agreement for such purpose Section 18 Indemnification. Subrecipient shall indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, agents, employees, and consultants, from all liability, from loss, damage or injury to persons or property, including the payment by Subrecipient of any and all legal costs and attorneys' fees, in any manner ansing out of or incidental to the performance by Subrecipient, and/or its employees and agents, of this Agreement, including, but not limited to, all consequential damages to the maximum extent permitted by law Section 19. Independent Contractor Nothing contained in this Agreement is intended, or shall be construed in any manner to create or establish the relationship of employer/employee between City and Subrecipient Subrecipient shall at all times remain an independent contractor with respect to the Program Activities to be performed under this Agreement Page 10 of 13 Q 1'JANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement - SexuaI Assault doc Section 20 Assignment No assignment of the Agreement or of any part or obligation of performance hereunder shall be made, either in whole or in part, by Subrecipient without the prior written consent of City Section 21 Governing Law The laws of the State of California shall govern the rights, obligations, duties and liabilities of the Parties and shall also govern the interpretation of this Agreement Section 22 Attorneys' Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party, and all costs of the action, which may be set by the Court in the same action or in a separate action brought for that purpose, in addition to any other relief to which the Parties may be entitled Section 23. Entire Agreement This Agreement represents the entire agreement between City and Subrecipient, and supersedes all prior negotiations, representations or agreements, either written or oral, with respect to the subject matter hereof Section 24. Handbook Receipt Certification Subrecipient certifies that it has received the HUD published "Playing by the Rules -- A Handbook for CDBG Subrecipient's on Administrative Systems" in either print or electronic format from City Subrecipient further certifies and agrees that it is Subrecipient's obligation under this Agreement to read and understand the Handbook Section 25. Notices Any and all notices, demands, invoices, and written communications between the Parties shall be addressed as set forth in this paragraph The below named individuals, furthermore, shall be those persons primarily responsible for the performance by the Parties under this Agreement, unless otherwise modified by subsequent written notice Subrecipient Representative Michelle Cates, Executive Director San Bernardino Sexual Assault Services, Inc 444 N Arrowhead Ave , Suite 101 San Bernardino, CA 92401 City Representative Janet Miller, Project Manager II Development Services Department City of Redlands P 0 Box 3005 Redlands, CA 92373 Page 11 of 13 Q 1'JANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement Sexual Assault doe When so addressed, such notices shall be deemed given upon deposit in the United States Mail Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section Page 12 of 13 Q 1]JANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement - Sexual Assault doe CITY SUBRECIPIENT fl(j"Q,„„tcc Janice McConnell ( iL..k eCt ilk Michele Cates Assistant City Manager Executive Director ATTEST e Donaldson City Clerk Page 13 of 13 Q 1'JANET\CDBG12019-2020\PSA Agreements\ 19-20 PSA Agreement - Sexual Assault doc CITY OF REDLANDS COMMUNITY DEVELOPMENT BLOCK GRANT SUBRECIPIENT AGREEMENT This agreement for Community Development Block Grant ("CDBG") funding ("Agreement") is made and entered into this 20th day of June, 2019 ("Effective Date"), between the City of Redlands, a California municipal corporation ("City") and Boys & Girls Clubs of Greater Redlands -Riverside, a non-profit organization ("Subrecipient") City and Subrecipient are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City has entered into a Contract with the County of San Bernardino Department of Corrununity Development and housing, hereinafter referred to as "CDH", to execute the CITY's Community Development Block Grant (CDBG) program under the Housing and Community Development Act of 1974, as amended, hereinafter referred to as the "ACT", and WHEREAS, Subrecipient operates a program which is an eligible CDBG activity as specified in Section 570 208 of the CDBG regulations promulgated by the United States Department of Housing and Urban Development ("HUD"), and WHEREAS, City and Subrecipient recognize that Subrecipient's program entitled "Power Hour Academic Assistance Program" (the "Program") is beneficial to the well being of low- and moderate -income residents of City, and WHEREAS, Subrecipient proposes to offer the Program to qualified low- and moderate - income residents of City, NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Subrecipient agree as follows AGREEMENT Section 1 Term and Scope of Services. A Term of Agreement The term of this Agreement is July 1, 2019 through June 30, 2020 Such term may be extended by City's City Manager should additional time for auditing the Program be required in accordance with law 13 Program Delivery Subrecipient will be responsible for administering an Academic Assistance Program in a manner satisfactory to HUD, CDH, and City and consistent with any standards required as a condition of City providing Subrecipient with CDBG funds The program will include the following activities ("Activities") eligible under the CDBG program Activity #1 Academic Assistance Program Provides academic assistance to middle school-age students including homework help and one-on-one tutoring CDBG funds a portion of the program personnel costs to administer the program Page 1 of 12 Q 11JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement Boys and Girls doc C Eligible Service Area Only CDBG eligible expenses associated with providing the Activities described in this Section to persons residing within the corporate limits of the city of Redlands are eligible for reimbursement under this Agreement D Scope of Activity Subrecipient shall not make any changes in the scope of the Activities without prior written authorization from City Upon receipt of a request by Subrecipient, City's City Manager, or his or her authorized designee, may amend the scope of the Activities by written agreement with Subrecipient, provided that such amendment shall not increase Subrecipient's compensation or violate Federal regulations E National Objectives All Activities funded with CDBG funds must meet one of the CDBG program's National Objectives benefit low- and moderate -income persons, aid in the prevention or elimination of slums or blight, or meet community development needs having a particular urgency, as defined in 24 CFR 570 208 Subrecipient certifies that the Activities earned out under this Agreement will meet the National Objective of benefiting Low- to Moderate Income Clientele (LMC) 570 208(a) (2) (1) (B) F Goals and Performance Measures Subrecipient agrees to provide the following levels of Program Activities during the 2019-2020 program year Activity Total Units/Year Youth Services 100 Clients/Year Section 2 Compensation and Payment Matrix Code 05D Youth Services A Compensation City shall pay Subrecipient a "not -to -exceed" amount of Ten Thousand Dollars ($10,000 00) B Reimbursement It is the intent of City in entering into this Agreement to acknowledge that the funds expended by Subrecipient in the performance of its Program, from and after July 1, 2019, shall be ehgible for reimbursement pursuant to this Agreement C Budget Reimbursement of allowable costs shall be made against the line item budgets specified below, herein and in accordance with performance Line Item Amount Personnel Costs $10,000 00 D Payment Procedures Subrecipient shall provide City with quarterly invoices City will review the quarterly invoices and expenditure information submitted by Subrecipient to determine that the Activities performed, and expenditures made, are consistent with the approved budget and this Agreement City shall process the invoices for payment in accordance with its usual manner Payment will generally be made within thirty (30) calendar days Should City determine that Subrecipient has not performed its obligations as stated in this Agreement in a satisfactory manner, or if City determines that insufficient supporting information has been submitted, City shall notify Subrecipient in writing within 15 days of receipt of the reimbursement invoice of its determination specifying in detail the objections which City has to Subrecipient's performance or expenses and the additional infonnation needed to process the Page 2 of 12 Q 1!JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement Boys and Girls doc invoice, as applicable Failure of Subrecipient to respond in writing within 30 days of the date of notice from City shall render the reimbursement request null and void E Changes in Grant Allocation City reserves the right to reduce the grant allocation to Subrecipient when City's fiscal monitoring indicates that Subrecipient's rate of expenditures will result in unspent funds at the end of the Program year Changes in the grant allocation may be made after consultation with Subrecipient Section 3 Financial Management A Accounting Standards Subrecipient shall comply with 24 CFR 84 21-28 and 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 Organizations," or A-21, "Cost Principles for Educational Institutions" as applicable These principles shall be applied for all costs incurred whether charged on a direct or indirect basis C Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to City for approval, in a form specified by City D Program Income Subrecipient shall report quarterly all program income (as defined at 24 CFR 570 500(a)) generated by the Activities carried out with CDBG funds made available under this Agreement The use of Program income by Subrecipient shall comply with the requirements set forth in 24 CFR 570 504 By way of further limitation, Subrecipient may use such income during the contract period for Activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such Program income balances on hand All unexpended Program income shall be returned to City at the completion of this Agreement Any interest earned on cash advances from the U S Treasury and from funds held in a revolving fund account is not Program income and shall be remitted promptly to City Section 4. Documentation and Record Keeping A Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570 506 that are pertinent to the activities to be funded under this Agreement Such records shall include but not be limited to 1 Records providing a full description of each Activity undertaken, 2 Records demonstrating that each Activity undertaken meets one of the National Objectives of the CDBG program, 3 Records required to determine the eligibility of Activities, 4 Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance, 5 Records documenting compliance with the fair housing and equal opportunity components of the CDBG program, Page 3 of 12 Q 11JANETICDBG12019 20201PSA Agreements\19-20 PSA Agreement Boys and Girls doc 6 Records documenting payroll and time attendance signed by the employee and approved by the supervisor reflecting total work time on a daily basis by program and/or funding source, as applicable 7 Financial records as required by 24 CFR 570 502, and 24 CFR 84 21-28, and 8 Other records necessary to document compliance with Subpart K of 24 CFR Part 570 B Client Data Subrecipient shall maintain client data demonstrating client eligibility for services provided Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided Such information shall be made available to HUD, CDH, or City representatives for review upon request C Close-outs Subrecipient's obligation to HUD, CDH and City shall not end until all close-out requirements are completed Activities during this close-out period shall include, but are not limited to making final payments, disposing of Program assets (including the return of all unused materials, equipment, unspent cash advances, Program income balances, and accounts receivable to City), and determining the custodianship of records Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any penod that Subrecipient has control over CDBG funds, including Program income D Quarterly Performance Report Subrecipient shall prepare and submit quarterly reports regarding Program accomplishments as required by HUD, CDH, or City to assist CDH and City in meeting record keeping and reporting requirements, as may be mandated by HUD from time to time E Records Retention Subrecipient shall make available to HUD, CDH, or City all books and records relating to the Program supported by funds paid pursuant to this Agreement, and take all such actions as may be necessary to protect the right of HUD, CDH or City to examine and audit all said books and records including but not limited to, work data, documents, proceedings, and Activities related to this Agreement for a period of five (5) years from the date of final payment under this Agreement Subrecipient shall maintain said records in a manner which will indicate actual time and allowable costs with respect to all work performed hereunder as required by Federal regulations F Audits and Inspections All Subrecipient records with respect to any matters covered by this Agreement shall be made available to City, CDH, HUD, or the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data Any deficiencies noted in audit reports must be fully cleared by Subrecipient within 30 days after receipt by Subrecipient Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning Subrecipient audits and OMB Circular A-133 Section 5 hnsui ance Subrecipient shall not commence any Program Activities under this Agreement until it has obtained all insurance required hereunder with a company or Page 4 of 12 Q 1!7ANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Boys and Girls doc companies acceptable to City, nor allow any of its subcontractors to commence any Activities for the Program until all insurance required of Subrecipient and its subcontractor have been obtained Subrecipient and its subcontractors shall take out and maintain at all times dunng the term of this Agreement the following policies of insurance A Worker's Compensation Insurance Subrecipient shall furnish to City a copy of its policy of insurance as proof that it has taken out full worker's compensation insurance for all persons who it may employ directly or through subcontractors in carrying out the Program, in accordance with the laws of the State of California In accordance with the provisions of California Labor Code Section 3700, every employer shall secure the payment of compensation to his employees Subrecipient shall sign and file with City a certification as follows "I am aware of the provisions in Section 3700 of the Labor Code which requires every employer to be insured against liability for workers compensation or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions of that Code, and 1 will comply with such provisions before commencing the performance of the Program described in this Agreement " B Comprehensive General Liability Insurance Throughout the term of this Agreement, at Subrecipient's sole cost and expense, Subrecipient shall keep, or cause to be kept, in full force and effect, for the mutual benefit of City and Subrecipient against claims and liabilities for personal injury, death, or property damage arising from Subrecipient's activities, a policy of liability insurance Minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days pnor written notice to City Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City Certificates of insurance and endorsements shall be delivered to City prior to commencement of the Program C Business Auto Liability Insurance Throughout the term of this Agreement, Subrecipient shall maintain business auto liability coverage, with minimum limits of one million ($1,000,000) per occurrence, combined single limit for bodily injury hability and property damage liability This coverage shall include all Subrecipient owned vehicles used to conduct Subrecipient Activities, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and a certificate of insurance shall be delivered to City pnor to commencement of the Program D General Insurance Requirements All insurance required by this Agreement shall be carried only with responsible insurance companies licensed and admitted to do business in the State of California and policies required under subsections 13 and C of this Section 5 shall name as additional insured's City, and its elected officials, officers, employees, and agents All policies shall contain language, to the effect that (1) the insurer waives the right of subrogation against City and City's elected officials, officers, employees, and agents, (2) the policies are primary and non-contributing with any insurance that may be carried by City, and (3) they cannot be canceled or materially changed except after thirty (30) days' prior written notice by the insurer to City, delivered by certified mail All such policies shall be amended or endorsed to add City and its elected officials, officers, agents, representatives and employees as additional named insured's Subrecipient shall furnish City with copies of all such policies and endorsements Page 5 of 12 Q VJANET\CDBG12019-20201PSA Agreements119 20 PSA Agreement Boys and Girls doe promptly upon receipt of them A "Certificate of Insurance" showing the additional named insured's and other aforementioned provisions shall not be adequate Section 6 Compliance with Federal Laws Subrecipient shall comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U S Housing and Urban Development regulations concerning CDBG grants including subpart K of these regulations, except that (1) Subrecipient does not assume City's environmental responsibilities described m 24 CFR 570 604 and (2) Subrecipient does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52 Subrecipient also shall comply with all other applicable Federal, state, and local laws, regulations, and policies governing the funds provided under this Agreement Subrecipient further shall utilize funds available under this Agreement to supplement rather than supplant funds otherwise available Section 7. Procurement. A Compliance Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as by such policy as may be procured with funds provided herein All Program assets (unexpended program income, property, equipment, etc) shall revert to City upon termination of this Agreement B Office of Management and Budget (OMB) Standards Unless specified otherwise in this Agreement, Subrecipient shall procure all matenals, property, or services in accordance with the requirements of 24 CFR 84 40-48 C Use of Funds for Entertainment Meals or Gifts Subrecipient shall not use funds provided pursuant to this Agreement to pay for entertainment, meals or gifts D Travel Subrecipient shall obtain written approval from City for any travel outside of the City of Redlands with funds provided under this Agreement Section 8 Use and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570 502 570 503, and 570 504, as applicable, which include but are not limited to the following A Subrecipient shall transfer to City any Program funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination B Real property under Subrecipient's control that was acquired or unproved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570 208 until five (5) years after expiration of this Agreement (or such longer period of time as the City deems appropriate) If Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescnbed penod of time, Subrecipient shall pay City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property Such payment shall constitute program income to City Subrecipient may retain real property acquired or improved Page 6 of 12 Q 1!JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Boys and Girls doc under this Agreement after the expiration of the five-year penod (or such longer period of time as City deems appropriate) C In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be Program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment) Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to City (an amount equal to the current fair market value of the equipment less the percentage of non- CDBG funds used to acquire the equipment) Section 9 Non -Discrimination A Subrecipient shall comply with Executive Order 11246 which requires that dunng the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin Such action shall include, but not be limited to the following employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by and Subrecipient setting forth the provisions of this nondiscrimination clause B Subrecipient shall comply with Title VI of the Civil Rights Act of 1964 as amended which provides that no person shall, on the ground of race, color or national ongin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance C No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement Sub -recipient is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended D Subrecipient shall comply with the Age Discrimination Act of 1975 which requires that, dunng the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of age Such action shall include, but not be limited to the following employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by Subrecipient setting forth the provisions of this age discrimination clause E Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, as defined in section 706 (20) of this title, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance or under any program or activity conducted by any Executive agency or by the United States Postal Service Page 7 of 12 Q 1!JANETICDBG12019-20201PSA Agreements119 20 PSA Agreement - Boys and Girls doe Section 10. Religious Proselytizing or Political Activity Subrecipient shall not perforin or permit any religious proselytizing or political activities prohibited by 24 CFR 570 200(j) in connection with its performance under this Agreement Subrecipient shall not discrnnmate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion, and (1) it will provide no religious instruction or counseling, conduct no religious worship or services, engaging in no religious proselytizing, and exert no other religious influence in the provision such public services, and (2) the portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols Section 11 Certification Regarding Lobbying Subrecipient certifies, to the best of its knowledge and belief, that A No federal appropriated funds have been paid or will be paid, by or on behalf of Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an office or employee of Congress in connection wit the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement B If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any agency, a member of Congress, and officer or employee of Congress, or any employee of a member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Forin-LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions C Subrecipient shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and Subrecipient shall take all actions necessary to ensure that all Subrecipient's shall snnilarly certify and disclose accordingly Section 12. Conflict of Interest. Subrecipient agrees to abide by the provisions of 24 CFR 84 42 and 570 611, which include, but are not limited to, the following A Subrecipient shall maintain a written code or standards of conduct that govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds B No employee, officer or agent of Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved C No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, either for themselves or those with Page 8 of 12 Q 1'JANET\CDBG12019-20201PSA Agreements119-20 PSA Agreement - Boys and Girls doe 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 City, Subrecipient, or any designated public agency D Subrecipient certifies that no member, officer or employee of Subrecipient is an officer or employee of City or member of any of its boards, commissions or committees or has any interest or holdings, which could be affected by any actions taken in execution of this Agreement Section 13. Comphance with Law. In the course of conducting the Program under this Agreement, Subrecipient, its agents and employees, shall be bound by and comply with all applicable Federal, state and local laws and regulations Section 14 Section 3 of the Housing and Community Development Act of 1968. Subrecipient shall make every effort to provide trammg opportunities for low- and moderate - income persons residing within the community where the Program is located and contracts awarded to local businesses therein, to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement Compliance with the foregoing requirements shall be a condition of the Federal financial assistance provided under this Agreement and binding on Subrecipient Failure to fulfill these requirements shall subject Subrecipient, and its successors and assignees, to those sanctions specified through which Federal assistance is provided Subrecipient certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements Subrecipient shall make every effort to ensure that all Program Activities funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women Section 15 Amendment This Agreement may be amended or modified only by written agreement signed by the Parties, and the failure on the part of any Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or other provisions by such Party Section 16. Termination and Suspension In accordance with 24 CFR 85 43, suspension or termination of this Agreement may occur if the Subrecipient materially fails to comply with any of the terms of this Agreement, which include, but are not limited to the following A Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time, 13 Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement, or C Ineffective or improper use of funds provided under this Agreement, or D Submission by the Subrecipient to City reports that are incorrect or incomplete in any material respect, or E Failure to take satisfactory corrective action as directed by City Page 9 of 12 Q IEJANETICDBG12019-20201PSA Agreements119 20 PSA Agreement - Boys and Girls doe In accordance with 24 CFR 85 44, this Agreement may be terminated by City or Subrecipient, in whole or in part, upon the giving of a written "Notice of Termination" at least thirty (30) days prior to the date of termination specified in said Notice In the event this Agreement is terminated, Subrecipient shall be compensated on a pro rata basis with respect to the percentage of the Program completed as of the date of termination In no event, however, shall Subrecipient receive more than the maximum specified compensation in this Agreement Upon expiration or termination of this Agreement, Subrecipient shall transfer to City all CDBG funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG funds Section 17 Joint Funding For programs in which there are sources of funds received by Subrecipient from the private sector in addition to HUD/CDBG funds, Subrecipient shall provide proof of such funding to City upon receipt of such funds City shall not reimburse for any services provided by Subrecipient which are funded by other sources All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting apply to the total program regardless of funding sources The United States of America through HUD may in the future place programmatic or fiscal limitations on CDBG funds not presently anticipated Accordingly, the City reserves the right to amend this Agreement in order to take account of actions affecting HUD program funding In the event of funding reduction, City may reduce all or part of the budget and compensation payable to Subrecipient under this Agreement, and may, at its sole discretion, limit Subrecipient's authority to commit and spend funds, and may restrict Subrecipient's use of both its uncommitted and its unspent funds Where HUD has directed or requested City to implement a reduction in funding, with respect to funding for this Agreement, the City Manager or his designee, may act for City in implementing and effecting such a reduction by amending this Agreement for such purpose Section 18 Indemnification. Subrecipient shall indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, agents, employees, and consultants, from all liability, from loss, damage or injury to persons or property, including the payment by Subrecipient of any and all legal costs and attorneys' fees, in any manner arising out of or incidental to the performance by Subrecipient, and/or its employees and agents, of this Agreement, including, but not limited to, all consequential damages to the maximum extent permitted by law Section 19 Independent Contractor. Nothing contained in this Agreement is intended, or shall be construed in any manner to create or establish the relationship of employer/employee between City and Subrecipient Subrecipient shall at all times remain an independent contractor with respect to the Program Activities to be performed under this Agreement Section 20 Assignment No assignment of the Agreement or of any part or obligation of performance hereunder shall be made, either in whole or in part, by Subrecipient without the pnor written consent of City Section 21 Governing Law The laws of the State of California shall govern the rights, obligations, duties and liabilities of the Parties and shall also govern the interpretation of this Agreement Section 22 Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the Page 10 of 12 Q 1IJANETICDBG12019 20201PSA Agreements119.20 PSA Agreement - Boys and Girls doc prevailing Party shall be entitled to its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party, and all costs of the action, which may be set by the Court in the same action or in a separate action brought for that purpose, in addition to any other relief to which the Parties may be entitled Section 23. Entire Agreement. This Agreement represents the entire agreement between City and Subrecipient, and supersedes all prior negotiations, representations or agreements, either written or oral, with respect to the subject matter hereof Section 24. Handbook Receipt Certification. Subrecipient certifies that it has received the HUD published "Playing by the Rules — A Handbook for CDBG Subrecipient's on Administrative Systems" in either print or electronic format from City Subrecipient further certifies and agrees that it is Subrecipient's obligation under this Agreement to read and understand the Handbook Section 25. Notices. Any and all notices, demands, invoices, and written communications between the Parties shall be addressed as set forth in this paragraph The below named individuals, furthermore, shall be those persons primarily responsible for the performance by the Parties under this Agreement, unless otherwise modified by subsequent written notice Subrecipient Representative P T McEwen, CEO Boys & Girls Clubs of Greater Redlands -Riverside 1251 Clay St Redlands, CA 92374 City Representative Janet Miller, Project Manager II Development Services Department City of Redlands P O Box 3005 Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section Page 11 of 12 Q 1tJANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Boys and Girls doc CITY A01.90\ biak. Jan - McConnell Assistant City Manager ATTEST e Donaldson ity Clerk SUBRECIPIENT P T McEwen CEO Page 12 of 12 Q \'JANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Boys and Girls doc CITY OF REDLANDS COMMUNITY DEVELOPMENT BLOCK GRANT SUBRECIPIENT AGREEMENT This agreement foi Cornmunity Development Block Grant ("CDBG") funding ("Agreement") is made and entered into this 25th day of June, 2019 ("Effective Date"), between the City of Redlands, a California municipal corporation ("City") and Family Service Association, a non-profit organization ("Subrecipient") City and Subrecipient are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City has entered into a Contract with the County of San Bernardino Department of Community Development and housing, heremaftei referred to as "CDH", to execute the CITY's Community Development Block Grant (CDBG) program undei the Housing and Community Development Act of 1974, as amended, herensaftei referred to as the "ACT", and WHEREAS, Subrecipient operates a program which is an eligible CDBG activity as specified in Section 570 208 of the CDBG regulations promulgated by the United States Department of Housing and Urban Development ("HUD"), and WHEREAS, City and Subrecipient recognize that Subrecipient's program entitled "Senior Nutrition Program at the Redlands Senioi Center" (the "Program") is beneficial to the well being of low- and moderate -income residents of City, and WHEREAS, Subrecipient proposes to offer the Program to qualified low- and moderate - income residents of City, NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Subrecipient agree as follows AGREEMENT Section 1 Term and Scope of Services A Term of Agreement The term of this Agreement is July 1, 2019 through June 30, 2020 Such term may be extended by City's City Manager should additional time for auditing the Program be required in accordance with law B Program Delivery Subrecipient will be responsible foi administering a Senior Nutrition Program in a manner satisfactory to HUD, CDH, and City and consistent with any standards required as a condition of City providing Subrecipient with CDBG funds The program will include the following activities ("Activities") eligible under the CDBG program Activity #1 Senioi Nutrition Program at the Redlands Senioi Center Provide a nutlrtronally balanced meal to seniors at the Redlands Senior Center Monday — Friday CDBG funds will be used to fund a portion of the program personnel costs to administer the program Page 1 of 12 Q IiJANETICDBG12019-20201PSA Agreements119-20 PSA Agreement Family Services Senioi Meals doe C Eligible Service Area Only CDBG eligible expenses associated with providing the Activities described in this Section to persons residing within the corporate tints of the city of Redlands are eligible for reimbursement undei this Agreement D Scope of Activity Subrecipient shall not make any changes in the scope of the Activities without prior written authorization from City Upon receipt of a request by Subrecipient, City's City Manager, or his or her authorized designee, may amend the scope of the Activities by wi itten agreement with Subrecipient, provided that such amendment shall not increase Subrecipient's compensation 01 violate Federal regulations E National Objectives All Activities funded with CDBG funds must meet one of the CDBG program's National Objectives benefit low- and moderate -income persons, aid in the prevention 01 elimination of slums or blight, oi meet community development needs having a particulai urgency, as defined in 24 CFR 570 208 Subrecipient certifies that the Activities can ied out under this Agreement will meet the National Objective of benefiting Low- to Moderate Income Clientele (LMC) 570 208(a) (2) (i) (13) F Goals and Performance Measures Subrecipient agrees to provide the following levels of Program Activities during the 2019-2020 program year Activity Total Units/Year Senior Services 270 Clients/Yea, Section 2 Compensation and Payment Matrix Code 05A Senior Services A Compensation City shall pay Subrecipient a "not -to -exceed" amount of Ten Thousand Dollars ($10,000 00) B Reimbursement It is the intent of City n1 entering into this Agreement to acknowledge that the funds expended by Subrecipient in the performance of its Program, from and after July 1, 2019, shall be eligible foi reimbursement pursuant to this Agreement C Budget Reimbursement of allowable costs shall be made against the line item budgets specified below, herein and in accordance with performance Line Item Amount Personnel Costs $10,000 00 D Payment Procedures Subrecipient shall provide City with quarterly invoices City will review the quarterly invoices and expenditure information submitted by Subrecipient to determine that the Activities performed, and expenditures made, are consistent with the approved budget and this Agreement City shall process the invoices foi payment in accordance with its usual manner Payment will generally be made within thirty (30) calendar days Should City determine that Subrecipient has not performed its obligations as stated m this Agreement in a satisfactory rnannei, oi if City determines that insufficient supporting information has been submitted, City shall notify Subrecipient ir1 wilting within 15 days of receipt of the reimbursement invoice of its determination specifying in detail the objections which City has to Subrecipient's performance 01 expenses and the additional information needed to process the Page 2 of 12 Q 1'JANETICDBG12019 20201PSA Agreements119 20 PSA Agreement - Family Services Senioi Meals doe invoice, as applicable Failure of Subrecipient to respond in wilting within 30 days of the date of notice from City shall render the reimbursement request null and void E Changes in Grant Allocation City reserves the right to reduce the grant allocation to Subrecipient when City's fiscal monitoring indicates that Subrecipient's rate of expenditures will result in unspent funds at the end of the Program yeas Changes in the grant allocation may be made after consultation with Subrecipient Section 3 Financial Management A Accounting Standards Subrecipient shall comply with 24 CFR 84 21-28 and adhere to the accounting pi_inciples and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation foi all costs incurred 13 Cost Principles Subrecipient shall administei its program in conformance with OMB Circulars A-122, "Cost Principles foi Non -Profit Organizations," 01 A-21, "Cost Piinciples foi Educational Institutions" as applicable These principles shall be applied foi all costs incurred whethei charged on a direct 01 indirect basis C Indirect Costs If indirect costs are chaiged, Subrecipient will develop an indirect cost allocation plan foi determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to City foi approval, in a form specified by City D Program Income Subrecipient shall report quarterly all program income (as defined at 24 CFR 570 500(a)) generated by the Activities canied out with CDBG funds made available under this Agreement The use of Program income by Subrecipient shall comply with the requirements set forth in 24 CFR 570 504 By way of further limitation, Subrecipient may use such income during the contract period foi Activities permitted under this Agreement and shall reduce requests foi additional funds by the amount of any such Program income balances on hand All unexpended Program income shall be returned to City at the completion of this Agreement Any interest earned on cash advances from the U S Treasury and from funds held in a revolving fund account is not Program income and shall be remitted promptly to City Section 4 Documentation and Recoid Keeping A Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570 506 that are pertinent to the activities to be funded under this Agreement Such records shall include but not be Invited to 1 Records providing a full desciiption of each Activity undertaken, 2 Records demonstrating that each Activity undertaken meets one of the National Objectives of the CDBG program, 3 Records required to determine the eligibility of Activities, 4 Records required to document the acquisition, improvement, use of disposition of real property acquired or improved with CDBG assistance, 5 Records documenting compliance with the fan housing and equal opportunity components of the CDBG program, Page 3 of 12 Q 1!JANETICDBG12019-20201PSA Agreements119 20 PSA Agreement - family Services Senior Meals doc 6 Records documenting payroll and time attendance signed by the employee and approved by the supervisor reflecting total work time on a daily basis by program and/oi funding source, as applicable, 7 Financial records as required by 24 CFR 570 502, and 24 CFR 84 21-28, and 8 Other records necessary to document compliance with Subpart K of 24 CFR Part 570 B Client Data Subrecipient shall maintain client data demonstrating client eligibility foi services provided Such data shall include, but not be limited to, client name, address, income level 01 other basis foi determining eligibility, and description of service provided Such information shall be made available to HUD, CDH, or City representatives foi review upon request C Close-outs Subrecipient's obligation to HUD, CDH and City shall not end until all close-out requirements are completed Activities luting this close-out period shall include, but are not limited to making final payments, disposing of Program assets (including the return of all unused materials, equipment, unspent cash advances, Program income balances, and accounts receivable to City), and determining the custodianship of records Not withstanding the foregoing, the terms of this Agreement shall remain in effect dui mg any period that Subrecipient has control over CDBG funds, including Program income D Quarter ly Performance Report Subrecipient shall prepare and submit quarter ly reports regarding Program accomplishments as required by HUD, CDH, of City to assist CDH and City in meeting record keeping and reporting requirements, as may be mandated by HUD from time to time E Records Retention Subrecipient shall make available to HUD, CDH, 01 City all books and records relating to the Program supported by funds paid pursuant to this Agreement, and take all such actions as may be necessary to protect the tight of HUD, CDII of City to examine and audit all said books and records including but not limited to, work data, documents, proceedings, and Activities related to this Agreement foi a period of five (5) years from the date of final payment under this Agreement Subrecipient shall maintain said records in a manner which will indicate actual time and allowable costs with respect to all work performed hereundei as required by Federal regulations F Audits and Inspections All Subrecipient records with respect to any matters covered by this Agreement shall be made available to City, CDH, HUD, 01 the Comptrollei General of the United States 01 any of then authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts 01 transct Ipts of all relevant data Any deficiencies noted in audit reports must be fully cleared by Subrecipient within 30 days after receipt by Subrecipient Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result m the withholding of future payments Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning Subrecipient audits and OMB Cucuta' A-133 Section 5 Insuiance Subrecipient shall not commence any Program Activities under this Agreement until it has obtained all insurance required hereundei with a company 01 Page 4of12 Q 1'3ANBTICDBG12019 20201PSA Agreements119 20 PSA Agreement Family Services Sento' Meals doc companies acceptable to City, not allow any of its subcontractors to commence any Activities foi the Program until all insurance required of Subrecipient and its subcontractor have been obtained Subrecipient and its subcontractors shall take out and maintain at all times during the term of this Agreement the following policies of insurance A Woiket's Compensation Insurance Subrecipient shall furnish to City a copy of its policy of insurance as proof that it has taken out full woikei's compensation insurance for all persons who it may employ directly oi through subcontractors in carrying out the Program, in accordance with the laws of the State of California In accordance with the provisions of California Laboi Code Section 3700, every employee shall secure the payment of compensation to his employees Subrecipient shall sign and file with City a certification as follows "I am aware of the provisions in Section 3700 of the Labor Code which requires every employee to be insured against liability for workers compensation oi to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions of that Code, and I will comply with such provisions before commencing the performance of the Program described in this Agreement " B Comprehensive General Liability Insurance Throughout the term of this Agreement, at Subrecipient's sole cost and expense, Subrecipient shall keep, oi cause to be kept, in full force and effect, foi the mutual benefit of City and Subrecipient against claims and liabilities foi personal injury, death, 01 property damage arising from Subrecipient's activities, a policy of liability insurance Minimum coverage of one million dollars ($1,000,000) pee occurrence and two million dollars ($2,000,000) aggregate foi public liability, property damage and personal injury is required City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to City Such insurance shall be primary and non -conte ibuting to any insurance or self-insurance maintained by City Certificates of insurance and endorsements shall be delivered to City prioe to commencement of the Program C Business Auto Liability Insurance Throughout the term of this Agreement, Subrecipient shall maintain business auto liability coverage, with minimum limits of one million ($1,000,000) per occurrence, combined single limit foi bodily injury liability and pioperty damage liability This coverage shall include all Subrecipient owned vehicles used to conduct Subrecipient Activities, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and a certificate of insurance shall be delivered to City prior to commencement of the Program D General Insurance Requirements All insurance required by this Agreement shall be carried only with responsible insurance companies licensed and admitted to do business in the State of California and policies required uncle' subsections B and C of this Section 5 shall name as additional nnsured's City, and its elected officials, officers, employees, and agents All policies shall contain language, to the effect that (1) the insure' waives the right of subrogation against City and City's elected officials, officers, employees, and agents, (2) the policies are p' unary and non-contributing with any insurance that may be carried by City, and (3) they cannot be canceled oi materially changed except after thirty (30) days' prion wi itten notice by the insure' to City, delivered by certified mail All such policies shall be amended 01 endorsed to add City and its elected officials, officers, agents, representatives and employees as additional named insured's Subrecipient shall furnish City with copies of all such policies and endorsements Page 5 of 12 Q 1' 7ANETICDBG12019-20201PSA Agreements119 20 PSA Agreement - Family Services Senioe Meals doc promptly upon receipt of them A "Certificate of Insurance" showing the additional named insured's and other aforementioned provisions shall not be adequate Section 6 Compliance with Federal Laws Subrecipient shall comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U S 1-Iousing and Urban Development regulations concerning CDBG grants including subpart K of these regulations, except that (I) Subrecipient does not assume City's environmental responsibilities described in 24 CFR 570 604 and (2) Subrecipient does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52 Subrecipient also shall comply with all other applicable Federal, state, and local laws, regulations, and policies governing the funds provided under this Agreement Subrecipient further shall utilize funds available undei this Agreement to supplement rather than supplant funds otherwise available Section 7 Procuiement A Compliance Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as by such policy as may be procured with funds provided herein All Program assets (unexpended program income, property, equipment, etc) shall revert to City upon termination of this Agreement B Office of Management and Budget (OMB) Standards Unless specified otherwise in this Agreement, Subrecipient shall procure all materials, property, 01 services in accordance with the requirements of 24 CFR 84 40-48 C Use of Funds far Entertainment Meals or Gifts Subreciprent shall not use funds provided pursuant to this Agreement to pay foi entertainment, meals 01 gifts D Travel Subrecipient shall obtain written approval from City fol any travel outside of the City of Redlands with funds provided undei this Agreement Section 8 Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570 502 570 503, and 570 504, as applicable, which include but are not limited to the following A Subrecipient shall transfer to City any Program funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, 01 termination B Real property under Subrecipient's control that was acquired o1 improved, in whole 01 in part, with funds undei this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570 208 until five (5) years after expiration of this Agreement (oi such longer per iod of time as the City deems appropriate) If Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective foi the preset 'bed period of time, Subrecipient shall pay City an amount equal to the current fail market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, oi improvement to, the property Such payment shall constitute program income to City Subrecipient may retain real property acquired or improved Page 6 of 12 Q 1!1ANETICDBG12019 20201PSA Agreements119 20 PSA Agreement Family Services Senior Meals doc under this Agreement after the expiration of the five-year period (oi such longe[ period of time as City deems appropi iate) C In all cases in which equipment acquired, in whole 01 in part, with fiends under this Agreement is sold, the proceeds shall be Program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment) Equipment not needed by the Subrecipient foi activities under this Agreement shall be (a) transferred to City (an amount equal to the current fan market value of the equipment less the percentage of non- CDBG funds used to acquire the equipment) Section 9. Non -Discrimination. A Subrecipient shall comply with Executive Ordei 11246 which requires that during the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant foi employment because of race, religion, sex, colo[ of national origin Such action shall include, but not be limited to the following employment, upgrading, demotion, or transfer, rates of pay 01 other forms of compensation, and selection foi training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by and Subrecipient setting forth the provisions of this nondiseti nmation clause B Subrecipient shall comply with Title VI of the Civil Rights Act of 1964 as amended which provides that no person shall, on the ground of race, color 01 national origin, be excluded from participation in, be denied the benefits of, of be subject to discrimination undei any program of activity receiving federal financial assistance C No person shall, on the grounds of race, sex, creed, coloi, religion, marital status, national orlgin, age, sexual orientation, of physical 01 mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs 01 employment supported by this Agreement Sub -recipient is prohibited from discrimination on the basis of age 01 with respect to an otherwise qualified handicapped person as provided foi undei Section 109 of the Housing and Community Development Act of 1974, as amended D Subrecipient shall comply with the Age Discrimination Act of 1975 which requires that, during the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of age Such action shall include, but not be limited to the following employment upgrading, demotion, 01 transfei, rates of pay of othei forms of compensation, and selection foi training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants foi employment, notices to be provided by Subrecipient setting forth the provisions of this age disci immation clause C Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, as defined in section 706 (20) of this title, shall, solely by reason of his of het disability, be excluded from the participation in, be denied the benefits of, of be subjected to discrimination under any program o1 activity receiving Federal financial assistance of undei any program 01 activity conducted by any Executive agency of by the United States Postal Service Page 7 of 12 Q Ii3ANETICDBG12019 20201PSA Agreements119-20 PSA Agreement Family Services Sento' Meals doc Section 10 Religious Proselytizing or Political Activity. Subrecipient shall not perform 01 peiinrt any religious proselytizing of political activities prohibited by 24 CFR 570 200(1) in connection with its performance uncle' this Agreement Subrecipient shall not discriminate against any person applying foi such public services on the basis of religion and will not limit such services of give preference to persons on the basis of religion, and (1) it will provide no religious instruction or counseling, conduct no religious worship or services, engaging in no religious proselytizing, and exert no othei religious influence in the provision such public services, and (2) the portion of a facility used to provide public services assisted in whole or in part undei this Agreement shall contain no sectarian 01 religious symbols Section 11 Certification Regarding Lobbying Subrecipient certifies, to the best of its knowledge and belief, that A No federal appropi iated funds have been paid of will be paid, by 01 on behalf of Subrecipient, to any person for influencing of attempting to influence an officer 01 employee of any agency, a member of Congress, an office of employee of Congress in connection wit the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, of modification of any Federal contract, grant, loan, 01 cooperative agreement B If any funds othei than Federal appropi iated funds have been paid of will be paid to any person foi influencing 01 attempting to influence any officei 01 employee of any agency, a membei of Congiess, and officei or employee of Congress, of any employee of a inembei of Congress in connection with this Federal contract, grant, loan 01 cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying" in accoidance with its instructions C Subrecipient shall require that the language of this certification be included m the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts undei grants, loans, and cooperative agreements), and Subrecipient shall take all actions necessary to ensure that all Subrecipient's shall similarly certify and disclose accordingly Section 12 Conflict of Inter est Subrecipient agrees to abide by the provisions of 24 CFR 84 42 and 570 611, which include, but are not limited to, the following A Subrecipient shall maintain a written code 01 standaids of conduct that govern the performance of its officers, employees 01 agents engaged in the award and administration of contracts supported by Federal funds B No employee, officer 01 agent of Subrecipient shall participate in the selection, 01 in the award, 01 administration of, a contract supported by Federal funds if a conflict of interest, real 01 apparent, would be involved C No covered persons who exercise 01 have exercised any functions oi responsibilities with respect to CDBG-assisted activities, of who are in a position to participate in a decision -snaking process 01 gain inside information with regard to such activities, may obtain a financial interest in any contract, oi have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, either foi themselves 01 those with Page 8 of 12 Q 1IJANETICDBG12019-20201PSA Agreements119-20 PSA Agreement - Family Services Senior Meals doc whore they have business 01 immediate family ties, during then tenure of foi a period of one (1) year thereafter For purposes of this paragraph, a `coveted person" includes any person who is an employee, agent, consultant, offices, or elected 01 appointed official of City, Subrecipient, 01 any designated public agency D Subrecipient certifies that no member, officer or employee of Subrecipient is an officer of employee of City or member of any of its boards, commissions 01 committees or has any interest 01 holdings, which could be affected by any actions taken in execution of this Agreement Section 13 Compliance with Law In the course of conducting the Program under this Agreement, Subrecipient, its agents and employees, shall be bound by and comply with all applicable Federal, state and local laws and regulations Section 14 Section 3 of the Housing and Community Development Act of 1968 Subrecipient shall make every effort to provide training opportunities foi low- and moderate - income persons residing within the community where the Program is located and contracts awarded to local businesses therein, to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement Compliance with the foregoing requirements shall be a condition of the Federal financial assistance provided undei this Agreement and binding on Subrecipient Failure to fulfill these requirements shall subject Subrecipient, and its successors and assignees, to those sanctions specified through which Federal assistance is provided Subreciptent certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements Subrecipient shall make every effort to ensure that all Program Activities funded wholly 01 in part by CDBG funds shall provide equal employment opportunities for minorities and women Section 15 Amendment This Agreement may be amended or modified only by written agreement signed by the Parties, and the failure on the part of any Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision 01 other provisions by such Party Section 16. Termination and Suspension In accordance with 24 CFR 85 43, suspension or termination of this Agieernent may occui if the Subrecipient materially fails to comply with any of the terms of this Agreement, which include, but are not limited to the following A Failure to comply with any of the rules, regulations 01 provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies 01 directives as may become applicable at any time, B Failure, foi any reason, of the Subrecipient to fulfill m a timely and propel mannei its obligations under this Agreement, 01 C Ineffective 01 improper use of funds provided under this Agreement, of D Submission by the Subrecipient to City reports that are incorrect of incomplete un any material respect, 01 E Failure to take satisfactory corrective action as directed by City Page 9 of 12 Q IIJANETICDBGI2D 19-20201PSA Agreements119-20 PSA Agreement - Family Services Senior Meals doe In accordance with 24 CFR 85 44, this Agreement may be terminated by City or Subrecipient, in whole of in part, upon the giving of a written "Notice of Termination" at least thirty (30) days picot to the date of termination specified in said Notice In the event this Agreement is terminated, Subrecipient shall be compensated on a pro rata basis with respect to the percentage of the Program completed as of the date of termination In no event, howevei, shall Subrecipient receive more than the maximum specified compensation in this Agreement Upon expiration or termination of this Agreement, Subrecipient shall transfei to City all CDBG funds on hand at the time of expiration/termination and any accounts receivable atti ibutable to the use of CDBG funds Section 17 Joint Funding rot programs in which there are sources of funds received by Subrecipient from the private sector in addition to HUD/CDBG funds, Subrecipient shall provide proof of such funding to City upon receipt of such funds City shall not reimburse foi any services provided by Subrecipient which are funded by othei sources All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting apply to the total program regardless of funding sources The United States of America through HUD may in the future place programmatic or fiscal limitations on CDBG funds not presently anticipated Accordingly, the City reserves the right to amend this Agreement in order to take account of actions affecting HUD program funding In the event of funding reduction, City may reduce all of part of the budget and compensation payable to Subrecipient under this Agreement, and may, at its sole discretion, limit Subrecipient's authority to commit and spend funds, and may restrict Subrecipient's use of both its uncommitted and its unspent funds Where HUD has directed 01 requested City to implement a reduction in funding, with respect to funding foi this Agreement, the City Managei oi his designee, may act foi City in implementing and effecting such a reduction by amending this Agreement foi such purpose Section 18 Indemnification Subrecipient shall indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, agents, employees, and consultants, from all liability, from loss, damage 01 injury to persons of property, including the payment by Subrecipient of any and all legal costs and attorneys' fees, in any manner arising out of o1 incidental to the performance by Subrecipient, and/oi its employees and agents, of this Agreement, including, but not limited to, all consequential damages to the maximum extent permitted by law Section 19 Independent Contractor Nothing contained in this Agreement is intended, of shall be construed in any mannei to create of establish the relationship of employer/employee between City and Subrecipient Subrecipient shall at all times remain an independent contractor with respect to the Program Activities to be performed under this Agreement Section 20 Assignment No assignment of the Agreement 01 of any part 01 obligation of performance hereunder shall be made, either in whole oi in part, by Subrecipient without the prior written consent of City Section 21 Governing Law The laws of the State of California shall govern the tights, obligations, duties and liabilities of the Parties and shall also govern the interpretation of this Agreement Section 22. Attorneys' Fees If any action at law 01 in equity. including an action foi declaratory relief. is brought to enforce 01 interpret the provisions of this Agreement, the Page 10of12 Q 1!JANET\CDBG12019-20201PSA Agreenients119 20 PSA Agreement - Family Services Serum Meals doc prevailing Party shall be entitled to its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party, and all costs of the action, which may be set by the Court in the same action 01 in a separate action brought for that purpose, to addition to any other relief to which the Parties may be entitled Section 23. Entire Agreement. This Agreement represents the entire agreement between City and Subrecipient, and supersedes all pi for negotiations, representations of agreements, either written of oral, with respect to the subject mattei hereof Section 24 Handbook Receipt Certification Subrecipient certifies that it has received the HUD published `Playing by the Rules — A Handbook foi CDBG Subi ecipient s on Administrative Systems" in either punt 01 electionic format from City Subrecipient further certifies and agrees that it 1s Subrecipient's obligation under this Agreement to read and understand the Handbook Section 25 Notices Any and all notices, demands, invoices, and written communications between the Parties shall be addressed as set forth in this paragraph The below named individuals, furthermore, shall be those persons primarily responsible for the performance by the Parties under this Agreement, unless otherwise modified by subsequent written notice Subrecipient Representative Judith Wood, Acting CEO Family Service Association 21250 Box Springs Rd , Suite 212 Moreno Valley, CA 92557 City Representative Janet MiIlei, Project Managei 1.1 Development Services Department City of Redlands P O Box 3005 Redlands, CA 92373 When so addressed, such notices shall be deeined given upon deposit in the United States Mail Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section Page 11 of 12 Q 1!JANETICDBG12019-20201PSA Agreements119 20 PSA Agreement - Family Services Senior Meals doe CITY ; kat 1111(0) J"nre McConnell Assistant City Manager ATTEST J Donaldson IV Clerk SUBRECIPIENT Page 12 of 12 Q \ JANETICDBG12019-20201PSA Agreements119 20 PSA Agreement Family Services Senior Meals doc CITY OF REDLANDS COMMUNITY DEVELOPMENT BLOCK GRANT SUBRECIPIENT AGREEMENT This agreement for Community Development Block Grant ("CDBG") funding ("Agreement") is made and entered into this 20th day of June, 2019 ("Effective Date"), between the City of Redlands, a California municipal corporation ("City") and Family Service Association of Redlands, a non-profit organization ("Subrecipient") City and Subrecipient are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City has entered into a Contract with the County of San Bernardino Department of Community Development and housing, hereinafter referred to as "CDH", to execute the CITY's Community Development Block Grant (CDBG) program under the Housing and Community Development Act of 1974, as amended, hereinafter referred to as the "ACT", and WHEREAS, Subrecipient operates a program which is an eligible CDBG activity as specified in Section 570 208 of the CDBG regulations promulgated by the United States Department of Housing and Urban Development ("HUD"), and WHEREAS, City and Subrecipient recognize that Subrecipient's program entitled "Housing Assistance and Family Support Project" (the "Program") is beneficial to the well being of low- and moderate -income residents of City, and WHEREAS, Subrecipient proposes to offer the Program to qualified low- and moderate - income residents of City, NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Subrecipient agree as follows AGREEMENT Section 1 Term and Scope of Services. A Tenn of Agreement The term of this Agreement is July 1, 2019 through June 30, 2020 Such term may be extended by City's City Manager should additional time for auditing the Program be required in accordance with law B Program Delivery Subrecipient will be responsible for administering a Rental Assistance Program and an Emergency Food Assistance Program in a manner satisfactory to HUD, CDH, and City and consistent with any standards required as a condition of City providing Subrecipient with CDBG funds The program will include the following activities ("Activities") eligible under the CDBG program Page 1 of 13 C lUsersllamiller1AppDatalLocal\Microsoft\Windows\Temporary Internet FileslContent Outlook17A8F3SPQ119-20 PSA Agreement - Family Service Association doc Activity #1 Rental Assistance Program Provides up to three months rental payments to help prevent homelessness CDBG funds a portion of the program personnel costs to administer program Activity #2 Emergency Food Assistance Program Provides surplus food distribution, emergency meal assistance and nutrition classes CDBG funds a portion of the program personnel costs to administer program C Eligible Service Area Only CDBG eligible expenses associated with providing the Activities described in this Section to persons residing within the corporate limits of the city of Redlands are eligible for reimbursement under this Agreement D Scope of Activity Subrecipient shall not make any changes in the scope of the Activities without prior wntten authorization from City Upon receipt of a request by Subrecipient, City's City Manager, or his or her authorized designee, may amend the scope of the Activities by written agreement with Subrecipient, provided that such amendment shall not increase Subrecipient's compensation or violate Federal regulations E National Objectives All Activities funded with CDBG funds must meet one of the CDBG program's National Objectives benefit low- and moderate -income persons, aid in the prevention or elimination of slums or blight, or meet community development needs having a particular urgency, as defined in 24 CFR 570 208 Subrecipient certifies that the Activities carried out under this Agreement will meet the National Objective of benefiting Low- to Moderate Income Clientele (LMC) 570 208(a) (2) (i) (B) F Goals and Perfoiuiance Measures Subrecipient agrees to provide the following levels of Program Activities during the 2019-2020 program year Activity Total Units/Year Matrix Code Rental Housing Subsidy 100 Clients/Year 05S Rental Housing Subsidies Food Distribution 200 Clients/Year 05 General Public Service Section 2 Compensation and Payment A Compensation City shall pay Subrecipient a "not -to -exceed" amount of Nineteen Thousand One Hundred and Ninety -Two Dollars ($19,192 00) B Reimbursement It is the intent of City in entering into this Agreement to acknowledge that the funds expended by Subrecipient in the performance of its Program, from and after July 1, 2019, shall be eligible for reimbursement pursuant to this Agreement C Budget Reimbursement of allowable costs shall be made against the line item budgets specified below, herein and in accordance with performance Line Item Amount Personnel Costs $19,192 00 Page 2of13 C lUsersljamiller1AppDatalLocal\Microsoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ119-20 PSA Agreement - Family Service Association doc D Payment Procedures Subrecipient shall provide City with quarterly invoices City will review the quarterly invoices and expenditure information submitted by Subrecipient to determine that the Activities performed, and expenditures made, are consistent with the approved budget and this Agreement City shall process the invoices for payment in accordance with its usual manner Payment will generally be made within thirty (30) calendar days Should City determine that Subrecipient has not performed its obligations as stated in this Agreement in a satisfactory mariner, or if City determines that insufficient supporting information has been submitted, City shall notify Subrecipient in writing within 15 days of receipt of the reimbursement invoice of its determination specifying in detail the objections which City has to Subrecipient's performance or expenses and the additional information needed to process the invoice, as applicable Failure of Subrecipient to respond in writing within 30 days of the date of notice from City shall render the reimbursement request null and void E Changes in Grant Allocation City reserves the right to reduce the grant allocation to Subrecipient when City's fiscal monitoring indicates that Subrecipient's rate of expenditures will result in unspent funds at the end of the Program year Changes in the grant allocation may be made after consultation with Subrecipient Section 3 Financial Management A Accounting Standards Subrecipient shall comply with 24 CFR 84 21-28 and adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred B Cost Pnnciples Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Pnnciples for Non -Profit Organizations," or A-21, "Cost Pnnciples for Educational Institutions" as applicable These principles shall be applied for all costs incurred whether charged on a direct or indirect basis C Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to City for approval, in a form specified by City D Program Income Subrecipient shall report quarterly all program income (as defined at 24 CFR 570 500(a)) generated by the Activities carried out with CDBG funds made available under this Agreement The use of Program income by Subrecipient shall comply with the requirements set forth in 24 CFR 570 504 By way of further hmitation, Subrecipient may use such income during the contract period for Activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such Program income balances on hand All unexpended Program income shall be returned to City at the completion of this Agreement Any interest earned on cash advances from the U S Treasury and from funds held in a revolving fund account is not Program income and shall be remitted promptly to City Section 4 Documentation and Record Keeping Page 3 of 13 C lUsers\iamillerlAppDatalLocallMicrosoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ1I9-20 PSA Agreement - Family Service Association doc A Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570 506 that are pertinent to the activities to be funded under this Agreement Such records shall include but not be limited to 1 Records providing a full description of each Activity undertaken, 2 Records demonstrating that each Activity undertaken meets one of the National Objectives of the CDBG program, 3 Records required to determine the eligibility of Activities, 4 Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance, 5 Records documenting compliance with the fair housing and equal opportunity components of the CDBG program, 6 Records documenting payroll and time attendance signed by the employee and approved by the supervisor reflecting total work time on a daily basis by program and/or funding source, as applicable 7 Financial records as required by 24 CFR 570 502, and 24 CFR 84 21-28, and 8 Other records necessary to document compliance with Subpart K of 24 CFR Part 570 B Client Data Subrecipient shall maintain client data demonstrating client eligibility for services provided Such data shall include, but not be hmited to, client name, address, income level or other basis for determining eligibility, and description of service provided Such information shall be made available to HUD, CDH, or City representatives for review upon request C Close-outs Subrecipient's obligation to HUD, CDH and City shall not end until all close-out requirements are completed Activities during this close-out period shall include, but are not limited to making final payments, disposing of Program assets (including the return of all unused materials, equipment, unspent cash advances, Program income balances, and accounts receivable to City), and determining the custodianship of records Not withstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG funds, including Program income D Quarterly Performance Report Subrecipient shall prepare and submit quarterly reports regarding Program accomplishments as required by HUD, CDH, or City to assist CDH and City in meeting record keeping and reporting requirements, as may be mandated by HUD from time to time E Records Retention Subrecipient shall make available to HUD, CDH, or City all books and records relating to the Program supported by funds paid pursuant to this Agreement, and take all such actions as may be necessary to protect the right of HUD, CDH or City to examine and audit all said books and records including but not limited to, work data, documents, proceedings, and Activities related to this Agreement for a period of five (5) years from the date of final payment under this Agreement Subrecipient shall maintain said records in a manner which will indicate actual time and allowable costs with respect to all work performed hereunder as required by Federal regulations Page 4 of 13 C lUsersljamillerlAppData\Local\Microsoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ119-20 PSA Agreement - Family Service Association doc F Audits and Inspections All Subrecipient records with respect to any matters covered by this Agreement shall be made available to City, CDH, HUD, or the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data Any deficiencies noted in audit reports must be fully cleared by Subrecipient within 30 days after receipt by Subrecipient Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning Subrecipient audits and OMB Circular A-133 Section 5 Insurance Subrecipient shall not commence any Program Activities under this Agreement until it has obtained all insurance required hereunder with a company or companies acceptable to City, nor allow any of its subcontractors to commence any Activities for the Program until all insurance required of Subrecipient and its subcontractor have been obtained Subrecipient and its subcontractors shall take out and maintain at all times dunng the term of this Agreement the following policies of insurance A Worker's Compensation Insurance Subrecipient shall furnish to City a copy of its policy of insurance as proof that it has taken out full worker's compensation insurance for all persons who it may employ directly or through subcontractors in carrying out the Program, m accordance with the laws of the State of California In accordance with the provisions of California Labor Code Section 3700, every employer shall secure the payment of compensation to his employees Subrecipient shall sign and file with City a certification as follows "I am aware of the provisions in Section 3700 of the Labor Code which requires every employer to be insured against liability for workers compensation or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions of that Code, and I will comply with such provisions before commencing the performance of the Program described in this Agreement " B Comprehensive General Liability Insurance Throughout the terin of this Agreement, at Subrecipient's sole cost and expense, Subrecipient shall keep, or cause to be kept, in full force and effect, for the mutual benefit of City and Subrecipient against claims and liabilities for personal injury, death, or property damage arising from Subrecipient's activities, a policy of liability insurance Minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days pnor written notice to City Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City Certificates of insurance and endorsements shall be delivered to City prior to commencement of the Program C Business Auto Liability Insurance Throughout the term of this Agreement, Subrecipient shall maintain business auto liability coverage, with minimum limits of one million ($1,000,000) per occurrence, combined single limit for bodily injury liability and property Page 5 of 13 C lUsersliamillerlAppDatalLocallMicrosoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ119-20 PSA Agreement Family Service Association doc damage liability This coverage shall include all Subrecipient owned vehicles used to conduct Subrecipient Activities, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and a certificate of insurance shall be delivered to City prior to commencement of the Program D General Insurance Requirements All insurance required by this Agreement shall be carried only with responsible insurance companies licensed and admitted to do business in the State of California and policies required under subsections B and C of this Section 5 shall name as additional insured's City, and its elected officials, officers, employees, and agents All policies shall contain language, to the effect that (1) the insurer waives the nght of subrogation against City and City's elected officials, officers, employees, and agents, (2) the policies are primary and non-contributing with any insurance that may be carried by City, and (3) they cannot be canceled or materially changed except after thirty (30) days' prior written notice by the insurer to City, delivered by certified mail All such policies shall be amended or endorsed to add City and its elected officials, officers, agents, representatives and employees as additional named insured's Subrecipient shall furnish City with copies of all such policies and endorsements promptly upon receipt of them A "Certificate of Insurance" showing the additional named insured's and other aforementioned provisions shall not be adequate Section 6 Compliance with Federal Laws. Subrecipient shall comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U S Housing and Urban Development regulations concerning CDBG grants including subpart K of these regulations, except that (1) Subrecipient does not assume City's environmental responsibilities described in 24 CFR 570 604 and (2) Subrecipient does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52 Subrecipient also shall comply with all other applicable Federal, state, and local laws, regulations, and policies governing the funds provided under this Agreement Subrecipient further shall utilize funds available under this Agreement to supplement rather than supplant funds otherwise available Section 7. Procurement. A Compliance Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as by such policy as may be procured with funds provided herein All Program assets (unexpended program income, property, equipment, etc) shall revert to City upon termination of this Agreement B Office of Management and Budget (OMB) Standards Unless specified otherwise in this Agreement, Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84 40-48 C Use of Funds for Entertainment Meals or Gifts Subrecipient shall not use funds provided pursuant to this Agreement to pay for entertainment, meals or gifts D Travel Subrecipient shall obtain written approval from City for any travel outside of the City of Redlands with funds provided under this Agreeinent Page 6 of 13 C 1UsersljamillerlAppDatalLocallMicrosoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ119-20 PSA Agreement Family Service Association doc Section 8. Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570 502 570 503, and 570 504, as applicable, which include but are not limited to the following A Subrecipient shall transfer to City any Program funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination B Real property under Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570 208 until five (5) years after expiration of this Agreement (or such longer period of time as the City deems appropriate) If Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, Subrecipient shall pay City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property Such payment shall constitute program income to City Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period (or such longer period of time as City deems appropriate) C In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be Program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment) Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to City (an amount equal to the current fair market value of the equipment less the percentage of non- CDBG funds used to acquire the equipment) Section 9 Non -Discrimination. A Subrecipient shall comply with Executive Order 11246 which requires that during the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin Such action shall include, but not be limited to the following employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by and Subrecipient setting forth the provisions of this nondiscrimination clause B Subrecipient shall comply with Title VI of the Civil Rights Act of 1964 as amended which provides that no person shall, on the ground of race, color or national ongtn, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance C No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual onentation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any Page 7of13 C lUsersljamillerlAppDatalLocaI\Microsoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ119-20 PSA Agreement Family Service Association doc activities, programs or employment supported by this Agreement Sub -recipient is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended D Subrecipient shall comply with the Age Discrimination Act of 1975 which requires that, during the performance of this Agreement, and Subrecipient shall not discriminate against any employee or applicant for employment because of age Such action shall include, but not be limited to the following employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship Subrecipient shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by Subrecipient setting forth the provisions of this age discrimination clause E Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, as defined in section 706 (20) of this title, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance or under any program or activity conducted by any Executive agency or by the United States Postal Service Section 10 Religious Proselytizing or Political Activity Subrecipient shall not perform or permit any religious proselytizing or political activities prohibited by 24 CFR 570 200(j) in connection with its performance under this Agreement Subrecipient shall not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion, and (1) it will provide no religious instruction or counseling, conduct no religious worship or services, engaging in no religious proselytizing, and exert no other religious influence in the provision such public services, and (2) the portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols Section 11. Certification Regarding Lobbying Subrecipient certifies, to the best of its knowledge and belief, that A No federal appropriated funds have been paid or will be paid, by or on behalf of Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an office or employee of Congress in connection wit the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement B If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any agency, a member of Congress, and officer or employee of Congress, or any employee of a member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Forin-LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions Page 8 of 13 C 1Usersljamiller\AppDatalLocal\Microsoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ119-20 PSA Agreement - Family Service Association doc C Subrecipient shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and Subrecipient shall take all actions necessary to ensure that all Subrecipient's shall similarly certify and disclose accordingly Section 12. Conflict of Interest. Subrecipient agrees to abide by the provisions of 24 CFR 84 42 and 570 611, which include, but are not limited to, the following A Subrecipient shall maintain a written code or standards of conduct that govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds B No employee, officer or agent of Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved C No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, 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 City, Subrecipient, or any designated public agency D Subrecipient certifies that no member, officer or employee of Subrecipient is an officer or employee of City or member of any of its boards, commissions or committees or has any interest or holdings, which could be affected by any actions taken in execution of this Agreement Section 13. Compliance with Law. In the course of conducting the Program under this Agreement, Subrecipient, its agents and employees, shall be bound by and comply with all applicable Federal, state and local laws and regulations Section 14. Section 3 of the Housing and Community Development Act of 1968. Subrecipient shall make every effort to provide training opportunities for low- and moderate - income persons residing within the community where the Program is located and contracts awarded to local businesses therein, to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement Compliance with the foregoing requirements shall be a condition of the Federal financial assistance provided under this Agreement and binding on Subrecipient Failure to fulfill these requirements shall subject Subreeipient, and its successors and assignees, to those sanctions specified through which Federal assistance is provided Subrecipient certifies and agrees that no contractual or other disability exists which would prevent compliance with these Page 9 of 13 C 1UsersliamilIer1AppDatalLocal\Microsoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ1I9-20 PSA Agreement - Family Service Association doc requirements Subrecipient shall make every effort to ensure that all Program Activities funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women Section 15 Amendment This Agreement may be amended or modified only by written agreement signed by the Parties, and the failure on the part of any Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or other provisions by such Party Section 16. Termination and Suspension In accordance with 24 CFR 85 43, suspension or termination of this Agreement may occur if the Subrecipient materially fails to comply with any of the terms of this Agreement, which include, but are not limited to the following A Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time, B Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement, or C Ineffective or improper use of funds provided under this Agreement, or D Submission by the Subrecipient to City reports that are incorrect or incomplete in any material respect, or E Failure to take satisfactory corrective action as directed by City In accordance with 24 CFR 85 44, this Agreement may be terminated by City or Subrecipient, in whole or in part, upon the giving of a written "Notice of Termination" at least thirty (30) days prior to the date of termination specified in said Notice In the event this Agreement is terminated, Subrecipient shall be compensated on a pro rata basis with respect to the percentage of the Program completed as of the date of termination In no event, however, shall Subrecipient receive more than the maximum specified compensation in this Agreement Upon expiration or termination of this Agreement, Subrecipient shall transfer to City all CDBG funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG funds Section 17 Joint Funding. For programs in which there are sources of funds received by Subrecipient from the private sector in addition to HUD/CDBG funds, Subrecipient shall provide proof of such funding to City upon receipt of such funds City shall not reimburse for any services provided by Subrecipient which are funded by other sources All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting apply to the total program regardless of funding sources The United States of America through HUD may in the future place programmatic or fiscal limitations on CDBG funds not presently anticipated Accordingly, the City reserves the right to amend this Agreement in order to take account of actions affecting HUD program funding In the event of funding reduction, City may reduce all or part of the budget and compensation payable to Subrecipient under this Agreement, and may, at its sole discretion, limit Subrecipient's authority to commit and spend funds, and may restrict Subrecipient's use of both its uncommitted and its unspent funds Where HUD has directed or requested City to implement a reduction in funding, with respect to funding for this Page l0 of 13 C lUsersliamillerlAppData\Local\Microsoft\Windows\Temporary Internet Files\Content Outlookl7ASF3SPQ119 20 PSA Agreement - Family Service Association doc Agreement, the City Manager or his designee, may act for City in implementing and effecting such a reduction by amending this Agreement for such purpose Section 18 Indemnification. Subrecipient shall indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, agents, employees, and consultants, from all liability, from loss, damage or injury to persons or property, including the payment by Subrecipient of any and all legal costs and attorneys' fees, in any manner arising out of or incidental to the performance by Subrecipient, and/or its employees and agents, of this Agreement, including, but not limited to, all consequential damages to the maximum extent permitted by law Section 19 Independent Contractor. Nothing contained in this Agreement is intended, or shall be construed in any mariner to create or establish the relationship of employer/employee between City and Subrecipient Subrecipient shall at all times remain an independent contractor with respect to the Program Activities to be performed under this Agreement Section 20 Assignment No assignment of the Agreement or of any part or obligation of performance hereunder shall be made, either in whole or in part, by Subrecipient without the pnor written consent of City Section 21 Governing Law The laws of the State of California shall govern the nghts, obligations, duties and liabilities of the Parties and shall also govern the interpretation of this Agreement Section 22. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party, and all costs of the action, which may be set by the Court in the same action or in a separate action brought for that purpose, in addition to any other relief to which the Parties may be entitled Section 23 Entire Agreement. This Agreement represents the entire agreement between City and Subrecipient, and supersedes all pnor negotiations, representations or agreements, either written or oral, with respect to the subject matter hereof Section 24 Handbook Receipt Certification Subrecipient certifies that it has received the HUD published "Playing by the Rules — A Handbook for CDBG Subrecipient s Administrative Systems" in either pnnt or electronic format from City Subrecipient further certifies and agrees that it is Subrecipient's obligation under this Agreement to read and understand the Handbook Section 25. Notices. Any and all notices, demands, invoices, and written communications between the Parties shall be addressed as set forth in this paragraph The below named individuals, furthermore, shall be those persons pnmanly responsible for the performance by the Parties under this Agreement, unless otherwise modified by subsequent wntten notice Subrecipient Representative Page 11 of 13 C 1UsersljamillerlAppDatalLocallMicrosoft\Windows\Temporary Internet Files\COntent Outlook17A8F3SPQ119-20 PSA Agreement - Family Service Association doc Kyra Stewart, Executive Director Family Service Association of Redlands 612 Lawton Ave Redlands, CA 92374 City Representative Janet Miller, Project Manager II Development Services Department City of Redlands P 0 Box 3005 Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section Page 12 of 13 C lUsersllamu11er1AppData\LocallMicrosoft\W ndows\Temporary Internet Files\Content Outlook17A8F3SPQ119 20 PSA Agreement - Family Service Association doc CITY Ja.&cMcConnell UBRECIPIENT K ,LAI 1 1- aw- - Assistant City Manager Executive Director ATTEST Jeal Donaldson City Clerk itcr)A4-64--- Page 13of13 C \Usersljamiller1AppDatalLocal\Microsoft\Windows\Temporary Internet Files\Content Outlook17A8F3SPQ119 20 PSA Agreement Family Service Association.doc