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2014/07/01 Assistance League of Temecula Valley CDBG 14/15 - Operation School Bell COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND ASSISTANCE LEAGUE OF TEMECULA VALLEY FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELQPMENT LOCK GRANT AGREEMENT ("Agreement"), entered into as of this _l-- day of 20 by and between the CITY OF MENIFEE, a California municipal corporati n ("Grantee"), and ASSISTANCE LEAGUE OF TEMECULA VALLEY, a California nonprofit corporation ("Subrecipient"). RECITALS WHEREAS, Grantee participates in the Community Development Block Grant program administered by the United States Department of Housing and Urban Development ("HUD") under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the regulations promulgated thereunder (24 C.F.R. §§ 570 et seq.). Pursuant to the Community Development Block Grant program, Grantee receives funds from HUD ("CDBG Funds") to be used for the support of community development activities that meet at least one of the three national objectives of the program: (i)benefiting low and moderate income persons, (ii)preventing and eliminating slums and blight, and(iii) addressing a community development need having a particular urgency; WHEREAS, Subrecipient is a nonprofit, volunteer philanthropic organization dedicated. to serving the needs of families in Southwest Riverside County, including residents of Grantee; WFIEREAS, Subrecipient desires to utilize CDBG Funds provide services to the families in Southwest Riverside County, including residents of Grantee; WHEREAS, Grantee desires to assist Subrecipient with the foregoing by providing financial assistance to Subrecipient in the form of a grant of CDBG Funds in the amount not to exceed Ten Thousand Dollars ($10,000.00) ("City Grant") to be used by Subrecipient for certain expenses related to the Program, more particularly described herein as the "Eligible Project Expenses"; and WHEREAS, Grantee's provision of the City Grant to Subrecipient pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of Grantee and the welfare of its residents, and in accordance with the purpose and provisions of the Community Development Block Grant program. NOW, THEREFORE, based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, Grantee and Subrecipient hereby agree as follows: 2671/031858-0001 7612328.1 a]0/29/14 I. SCOPE OF SERVICE. A. Activities. Subrecipient will be responsible for administering a Community Development Block Grant ("CDBG") Year 2014-2015 Public Services Program ("Program") in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. Such program will include the following activities eligible under the CDBG program: Program Delivery Activity#1: Operation School Bell which assists needy students from Low and Moderate Income ("LMI") families in grades kindergarten through eighth (8th) grade by providing them new school clothing at the beginning of the school year ("Services"). The students are taken to a local retail store to receive school appropriate clothing totaling $125. Services will be provided to at least eighty(80)LMI persons. General Administration Subrecipient will be responsible for the general administration of the Program activities set forth herein in a manner satisfactory to Grantee and consistent with the standards set forth in this Agreement. General administration of the Program includes the following activities: I. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B. NationalObiectives. All activities funded with CDGB Funds must meet one of the CDBG program's national objectives: (i) benefiting low and moderate income persons, (ii) preventing and eliminating slums and blight, and (iii) addressing a community development need having a particular urgency, as defined in 24 C.F.R. § 570.208. Subrecipient certifies that the Services will meet one of the CDBG program's national objectives by providing services that directly benefit LMI persons. Subrecipient will provide the Services to a minimum of eighty (80) LMI persons. Subrecipient shall document and maintain records of the number of LMI persons served throughout the year. C. Levels of Accomplishment—Goals and Performance Measures. Subrecipient agrees to provide the following levels of program services: Activity Total Units/Year Activity 91 At Least Eighty(80)LMI Persons 2671/03185M001 7612328.1.10/29114 -2- LMI person is defined as a person having an income equal or less to than 80% of the area median income, and outlined in the following table, or persons presumed to be LMI in accordance with 24 C.F.R. § 570.208(2)(a). Riverside County Area Median Income (Fiscal Year 2014): $60,700 Extremely Low Income Very Low Income Family Limits Limits Low Income Limits Members 30% of Median 50% of Median 80% of Median In Household Annual Monthly Annual Monthly Annual Monthly 1 $12,750 $1,063 $21,250 $1,771 $34,000 $2,833 2 $14,600 $1,217 $24,300 $2,025 $38,850 $3,238 3 $16,400 $1,367 $27,350 $2,279 $43,750 $3,646 4 $18,200 $1,517 $30,350 $2,529 $48,550 $4,046 5 $19,700 $1,642 $32,800 $2,733 $52,450 $4,371 6 $21,250 $1,771 $35,250 $2,938 $56,350 $4,696 7 $22,600 $1,883 $37,650 $3,138 $60,250 $5,021 8 $24,050 $2,004 $40,100 $3,342 $64,100 $5,342 D. Staffing. Subrecipient shall ensure adequate and appropriate staffing is allocated to performance of the Services. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance, and Workers' Compensation Insurance, as Subrecipient is an independent contractor. E. Performance Monitoring. Grantee will monitor the performance of Subrecipient against goals and performance standards stated above. Substandard performance as determined by Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within ten (10) days after being notified by Grantee of such substandard 2671/03185M001 7612328.1.10129/14 -3- performance, Grantee may, but is not required to initiate contract suspension or termination procedures to suspend or terminate this Agreement. II. TIME OF PERFORMANCE. Services shall start on the 1st day of July, 2014, and end on the 30th day of June, 2015. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Subrecipient remains in control of CDBG Funds or other CDBG asset, including Program income. III. BUDGET. Subrecipient shall apply the City Grant funds received from Grantee under this Agreement in accordance with the line item budget set forth as follows: Eli able-'ro ect Ea ense ? 'ount Salaries $0 Fringe 0 Clothing for Beneficiary School Children 10,000 Utilities 0 Communications 0 Reproduction/Printing Reproduction/Printing 0 Supplies and Materials 0 Mileage 0 Audit 0 Other(Specify) 0 Indirect Costs (Specify) 0 TOTAL $10 000 Any indirect costs charged must be consistent with the conditions of this Agreement. In addition, Grantee may require a more detailed budget breakdown than the one contained herein, and Subrecipient shall provide such supplementary budget information in a timely fashion in the form and content prescribed by Grantee. Any amendments to the budget must be approved in writing by both Grantee and Subrecipient. IV. PAYMENT. It is expressly agreed and understood that the total amount to be paid by Grantee under this Agreement shall not exceed Ten Thousand Dollars ($10,000). Drawdowns for the payment of Eligible Project Expenses shall be made against the line item budget specified in Section III (Budget) herein and in accordance with performance of the Services. Expenses for general administration shall also be paid against the line item budgets specified in Section III (Budget) and in accordance with performance of the Services. 2671/03185M001 7612328.1.10/29/14 -4- City Grant payments shall be made to: Assistance League of Temecula Valley Attn: Dorcas Shaktman, President 28720 Via Montezuma Temecula, CA 92590-2510 Payments may be contingent upon certification of Subrecipient's financial management system in accordance with the standards specified in 24 C.F.R. § 84.21. V. NOTICES. Subrecipient shall notify Grantee of any of the following changes: • Loss of Non-Profit Status; or • Change in leadership of Subrecipient or changes in staff administering this Agreement. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Subrecipient Robert Lennox Electra Demos Community Services Director Grants Chair City of Menifee Assistance League of Temecula Valley 29714 Haun Road 28720 Via Montezuma Menifee, CA 92586 Temecula, Ca 92590-2510 Phone: (951) 672-6777 Phone: (951) 694-8018 Fax: (951) 679-3843 Fax: (951) 694-8298 VI. SPECIAL CONDITIONS. None 2671/031858-0001 7612328.1..10/29/14 -5- VII. GENERAL CONDITIONS. A. General Compliance. Subrecipient shall carry out the Services and operate the Program in conformity with all applicable Federal, state, and local laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation, the CDBG Requirements (except that (1) Subrecipient does not assume the environmental responsibilities described in 24 C.F.R. § 570.604, and (2) Subrecipient does not assume the responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52) and the legal requirements set forth in Exhibit A attached to this Agreement and the statutes referenced therein, all provisions of the Municipal Code of the City of Menifee, and all federal and state fair labor standards, including the payment of prevailing wages and compliance with the Davis-Bacon Act. "CDBG Requirements" shall collectively refer to the requirements of Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) as amended from time to time, and the implementing regulations set forth in 24 C.F.R. §§ 570 et seq. as amended from time to time, and the requirements set forth and referred to in Exhibit A attached to this Agreement. Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. In the case of any conflict between the CDBG Requirements and this Agreement, the CDBG Requirements shall control; it being understood, however, that in order to be in compliance with this Agreement and the CDBG Requirements, Subrecipient shall, to the extent possible, comply with the most restrictive provisions in this Agreement and the CDBG Requirements. Each and every provision required by law to be included in this Agreement shall be deemed to be included, and this Agreement shall be read and enforced as though all such provisions were included. Subrecipient acknowledges and agrees that it shall be and remain, and shall cause Subrecipient personnel to be and remain, fully knowledgeable and apprised of all local, state and federal laws, rules, and regulations in any manner affecting the performance under this Agreement, including the CDBG Requirements. Subrecipient shall indemnify, protect, defend, and hold harmless Grantee and its officials, officers, employees, and agents, with counsel reasonably acceptable to Grantee, from and against any and all loss, liability, damage, claim, cost, expense and/or "increased costs" (including reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) that results or arises in any way from any of the following: (a) the noncompliance by Subrecipient of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable,the requirement to pay state or federal prevailing wages and hire apprentices); (b) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (c) failure by Subrecipient to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. The foregoing indemnity shall survive termination or expiration of this Agreement. It is agreed by the parties that Subrecipient shall bear all risks of payment or nonpayment of prevailing wages under federal law and California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. "Increased costs," as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. 2671/031858-0001 7612328.1 a10/29/14 -6- B. Hold Harmless. Subrecipient shall indemnify, defend, and hold harmless Grantee and its officers, officials, employees, representatives, and agents (each, an "Indemnitee") from and against any and all liability, expense, or damage of any kind or nature, and for, from and against any suits, claims, or demands, including legal fees and expenses, on account of or arising out of this Agreement or otherwise in connection with the Program or Services, except to the extent of such loss as may be caused by the sole negligence or willful misconduct of an Indemnitee. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Grantee believes is covered by this indemnity, Grantee shall give Subrecipient written notice of the matter and an opportunity to defend it, at Subrecipient's sole cost and expense, with legal counsel satisfactory to Grantee. C. Workers' Compensation. Subrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. D. Insurance &Bonding. Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to the amount of the City Grant. Subrecipient shall comply with the bonding and insurance requirements of 24 C.F.R. §§ 84.31 and 84.48, Bonding and Insurance. Subrecipient will not be relieved of any liability, claims, demands, or other obligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintain insurance in sufficient amounts, durations, or types. Subrecipient shall name Grantee and its officers, officials, employees, volunteers, agents, and representatives as an additional insured under its general liability insurance and provide a copy of its insurance certificate(s)to Grantee. Failure on the part of Subrecipient to procure or maintain policies providing the required coverages, conditions, and minimum limits will constitute a material breach of this Agreement, upon which Grantee may immediately terminate this Agreement. E. Licensing. Subrecipient agrees to comply with and obtain at its own expense, if necessary, all applicable Federal, state, county, or municipal standards for licensing, certifications, and operation of facilities and programs, including the Program, and accreditation and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of the Services. 2671/031858-000t 7612328A a70/29/14 -7- In the event of an investigation or suspension regarding any Subrecipient license related to the Services under this Agreement, Grantee may terminate this Agreement and withhold further City Grant funds. In addition, monies already received under this Agreement may be owed back to Grantee. F. Grantee Recognition. Subrecipient shall ensure recognition of the role of Grantee in providing Services through this Agreement. All activities, facilities, and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with City Grant funds under this Agreement. G. Amendments. Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each party, and approved by Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release Grantee or Subrecipient from its obligations under this Agreement. Grantee may, in its discretion, amend this Agreement to conform with Federal, state, or local governmental guidelines, policies, and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of Services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient. H. Suspension or Termination. In accordance with 24 C.F.R. § 85.43, Grantee may suspend or terminate this Agreement if Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to)the following: 1. Failure to comply with any of the rules, regulations, or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies, or directives as may become applicable at any time; 2. Failure, for any reason, of Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of City Grant funds provided under this Agreement; or 4. Submission by Subrecipient to Grantee reports that are incorrect or incomplete in any material respect. In accordance with 24 C.F.R. § 85.44, this Agreement may also be terminated for convenience by either Grantee or Subrecipient, in whole or in part, by setting forth the reasons 2671/03185&0001 7612328.1 a10/29/14 -8- for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, Grantee determines that the remaining portion of the City Grant funds will not accomplish the purpose for which the grant was made, Grantee may terminate this Agreement in its entirety. VIR. ADMINISTRATIVE REQUIREMENTS. A. Financial Management. 1. Accounting Standards Subrecipient agrees to comply with 24 C.F.R. §§ 84.21 — 84.28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles Subrecipient shall administer its program in conformance with 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. [Note: For the above sections, if Subrecipient is a governmental or quasi- governmental agency, the applicable section of 24 C.F.R. Part 85, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, " and OMB Circular A-87 would apply.] B. Documentation and Record Keening. 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 C.F.R. § 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a) Records providing a full description of each activity undertaken; b) Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c) Records required to determine the eligibility of activities; d) Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e) Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; 2671/031858-0001 7612328.1.10/29/14 -9- f) Financial records as required by 24 C.F.R. § 570.502, and 24 C.F.R. §§ 84.21-84.28; and g) Other records necessary to document compliance with Subpart K of 24 C.F.R. Part 570. 2. Retention Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Agreement for a period of four (4) years. The retention period begins on the date of the submission of Grantee's annual performance and evaluation report to HUD in which the Services under this Agreement are reported on for the final time. Notwithstanding the above, if there is any litigation, claim, audit, negotiation, or other action that involves any of the records cited and that has started before the expiration of the four-year retention period, then such records must be retained until completion of the litigation, claim, audit, negotiation, or other action and the resolution of all issues, or until the expiration of the four-year period, whichever occurs later. 3. Client Data Subrecipient shall maintain client data demonstrating client eligibility for Services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of Grantee's or Subrecipient's responsibilities with respect to the Services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian of person receiving service. 5. Close-outs Subrecipient's obligation to Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Grantee), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG Funds, including program income. Subrecipient will have thirty (30) days after the end of the period defined in Section 1I (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 2671/031858-0001 7612328.1 e10/29/14 -10- 6. Audits &Inspections Subrecipient records with respect to any matters covered by this Agreement shall be made available to Grantee, HUD, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Subrecipient within thirty (30) days after receipt by Subrecipient of the audit report. Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding by Grantee of future payments of the City Grant. Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Subrecipient audits and OMB Circular A-133. C. Reporting and Payment Procedures. 1. Program Income Subrecipient shall report quarterly all program income (as defined at 24 C.F.R. § 570.500(a)) generated by activities carried out with CDBG Funds made available under this Agreement. The use of program income by Subrecipient shall comply with the requirements set forth at 24 C.F.R. § 570.504. By way of further limitations, Subrecipient may use such program income during the term of this Agreement and shall reduce requests for additional City Grant . funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to Grantee at the end of the term of this Agreement. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to Grantee. 2. Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to Grantee for approval, in a form specified by Grantee. 3. Payment Procedures Grantee shall reimburse Subrecipient only for actual incurred costs upon presentation of properly executed reimbursement forms as provided and approved by Grantee. Only those Eligible Project Expenses directly related to this Agreement shall be reimbursed. The amount of each request must be limited to the amount needed for payment of Eligible Project Expenses. In the event that Grantee or HUD determines that any CDBG Funds were expended by Subrecipient for unauthorized or ineligible purposes or the expenditures constitute disallowed costs in any other way, Grantee or HUD may order repayment of the same. Subrecipient shall remit the disallowed amount to Grantee within thirty (30) days of written notice of the disallowance. 2671/03185M001 7612328.1 a1029/14 -11- a) Subrecipient agrees that funds determined by Grantee to be surplus upon completion of this Agreement will be subject to cancellation by Grantee. b) Subrecipient agrees that upon expiration of this Agreement, Subrecipient shall transfer to Grantee any CDBG Funds on hand at the time of the expiration and any accounts receivable attributable to the use of CDBG Funds. c) Grantee shall be relieved of any obligation for payments if funds allocated to Grantee cease to be available for any cause other than misfeasance of Grantee itself. d) Grantee reserves the right to withhold payments pending timely delivery of program reports or documents as may be required under this Agreement. Payments by Grantee will be provided through a reimbursement/invoicing method. only, with payment issued by Grantee after actual costs have been incurred and paid by Subrecipient. All costs shall be supported by properly executed payrolls, time records, invoices, vouchers, or other official documentation, as evidence of the nature and propriety of the charges. All accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible, and upon reasonable notice, Grantee and FND shall have the right to audit the records of Subrecipient as they relate to this Agreement and the activities and services described herein. Payment reimbursement requests shall be submitted by Subrecipient at a minimum on a quarterly basis. Failure to submit reimbursement requests in a timely manner may lead to reallocation of City Grant funds. Subrecipient shall also: a) Maintain an effective system of internal fiscal control and accountability for all CDBG Funds and property acquired or improved with CDBG Funds, and make sure the same are used solely for the Services. b) Keep a continuing record of all disbursements by date, check number, amount, vendor, description of items purchased, and line item from which the money was expended, as reflected in Subrecipient's accounting records. c) Maintain payroll, financial, and expense reimbursement records for a period of four (4) years after receipt of final payment under this Agreement. 2671/03t858-000I 7612328.t 00/29/t4 -12- d) Permit inspection and audit of its records with respect to all matters authorized by this Agreement by representatives of Grantee or HUD at any time during normal business hours and as often as necessary. e) Inform Grantee concerning any City Grant funds allocated to Subrecipient, that Subrecipient anticipates will not be expended during the term of this Agreement, and permit the reassignment of the same by Grantee to other subrecipients. f) Repay Grantee any funds in its possession at the time of the termination or expiration of this Agreement that may be due to Grantee or HUD. g) Maintain complete records concerning the receipt and use of all program income. Program income shall be reported on a monthly basis on forms provided by Grantee. 4. Progress Reports Subrecipient shall submit regular progress reports to Grantee in the form, content, and frequency as required by Grantee. Progress reports must be submitted at a minimum on quarterly basis. Reporting periods are defined in the following table: Quarter Reporting Period Due Date 1 July-September October 20 2 October-December January 20 3 January-March April 20 4 March-June July 20 Along with the quarterly progress reports, Subrecipient shall provide Grantee with twenty-five percent (25%) sampling of self-certification forms and ten percent (10%) sampling of income verification for clients served that quarter. Subrecipient shall be responsible for retaining one hundred percent (100%) certification and/or income certification forms for a minimum of four (4) years along with other Program records. Additionally, an annual comprehensive report including inventory of all Services provided or performed with CDBG Funds, and financial report shall be submitted at the end of the program year. The annual report shall be submitted no later than August 1 st. D. Procurement. 1. Compliance Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All Program assets 2671/031858-0001 7612328.1.10/29/14 -13- (including, unexpended program income, property, and equipment) shall revert to Grantee upon termination or expiration of this Agreement. 2. OMB Standards Unless specified otherwise within this Agreement, Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 C.F.R. §§ 84.40 — 84.48. 3. Travel Subrecipient shall obtain written approval from Grantee for any travel outside the metropolitan area with City Grant funds provided under this Agreement. E. Use and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 C.F.R. Part 84 and 24 C.F.R. §§ 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. Subrecipient shall transfer to Grantee any CDBG Funds on hand and any accounts receivable attributable to the use of CDBG Funds under this Agreement at the time of expiration, cancellation, or termination. 2. In all cases in which equipment acquired, in whole or in part, with CDBG Funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by Subrecipient for Services under this Agreement shall be (a) transferred to Grantee for the CDBG program or (b) retained after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG Funds used to acquire the equipment. IX. REPRESENTATIONS AND WARRANTIES OF SUBRECIPIENT. Subrecipient makes the following representations and warranties as of the date of this Agreement and agrees that such representations and warranties shall survive and continue thereafter: A. Authorization and Validation. The execution, delivery and performance by Subrecipient of this Agreement(i) are within the powers of Subrecipient and upon its execution will constitute a legal, valid and binding obligation of Subrecipient enforceable in accordance with its terms, and (ii) will not violate any provisions of law, any order of any court or other agency of government, or any indenture, agreement or any other instrument to which Subrecipient is a party or by which Subrecipient , or any of its property, is bound, or be in conflict with, result in any breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or 2671/031858-0001. 7612328.1 a10/29/14 -14- result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets, except as contemplated by the provisions of this Agreement. B. Correct Information. All reports, papers, data and information given to Grantee with respect to Subrecipient and this Agreement, including the Program are accurate and correct in all material respects and complete insofar as completeness may be necessary to give Grantee a true and accurate knowledge of the subject matters thereof, and there has been no change in such information. C. Defaults. Subrecipient is not a party to any agreement or instrument that will interfere with its performance under this Agreement, and is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party. D. Pending Litigation. There is not now pending or threatened against or affecting Subrecipient any claim, investigation, action, suit or proceeding at law, or in equity, or before any court or administrative agency which, if adversely determined, would impair or affect Subrecipient's ability to perform the Services. E. Compliance. Subrecipient has examined and is familiar with all conditions, restrictions, reservations, and ordinances affecting the performance of the Services. The Services will in all material respects conform to and comply with all of the requirements of said conditions, restrictions, reservations, and ordinances and performance of the Services shall conform in all respects with applicable ordinances and statutes, and shall be in accordance with all requirements of the regulatory authorities having jurisdiction thereof. X. SEVERABILITY. If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XI. SECTION HEADINGS AND SUBHEADINGS. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 2671/031858-0001 7612328.1 a10/291W -15- XIL WAIVER. Grantee's failure to act with respect to a breach by Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIII. NONLIABILITY OF OFFICIALS AND EMPLOYEES. No member, official, employee, or contractor of Grantee shall be personally liable to Subrecipient in the event of any default or breach by Grantee or for any amount which may become due to Subrecipient or on any obligations under this Agreement. No member, official, employee, or contractor of Subrecipient shall be personally liable to Grantee in the event of any default or breach by Subrecipient or for any amount which may become due to Grantee or on any obligations under this Agreement. XIV. APPLICABLE LAW: VENUE. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. All legal actions must be instituted and maintained in the Superior Court of the County of Riverside, State of California, or in any other appropriate court in that County. XV. EXECUTION IN COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. XVI. NO CONFLICT OF INTEREST. For the term of this Agreement, no member, officer, or employee of Grantee, during the term of his or her service with Grantee, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. In addition, Subrecipient agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with Grantee's Filing Officer if such filing is required under state law in connection with the performance of the Services. XVIL THIRD PARTY BENEFICIARIES. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. XVIII.ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Grantee and Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between Grantee and Subrecipient with respect to this Agreement. 2671/031858-0001 7612328.1 a10/29/14 -16- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OF MENIFEE, ASSISTANCE LEAGUE OF TEMECULA A CALIFORNIA MUNICIPAL VALLEY CORPORATION ("City") ("Subrecipient") By: ' By: Ji� Robert Johnson, City Manger Sue Sampson,President Date: By: E ectra Demos, Grants Chair Date: ' )-C1/ ATTEST: By: Kathy Bennett, City Clerk COUNTERSIGNED: By: Bruce Foltz,Finance O icer APPRO, �S T RM: By: J f ey e ching, City tjy 267V031858-0001 7612328.1 a1029/14 -17- EXHIBIT A SUMMARY OF LEGAL REQUIREMENTS In addition to the requirements set forth in other provisions of the Agreement, Subrecipient shall comply, and shall cause all Subrecipient personnel to comply, with the following regulations and requirements insofar as they are applicable to the performance of the Agreement.1 1. Equal Opportunity and Nondiscrimination. a. Title VI of the Civil Rights Act of 1964, as amended, including Public Law 88-352 implemented in 24 C.F.R. Part 1. This law provides in part that no person shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. In regard to the sale or lease of property, Subrecipient shall cause or require a covenant running with the land to be inserted in the deed and leases prohibiting discrimination under this Title, and providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Subrecipient shall enforce such covenant and shall not itself so discriminate. b. Fair Housing Act, Title V1II of the Civil Rights Act of 1968, as amended, including Public Law 90-234. The Fair Housing Act provides in part that there shall be no discrimination in housing practices on the basis of race, color, religion, sex, and national origin. The Fair Housing Act was amended in 1988 to provide protections from discrimination in any aspect of the sale or rental of housing for families with children and persons with disabilities. The Fair Housing Act also establishes requirements for the design and construction of new rental or for-sale multi-family housing to ensure a minimum level of accessibility for persons with disabilities. C. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq., 42 U.S.C. 6101 et seq., and 29 U.S.C. 794. This law provides in part that no person on the grounds of race, color, national origin, sex, or religion shall be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with funds under this Title. d. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq. This law provides in part that any 1 This exhibit is a list and summary of some of the applicable legal requirements and is not a complete 'list of all Subrecipient requirements. The description set forth next to a statute or regulation is a summary of certain provisions in the statute or regulation and is in no way intended to be a complete description or summary of the statute or regulation. In the event of any conflict between this summary and the requirements imposed by applicable laws, regulations, and requirements,the applicable laws, regulations, and requirements shall apply. EXHIBIT A 2671/031858-0001 7612328.1 a10/29/14 PAGE I of 13 grant under Section 106 shall be made only if the grantee certifies to the satisfaction of the Secretary of HUD that the grantee will, among other things, affirmatively further fair housing. e. Executive Order 11246, as amended. This order includes a requirement that grantees and subrecipients and their contractors and subcontractors not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. f. Executive Order 11063, as amended, including 24 C.F.R. Part 107. This order and its implementing regulations include requirements that all actions necessary be taken to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental, or other disposition of property assisted with Federal loans, advances, grants, or contributions. g. Section 504 of the Rehabilitation Act of 1973, as amended. This Act specifies in part that no otherwise qualified individual shall solely by reason of his or her disability or handicap be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance. Subrecipient must ensure that its programs are accessible to and usable by persons with disabilities. h. The Americans with Disabilities Act (ADA) of 1990, as amended. This Act prohibits discrimination on the basis of disability in employment by state and local governments and in places of public accommodation and commercial facilities. The ADA also requires that facilities that are newly constructed or altered, by, on behalf of, or for use of a public entity, be designed and constructed in a manner that makes the facility readily accessible to and usable by persons with disabilities. The Act defines the range of conditions that qualify as disabilities and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. i. The Age Discrimination Act of 1975, as amended. This law provides in part that no person shall be excluded from participation in, be denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving federal assistance. j. EEO/AA Statement. Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. k. Minority/Women Business Enterprise. Subrecipient will use its best efforts to afford small businesses and minority and women-owned business enterprises the maximum practicable opportunity to participate in the performance of the Agreement. As used in the Agreement, the term "small business" means a business that meets the criteria set forth in Section 3(a) of the Small Business Act;as amended (15 U.S.C. 632), and "minority and women- owned business enterprise" means a business at least fifty-one percent (51°/u) owned and controlled by minority group members or women. For the purpose of this definition, "minority EXHIBIT A 2671/031858-0001 7612328.1.10/29/14 Page 2 of 13 group members" are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 2. Environmental a. Air and Water. Subrecipient shall comply with the following regulations insofar as they apply to the performance of the Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; and the U.S. Environmental Protection regulations pursuant to 40 C.F.R. Part 50, as amended. b. Flood Disaster Protection Act of 1973. Subrecipient shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained. C. Lead-Based Paint. Subrecipient shall comply with the Lead-Based Paint Regulations referenced in 24 C.F.R. § 570.608, including 24 C.F.R. Part 35,et al. d. Historic Preservation. Subrecipient shall comply with the historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 C.F.R. Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties and related laws and Executive Orders, insofar as they apply to the performance of the Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a federal, state, or local historic property list. C. Limitation on Activities Pending Clearance. In accordance with 24 C.F.R. § 58.22 entitled "Limitations on activities pending clearance, "neither a recipient nor any participant in the development process, including public or private nonprofit or for-profit entities, or any of their contractors, may commit HUD assistance under a program listed in 24 C.F.R. § 58.1(b) on an activity or project until HUD or the state has approved the recipient's Request for Release of Funds (RROF) and the related certifications have been approved. Neither a recipient nor any participant in the development process may commit non-HUD funds or undertake an activity or project that would have an adverse environmental impact or limit the choice of reasonable alternatives. Upon completion of environmental review or receipt of environmental clearance, Grantee shall notify Subrecipient. HUD funds shall not be utilized before this requirement is satisfied. The environmental review or violation of the provisions may result in approval, modification of cancellation of the City Grant. If a project or activity is exempt under 24 C.F.R. § 58.34, or is categorically excluded (except in extraordinary circumstances) under 24 C.F.R. § 58.35(b), no RROF is required and the recipient may undertake the activity immediately after the Grantee has documented its determination that each activity or project is exempt and EXHIBIT A 2671/031858-0001 7612328.1 e10/29/14 Page 3 of 13 meets the conditions specified for such exemption under this section by issuing a Notice to Proceed. 3. Uniform Administrative Requirements. The uniform administrative requirements described in 24 C.F.R. § 570.502. 4. Other Program Requirements. Subrecipient shall carry out each activity under the Agreement in accordance with all applicable federal laws and regulations described in Subpart K of 24 C.F.R. § 570 except for Grantee's environmental responsibilities under 24 C.F.R. § 570.604 and Grantee's responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 5. Reversion of Assets. Upon the expiration of the Funding Period or sooner termination of the Agreement, Subrecipient shall transfer to Grantee (a) any and all CDBG Funds, (b) any accounts receivable attributable to the use of CDBG Funds. In all cases in which equipment acquired, in whole or in part, with funds under the Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under the Agreement were used to acquire the equipment). Equipment not needed by Subrecipient for activities under the Agreement shall at the election of Grantee either be (a)transferred to Grantee for the CDBG program, or (b) retained by Subrecipient after compensating Grantee an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment. 6. Relocation. Grantee shall not be responsible for relocating any occupants from any property. If required, Subrecipient shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations, including the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,. 42 U.S.C. § 4601 et seq., as amended, and implementing regulations, and HUD Handbook 1378. Subrecipient shall indemnify, defend, and hold Grantee harmless from and against any claims, liabilities, damages, or losses made against it by tenants or occupants of any property, including without limitation claims for relocation assistance, inverse condemnation, and claims otherwise arising from any act or omission of Subrecipient pursuant to the provision of relocation assistance. 7. Allowable Costs and Audits. Subrecipient shall comply with and administer the Program in accordance with OMB Circular No. A-122 "Cost Principles for Non Profit Organizations" or OMB Circular No. A-21 "Cost Principles for Educational Institutions", as applicable. If Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 C.F.R. Part 85, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," and OMB Circular A-87 shall apply. Subrecipient shall have an annual audit conducted in accordance with OMB Circular No. A-133, "Audits of States, Local Governments, and Non-Profit Organizations." 8. Records and Reports. Subrecipient shall provide to Grantee and shall cause each of its contractors, subcontractors and subrecipients to provide to Grantee all records and reports relating to the Program that may be reasonably requested by Grantee in order to enable it zenrosisss-000i EXHIBIT A 7612328.1"10r29n4 Page 4 of 13 to perform its record keeping and reporting obligations pursuant to the CDBG Requirements, including but not limited to those described in the Agreement and 24 C.F.R. § 570.506. 9. Religious Organizations. If Subrecipient is a religious organization as defined by the CDBG Requirements, Subrecipient shall comply with all conditions prescribed by HUD for the use of CDBG Funds by religious organizations, including the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. § 570.2000). 10. Conflict of Interest. Subrecipient will comply with 24 C.F.R. §§ 84.42, 85.36 and 570.611 regarding the avoidance of conflict of interest,which provisions include (but are not limited to)the following: i. Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. ii. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent,would be involved. iii. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee,the Subrecipient, or any designated public agency. 11. Political Activity (24 C.F.R. §570.207(a)(3)). Subrecipient is prohibited from using CDBG Funds to finance the use of facilities or equipment for political purposes or to engage in other partisan political activities, such as sponsoring candidate forums, distributing brochures,voter transportation, or voter registration. 12. Anti-Lobbying Certification. By its execution of the Agreement, Subrecipient hereby certifies that: i. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 267uasissa-oom EXHIBIT A 7612328.1 a10@9/14 Page 5 of 13 ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. iii. It will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. At the request of Grantee, Subrecipient shall execute a separate document that contains the certifications set forth above. 13. Drug-Free Workplace Requirements. Subrecipient shall comply with and be subject to the requirements of the federal drug-free workplace requirements, which include the following actions be taken: i. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition. ii. Establishing an ongoing drug-free awareness program to inform employees about: (a) the dangers of drug abuse in the work place; (b) the grantee's policy of maintaining a drug-free workplace; (c) any available drug counseling, rehabilitation, and employee assistance programs; and (d) the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. iii. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (i). iv. Notifying the employee in the statement required by paragraph (i) that, as a condition of employment under the grant, the employee will: (a) abide by the terms of the statement; and (b) notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction. V. Notifying the agency in writing, within ten (10) calendar days after receiving notice under sub-paragraph (iv)(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central s6wostass-oom EXHIBIT A 26i2328.t aioizvnn Page 6 of 13 point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant. vi. Taking one of the following actions, within thirty (30) calendar days of receiving notice under subparagraph (iv)(b), with respect to any employee who is so convicted: (a) taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (b) requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency. vii. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (i), (ii), (iii), (iv), (v), and(vi). 14. Procurement. Subrecipient will comply with the procurement standards under 24 C.F.R. § 85.36 for governmental subrecipients and 24 C.F.R. §§ 84.40-84.48 for subrecipients that are non-profit organizations. Subrecipient shall comply with all existing and future Grantee policies concerning the purchase of equipment. 15. Labor Provisions. a. Section 3 of the Housing and Community Development Act of 1968. Subrecipient shall comply with and cause its contractors and subcontractors to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u), the HUD regulations issued pursuant thereto at 24 C.F.R. Part 135, and any applicable rules and orders of HUD issued thereunder. The Section 3 clause, set forth in 24 C.F.R. § 135.38 provides: i. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 170lu ("Section 3"). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by Section 3, shall,to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. ii. The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. iii. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The EXHIBIT A 2671/031858-0001 7612328J.10/29/14 Page 7 of 13 notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s)taking applications for each of the positions; and the anticipated date the work shall begin. iv. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. V. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135. vi. Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. Subrecipient shall abide by the Section 3 clause set forth above and will also cause this Section 3 clause to be inserted in all contracts relating to the Program. b. Labor Standards. Subrecipient shall comply with the provisions of 24 C.F.R. § 570.603 and related requirements. Subrecipient shall include in all applicable construction contracts the provisions of federal law imposing labor standards on federally assisted contracts. Subrecipient shall comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended (40 U.S.C. 3141 through 31.48), the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq. and implementing regulations), the Copeland Anti-Kick Back Act (40 U.S.C. 276c and 18 U.S.C. 874 et seq.), the implementing regulations of the U.S. Department of Labor including 29 C.P.R. Parts 1, 3, 5, 6 and 7, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of the Agreement. Subrecipient shall maintain documentation that demonstrates compliance with these provisions and such documentation shall be made available to Grantee and HUD for review upon request. Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations,provisions meeting the requirements of this paragraph. C. HUD Form 4010. Subrecipient shall comply and cause Subrecipient Personnel to comply with the provisions of HUD Form 4010 attached hereto. HUD Form 4010 must be included in the bid packet and construction contract and subcontracts for the Program. EXHIBIT A 2671/031958-0001 7612328.1 al0/29/14 Page 8 of 13 Federal Labor Standards Provisions U.S.Department of Housing and Urban Development Office of Labor Relations Applicability (1) The work to be performed by the classification The Project or Program to which the construction work requested is not performed by a classification in the wage covered by this contract pertains is Using assisted by the determination; and United States of America and the following Federal Labor (2) The classification is utilized in the area by the Standards Provisions are included In this Contract construction industry; and Pursuant to the provisions applicable to such Federal (3) The proposed wage rate, Including any bona fide assistance. fringe benefits, bears a reasonable relationship to the A. 1. (1) Minimum Wages. All laborers and mechanics wage rates contained in the wage determination. employed or working upon the site of the work, will be paid (b) If the contractor and the laborers and mechanics to he unconditionally and not less often than once a week, and employed in the classification (if known), or their without subsequent deduction or rebate on any account representatives, and HUD or its designee agree on the (except such payroll deductions as are permitted by classification and wage rate (including the amount regulations issued by the Secretary of Labor under the designated for fringe benefits where appropriate), a report Copeland Act (29 CFR Part 3), the full amount of wages of the action taken shall be sent by HUD or its designee to and bona fide fringe benefits(or cash equivalents thereof) the Administrator of the Wage and Hour Division, due at time of payment computed at rates not less than Employment Standards Administration, U.S. Department of those contained in the wage determination of the Labor, Washington, D.C. 20210. The Administrator,. or an Secretary of Labor which is attached hereto and made a authorized representative, will approve, modify, or part hereof, regardless of any contractual relationship disapprove every additional classification action within 30 which may be alleged to exist between the contractor and days of receipt and so advise HUD or its designee or will such laborers and mechanics. Contributions made or notify HUD or its designee within the 30-day period that costs reasonably anticipated for bona fide fringe benefits additional time Is necessary. (Approved by the Office of under Section I(b)(2) of the Davis-Bacon Act on behalf of Management and Budget under OMB control number 1215- laborers or mechanics are considered wages paid to such 0140.) laborers or mechanics,subject to the provisions of 29 CFR 5 5 a)(1)(tv); also, regular contributions made or costs (c) In the event the contractor, the laborers or mechanics Incurred for more than a weekly period (hut not less often to be employed in the classification or their than quarterly) under plans, funds, or programs, which representatives, and HUD or its designee do not agree on cover the particular weekly period, are deemed to be the proposed classification and wage rate (including the constructively made or incurred during such weekly period- amount designated for fringe benefits, where appropriate), HUD or its designee shall refer the questions, including Such laborers and mechanics shall be paid the appropriate the views of all interested parties and the recommendation wage rate and fringe benefits on the wage determination of HUD or its designee, to the Administrator for for the classification of work actually performed, without determination. The Administrator, or an authorized regard to skill, except as provided in 29 CFR 5.5(a)(4). representative, will issue a determination within 30 days of Laborers or mechanics performing work in more than one receipt and so advise HUD or its designee or will notify classification may be compensated at the rate specified for HUD or Its designee within. the 30-day period that each classification for the time actually worked therein: additional time is necessary. (Approved by the Office of Provided, That the employer's payroll records accurately Management and Budget under DMB Control Number set forth the time spent in each classification In which. 1215-0140.) work is performed. The wage determination(including any (d) The wage rate (including fringe benefits where additional classification and wage rates conformed under appropriate} determined pursuant fa subparagraphs 29 CFR 55m)(1)(u) and the Davis-Bacon poster MNH- appropriate) or (c} to this paragraph, shalt be paid to all subco shall be posted ate times by the contractor and its workers performing work in the classification under this accessible,subcontractors at the site of the work a a prominent and accessible, place where it can be easily scan by the contract from the first day on which work is performed In workers. the classification. (it). (a) Any class of laborers or mechanics which is not (Hi) Whenever the minimum wage rate prescribed in the listed in the wage determination and which is to be contract for a class of laborers or mechanics includes a employed under the contract shall be classified in fringe benefit which is not expressed as an hourly rate,the conformance with the wage determination. HUD shall contractor shall either Ray the benefit as stated In the approve an additional classification and wage rate and wage determination or shall pay another bona fide fringe fringe benefits therefor only when the following criteria benefit or an hourly cash equivalent thereof. have been met: (Iv) It the contractor does not make payments to a trustee or other third person, the contractor may consider as part form HUD-4010(06/ 009) Previous serious are obsolete Page 1 of 5. ref.Handbook 1344.1 2671/031858-0001 EXHIBIT A 7612328.1 alo/29/14 Page 9 of 13 of the wages of any laborer or mechanic the amount of any communicated in writing to the laborers or mechanics costs reasonably anticipated in providing bona fide frings affected, and records which show the costs anticipated or benefits under a plan or program., Provided, That the the actual cost incurred in providing such benefits.. Secretary of Labor has found, upon the written request of Contractors employing apprentices or trainees under the contractor, that the applicable standards of the Davis- approved programs shall maintain written evidence of the Bacon Act have been met. The Secretary of Labor may registration of apprenticeship programs and certification of require the contractor to set aside In a separate account trainee programs, the registration of the apprentices and assets for the meeting of Obligations under the plan or trainees, and the ratios and wage rates prescribed in the Program. (Approved by the Office of Management and applicable programs. (Approved by the Office of Budget under OMB Control Number 1215-9140.) Management and Budget under OMB Control Numbers 2. Withholding. HUD or its designee shall upon its own 1215-0140 and 1215-0017.) action or upon written request of an authorized (if) (a) The contractor shall submit weekly for each week representative of the Department of Labor withhold or in which any contract work Is performed a copy of all cause to be withheld from the contractor under this payrolls to HUD or its designee If the agency is a party to contract or any other Federal contract with the same prime the contract, but if the agency is not such a party, the contractor, or any other Federally-assisted contract contractor will submit the payrolls to the applicant subject to Davis-Bacon prevailing wage requirements, sponsor,or owner, as the case may be, for transmission to which is held by the same prime contractor so much of the HUD or its designee. The payrolls submitted shall set out accrued payments or advances as may be considered accurately and completely all of the information required necessary to pay laborers and mechanics, including to be maintained under 29 CFR 5.5fa)(3)p)except that full apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be contractor or any subcontractor the full amount of wages included on weekly transmittals. Instead the payrolls shall required by the contract. In the event of failure to pay any only need to include an Individually identifying number for laborer or mechanic, including any apprentice, trainee or each employee(e.g.„the last four digits of the employee's helper,employed or working on the site of the work, all or social security number). The required weekly payroll part of the wages required by the contract, HUD or its information may be submitted In any form desired. designee may, after written notice to the contractor, Optional Form WH-347 is available far this purpose from sponsor, applicant, or owner, take such action as may be the Wage and Hour Division Web site at necessary to cause the suspension of any further Pilo:!/www.dal.00v/osaAvhdlformshvh347ortafr him or its payment, advance, or guarantee of funds until such successor site. The prime contractor is responsible for violations have ceased. HUD or its designee may, after the submission of copies of payrolls by all subcontractors. written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full withheld for and on account of the contractor or social security number and current address of each subcontractor to the respective employees to whom they covered worker, and shall provide them upon request to are due_ The Comptroller General shall make such HUD or its designee If the agency Is a party to the disbursements in the case of direct.Davis-Bacon Act contract, but if the agency is not such a. party, the coniracts. contractor will submit the payrolls to the applicant 3. (1) Payrolls and basic records. PayroflS and basic sponsor,or owner,.as the case may be, for transmission to records relating thereto shall be maintained by the HUD or its designee,the contractor,or the Wage and Hour contractor during the course of the work preserved for a Division of the Department of Labor for purposes of an period of three years thereafter for all laborers and investigation or audit of compliance with prevailing wage mecimanfcs working at the site of the work, Such records requirements. It Is not a violation of this subparagraph for shall contain the name, address, and social security a.. prime contractor to require a subcontractor to provide number of each Sven wort er, his or her correct addresses and social security numbers to the prime classification, hourly rates of wages paid (Including rates contractor for Its own records, without weekly submission of contributions or costs anticipated for Ilona fide fringe to HUD or its designee. (Approved by the Office of benefits or cash equivalents thereof of the types described Management. and Budget winder OMB Control Number in Section I(b)(2)(B) of the Davis-bacon Act), daily and 1215-0149.) weekly number of hours worked, deductions made and (b) Each payroll submitted shall be accompanied by a actual wages paid. Whenever the Secretary of labor has "Statement of Compliance," signed by the contractor or found under 29 CFR 5-5 (a)(1)tiv) that the wages of any subcontractor or his or her agent who pays or supervises laborer or mechanic include the amount of any costs the payment of the persons employed under the contract reasonably anticipated in providing benefits under a plan and shalt certify the following' or program described in Section l(bj(2)(B) of the Davis- (1) That the payroll for the payroll period contains the Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 55 show that the commitment to provide such benefits Is (a)(3)(ii), the appropriate information is being maintained enforceable, that the plan or program is financially under 29 CFR 5.5(a)(3)(i), and that such information is responsible, and that the plan or program has been Correct and Complete; Previous editions are obsolete form HUD401 ( 2 9) Page 2 of 5 rot Handbook 1344.1 EXIIIBIT A 2671/031858-0001 7612328.1,10/29/t4 Page 10 of 13 (2) That each laborer or mechanic(including each helper, Is not registered or otherwise employed as stated above, apprentice, and trainee) employed on the contract during shall be paid not less than the applicable wage rate on the the payroll period has been paid the full weekly wages wage determination for the classification of work actually earned, without rebate, either directly or indirectly, and performed. In addition, any apprentice perforating work on that no deductions have been made either directly or the job site In excess of the ratio permitted under the indirectly from the full wages earned, other than registered program shall be paid not less than the permissible deductions as set forth in 29 CFR Part 3; applicable wage rate on the wage determination for the (3) That each laborer or mechanic has been paid not less work actually performed. Where a contractor is performing than the applicable wage rates and fringe benefits or cash construction on a project in a locality other than that in equivalents for the classification of work performed, as which its program is registered, the ratios and wage rates specified in the applicable wage determination (expressed in percentages of the journeyman's hourly incorporated into the contract, rate) specified in the contractor's or subcontractor's (a) The weekly submission of a properly executed registered program shall he observed. Every apprentice certification set forth on the reverse side of Optional Form must Ile paid at not less than the rate specified in the WH-347 shall satisfy the requirement for submission of the registered program for the apprentce's level of progress, 'Statement of Compliance" required by subparagraph expressed as a percentage of the journeymen hourly rate A 3 tii)(b) specified in the applicable wage determination. Apprentices shad be paid fringe benefits in accordance (d) The falsification of any of the above certifications may with the provisions of the apprenticeship program. If the subject the contractor or subcontractor to civil or criminal apprenticeship program does not specify fringe benefits, prosecution under Section 1001 of Title 18 and Section apprentices must be paid the full amount of fringe benefits 231 of Title 31 of the United States Code. listed on the wage determination for the applicable (fit) The contractor or subcontractor shall make the classification. It the Administrator determines that a records required under subparagraph A.3.(i) available for different practice prevails for the applicable apprentice inspection, copying, or transcription by - authorized classification,fringes shall be paid in accordance with that representatives of HUD or its designee or the Department determination. In the event the Office of Apprenticeship of Labor, and shalt permit such representatives to Training, Employer and Labor Services, or a State interview employees during working hours on the job. If Apprenticeship Agency recognized by the Office, the contractor or subcontractor fails to submit the required withdraws approval of an apprenticeship program, the records, or to make them available, HUD or its designee contractor will no longer be permitted to utilize may, after written notice to the contractor, sponsor, apprentices at less than the applicable predetermined rate applicant or owner, take such action as may be necessary for the work performed until an acceptable program is to cause the suspension of any further payment, advance, approved. or guarantee of funds. Furthermore, failure to submit the (if) Trainees. Except as provided in 29 CFR SA6, required records upon request or to make such records trainees will not be permitted to work at less than the available may be grounds for debarment action pursuant to predetermined rate for the work, performed unless they are 20 CFR 5.12. employed pursuant ',to and individually registered in a 4. Apprentices and Trainees. program which has received prior approval, evidenced by (I) Apprentices. Apprentices will be permitted to work at formal certification by the U.S. Department of Labor, less than the predetermined rate for the work they Employment and Training Administration. The ratio of performed when they are employed pursuant to and trainees to journeymen on the job site shall not be greater individually registered In a. bona fide apprenticeship than permitted under the also approved by the program registered with the U.S. Department of Labor, Employment and Training Administration. Every trainee Employment and Training Administration, Office of must be paid at not less than the rate specified in the Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress, with a State Apprenticeship Agency recognized by the expressed as a percentage of the journeyman hourly rate Office„ or if a person is employed in his or her first 90 specified in the applicable wage determination. Trainees days of probationary employment as an apprentice in such shall be paid fringe benefits in accordance with the an apprenticeship program, who is not individually provisions of the trainee program. If the trainee program registered in the program, but who has been certified ny does not mention fringe benefits, trainees shall be paid the Office of Apprenticeship Training, Employer and Labor the full amount of fringe benefits listed on the wage Services or a State Apprenticeship Agency (where determination unless the Administrator of the Wage and appropriate)to be eligible for probationary employment as Hour Division determines that there is an apprenticeship an apprentice. The allowable ratio of apprentices to .program associated with the corresponding journeyman journeymen on the Iola site in any craft classification shall wage rate on the wage determination which provides for not be greater than the ratio permitted to the contractor as less than full fringe benefits for apprentices. Any to the entire work force under the registered program. Any employee listed on the payroll at a trainee rate who is not worker listed on a payroll at an apprentice wage rate,who registered and participating in a training plan approved by Previous editions are obsolete formH D gig( 12004) Page 3 of 5 ref.Handbook 1'44.1 EXHIBIT A 26711031858-0001 7612328.1 si0/29/14 Page 11 of 13 the Employment and Training Administration shall be paid awarded HUD contracts or participate tl1 HUD programs act less than the applicable wage rate on the wage pursuant to 24 CFR Part 24. determination for the work actually performed.. In adtlition, (if) No part of this contract shall Ise subcontracted to any any trainee performing work on the job site in excess of person or firm ineligible for award of a Government the ratio permitted under the registered program shall be contract by virtue of Section 3(a) of the Davis-Bacon Act paid not less than the applicable wage rate on the wage or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or determination for the work actually performed. In the participate in HUD programs pursuant to 24 CFR Part 24. event the Employment and Training Administration withdraws approval of a training program, the contractor (if)) The penalty for making false statements is prescribed will no longer be permitted to utilize trainees at less than in the U.S. Criminal Code, 18 U.S.C. 1001. Additionally, the applicable predetermined rate for the work performed U.S. Criminal Code, Section 1 01 0, Title 18, U.S.C., until an acceptable program Is approved "Federal Housing Administration transactions", provides in part: "Whoever, for the purpose of . . - influencing in any (fit) Equal employment opportunity. The utilization of way the action of such Administration._... makes, utters or apprentices,trainees and journeymen under 29 CFR Part 5 publishes any statement knowing the same to be false..... shall be in conformity with the equal employment shall be fined not more than $5,000 or imprisoned not opportunity requirements of Executive Order 11246, as more than two years,or bath-' amended,and 29 CFR Part 30. if. Complaints, Proceedings, or Testimony by S. Compliance with Copeland Act requirements. The Employees. No laborer or mechanic to whom the wage, contractor shall comply with the requirements of 29 CFR salary,or other labor standards provisions of this Contract Part 3 which are Incorporated by reference in this contract are applicable shall be discharged or in any other manner B. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any insert in any subcontracts the clauses contained in subcontractor because such employee has flied any subparagraphs 1 through 11 in this paragraph A and such complaint or instituted or caused to he instituted any other clauses. as HUD or its designee may by appropriate proceeding or has testified or Is about to testify In any instructions require, and a copy of the applicable proceeding under or relating to the labor standards prevailing wage decision, and also a clause requiring the applicable under this Contract to his emprOyer. subcontractors to include these clauses in any lower tier B. Contract Work Hours and Safety Standards Act The subcontracts. The prime contractor shall be responsible provisions of this paragraph B are applicable where the amount of the for the compliance by any subcontractor or lower tier prime contract exceeds 5100,000. As used'. in this paragraph, the subcontractor with all the contract clauses to this terns lahorereand"mechanics"Include watchmen and guards. paragraph. 7. Contract termination; debarment. A breach of the (1) Overtime iequfrements. No contractor or subcontractor contracting.for any part of the contract work.which may require or contract clauses in 29 CFR 5.5 may be grounds for idwaive the employment of laborers or mechanics shall requim or termination of the contract and for debarment as a permit any such laborer or mechanic In any workweek in which the contractor and a subcontractor as provided in 29 CFR individual is employed on such work to work in excess of 4O hours In 5.12. such workweek unless such laborer or mechanic recervee 8. Compliance with Davis-Bacon and Related Act Requirements. compensation at a rate not less than one and One-half times the leer, All rulings and interpretations of the Davis-Bacon and rate of pay for all hours worked in excess of 40 hours In such Related Acts contained in 29 CFR Parts 1, 3, and 5 are workweek. herein Incorporated by reference In this contract (2) Violation; liability for unpaid wages; liquidated 9. Disputes concerning labor standards, Disputes damages. In the event of any violation of the clause set arising out of the labor standards provisions of this forth in subparagraph(i)of this paragraph, the contractor contract shall not be subject to the general disputes and any subcontractor responsible therefor she[[ be liable clause of this contract. Such disputes shall be resolved in for the unpaid wages_ In addition, such contractor and accordance with the procedures of the Department of subcontractor shall be liable to the United States (in the Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes case of work done under contract for the District of within the meaning of this clause include disputes between Columbia or a territory, to such District'. Of to such the contractor (or any of its subcontractors) and HUD or terntory), for liquidated damages. Such liquidated its designee, the U.S. Department of Labor„ or the damages shall lac computed with respect to each individual employees or their representatives- laborer or mechanic, Including watchmen and guards, tie. (1) Certification of Eligibility. By entering into this employed in violation of the clause set forth In contract the contractor certifies that neither it (nor he or subparagraph (1) of this paragraph, Inthe sumof$10 for each she) nor any person or firm who has an interest in the calendar day on which such individual was required or permitted to contractor's trim is a person or firm ineligible to be work III excess of the standard workweek of 4O hours without payment awarded Government contracts by virtue of Section 3(a)of of the overtime wages required by the clause set forth in sub the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be paragraph(1)of this paragraph_ Previous editions are obsolete toms A010(0612009) Page 4 of 5 ref-Handhook 1344.1 PXHLBIT A 2671/03I85840001 7612328.1.10/29/14 Page 12 of 13 (3) Withholding for unpaid wages and liquidated damages. HUD or Its designee shall upon Its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contract, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act which is held by the same prime contractor such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set.forth in subparagraph(2)of this paragraph. (4) Subcontracts. The contractor of subcontractor shall insert in any subcontracts the clauses set forth In subparagraph (1)through (4)of this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall he responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs Ill through (4) of this paragraph. C. Health and Safety. The provisions ofthis paragraph C are applicable where the amount Of the Prime contract exceeds SSg0,000. (1) No laborer or mechanic shall. be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his health and safety as determined under construction safety and health. standards promulgated by the Socretary of Labor by regulation.. (2) The Contractor shall comply with all regulations issued by the Secretary of Labor pursuant to Title 29 Part 1026 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hour&and Safety Standards Act, (Public Law 91-54, 83 Stat 96). 40 USC 3701 at sea. (3) The contractor shall include the provisions of this paragraph in every subcontract so that such provisions will be binding on each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and Urban Development or the Secretary of Labor shall direct as a means of enforcing such movisions. Previous at Mons are obsolete fonW HUD-4010(0612 9) Page 5 of 5 ref.Handbook 1344..1 EXHIBIT A 2671/031858-0001 7612328.1 atO/29/14 Page 13 of 13