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2021/09/13 Assistance League of Temecula Valley Public Services for the City of Menifee Community Development Block Grant Program (CDBG)* Please attached a second page for additional information to support this agreement. CITY OF MENIFEE Agreement/contract coversheet DATE: September 7, 2021 TO: Armando G. Villa, City Manager CC: Agreement Routed/Approved By City Attorney: 8/24/2021 (Via email, attached) FROM: Margarita Cornejo, Financial Services Manager Edna Lebron, Sr. Management Analyst SUBJECT: Subrecipient Agreement between the City of Menifee and: Assistance League of Temecula Valley, Boys & Girls Club, Hospice of the Valleys, Menifee Valley Cupboard and SAFE Family Justice Centers. IS THE AGREEMENT/CONTRACT WITHIN THE CITY MANAGER’S SIGNATURE AUTHORITY? Yes – Purchase of Commodities Under $50,000 Professional Services under $25,000 Change Order under $25,000 or less than 10% of original contract (supplies, equipment, services or construction contracts) Public Works Contract for $45,000 or less No – City Council authorized City Manager to sign (Council action attached)(CDBG Annual Action Plan approved May 5, 2021) Other: CDBG Subrecipient Agreement FY21/22 Department Date Initials Cheryl Kitzerow, Community Development Director Wendy Preece, Deputy Finance Director Rochelle Clayton, Assistant City Manager Jeffrey T. Melching, City Attorney Sarah A. Manwaring, City Clerk INSURANCE REQUIREMENTS CATEGORY APPLICABLE NOT APPLICABLE WAIVED EXPIRATION DATE General Liability See attached Automobile Liability See attached Worker’s Compensation See attached Professional Liability See attached Other: ________________ APPROVED/REVIEWED BY RISK MANAGEMENT (R. Cardenas, HR Deputy Director): DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 9/9/2021 9/9/2021 9/13/2021 9/14/2021 9/13/2021 9/14/2021 2 WHY IS THIS AGREEMENT/CONTRACT NEEDED? The City of Menifee elected to become a Community Development Block Grant (CDBG) entitlement jurisdiction beginning July 1, 2012. As a recipient of annual CDBG grant funds, the City assists with the enhancement and support of low to moderate income populations within the City of Menifee through delivery of various programs and activities by entering into agreements with non-profit organizations. WHAT IS THE TOTAL LENGTH OF THE AGREEMENT/CONTRACT? The term of the agreement(s) is July 1, 2021 through June 30, 2022. WHAT IS THE TOTAL DOLLAR AMOUNT OF THE AGREEMENT/CONTRACT? Subrecipient Total Agreement Amount ($) Assistance League of Temecula Valley $10,164.00 Boys & Girls Club $10,164.00 Hospice of the Valleys $10,164.00 Menifee Valley Cupbard $18,169.00 SAFE Family Justice Centers $10,164.00 HOW WAS THE VENDOR/CONSULTANT/CONTRACTOR DECIDED ON? The City of Menifee posted the 2021/22 Notice of Funding Availability (NOFA) on December 18, 2020. Menifee Citizens Advisory Committee (MCAC) reviewed the funding proposals received as a result of the NOFA and formulated their Public Services Programs recommendations. The organization was selected from MCAC recommendations. Supplies/Equipment/Maintenance/Construction Prior Contract/Expericence with the City $5,000 - $49,000 – Three Written Quotes Yes Over $50,000 – Competitive Bidding and Formal Proposals Public Works Projects Professional Services Under $45,000 – Purchase Order, Contract (Prudent Judgement) Under $25,000 – City Manager $45,000 - $174,999 – Informal Bidding Process Over $25,000 – City Council Approval Over $175,000 – Formal Bidding Required Other CDBG Surecipient Agreement WHERE ARE THE FUNDS COMING FROM? Funding is coming from the approved FY 2021/22 CDBG Program (Fund 481) funds WHAT GENERAL LEDGER ACCOUNT NUMBER SHOULD BE USED FOR THE PURCHASE ORDER? 481-2122-58044 (Public Services - $79,152.90) IS THERE SUFFICIENT BUDGET? WHAT IS THE AVAILABLE BUDGET? Yes, as of 9/7/21 Account #481-2122-58044 (Public Services) has a balance of $79,152.90, see attached Eden Report DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 3 ATTACHMENTS - CONTRACT 1 (Assistance League of Temecula Valley) o SAM.Gov Check* o Certificate of Insurance - CONTRACT 2 (Boys & Girls Club) o SAM.Gov Check* o Certificate of Insurance - CONTRACT 3 (Hospice of the Valleys) o SAM.Gov Check* o Certificate of Insurance - CONTRACT 4 (Menifee Valley Cupboard) o SAM.Gov Check* o Certificate of Insurance - CONTRACT 5 (SAFE Family Justice Centers) o SAM.Gov Check* o Certificate of Insurance - EMAIL TO CITY ATTORNEY FOR REVIEW/APPROVAL - EXPENDITURE STATUS REPORT (AVAILABILITY OF FUNDS) * SAM.GOV CHECK REGISTRATION/VERIFICATION (PLEASE NOTE THIS CONTRACT IS FUNDED WITH FEDERAL FUNDS AND WILL THEREFORE REQUIRES CONSULTANT BE REGISTERED AND IN GOOD STANDING PRIOR TO CONTRACT EXECUTION DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 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 DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered as of this 1st day of July 2021 by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and ASSISTANCE LEAGUE OF TEMECULA VALLEY, a California nonprofit corporation (“Subrecipient”). R E C I T A L S 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 the Southwest Riverside County, including residents of Grantee; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, 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 One-Hundred and Sixty-Four Dollars ($10,164.00) (“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: 12965474.1 a07/06/21 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -2- I.SCOPE OF SERVICE A.Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2021/2022 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 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 one-hundred and twenty (120) 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: 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B.National Objectives 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 At least One-Hundred and Twenty (120) 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#1 At least One-Hundred and Twenty (120) LMI persons DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -3- 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 (FY 2021): $77,500 Family Members Extremely Low- Income Limits (30% of Median) Very Low-Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $16,600 $1,383 $27,650 $2,304 $44,250 $3,688 2 $19,000 $1,583 $31,600 $2,633 $50,600 $4,217 3 $21,960 $1,830 $35,550 $2,963 $56,900 $4,742 4 $26,500 $2,208 $39,500 $3,292 $63,200 $5,267 5 $31,040 $2,587 $42,700 $3,558 $68,300 $5,692 6 $35,580 $2,965 $45,850 $3,821 $73,350 $6,113 7 $40,120 $3,343 $49,000 $4,083 $78,400 $6,533 8 $44,660 $3,722 $52,150 $4,346 $83,450 $6,954 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 performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -4- II.TIME OF PERFORMANCE The term of this Agreement is from July 1, 2021, through June 30, 2022. The term of this Agreement and the provisions herein shall be extended to cover any additional time 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: Eligible Project Expense Amount Salaries $0 Fringe $0 Office Space (Program only)$0 Utilities $0 Communications $0 Reproduction/Printing $0 Supplies and Materials $0 Mileage $0 Audit $0 Clothing for beneficiary children $10,164.00 TOTAL $10,164 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 One-Hundred and Sixty-Four Dollars ($10,164.00). 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. City Grant payments shall be made to: ASSISTANCE LEAGUE OF TEMECULA VALLEY 287820 Via Montezuma Temecula, Ca 92590 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -5- V.NOTICES Subrecipient shall notify Grantee of any of the following changes: x Loss of Non-Profit Status; or x 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 Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Denise Lanier, President Diana Elisondo, Secretary 287820 Via Montezuma Temecula,Ca 92590 Phone: 951-970-6034 VI.SPECIAL CONDITIONS None 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -6- 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 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -7- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -8- 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 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. VIII.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 the requirements of The Office of Management and Budget (OMB)” Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -9- from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. 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 Keeping 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; 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 five (5) 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 five-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 five-year period, whichever occurs later. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -10- 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 II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 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 with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -11- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -12- 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 HUD 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 five (5) years after receipt of final payment under this Agreement. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -13- 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 five (5) 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 1st. 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 (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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -14- 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. F.DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -15- 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. XII.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -16- 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. XVII.THIRD PARTY BENEFICIARIES Except for 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. [Signatures on following page] DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Grantee][Subrecipient] By: Armando G. Villa, City Manager By: Denise Lanier, President Date: Date: By: Diana Elisondo, Secretary Attest: Sarah A. Manwaring, City Clerk Date: _______________________________ Countersigned: Wendy Preece, Deputy Finance Director APPROVED AS TO FORM: Jeffrey Melching, City Attorney DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 9/9/2021 9/13/2021 9/14/2021 9/14/2021 EXHIBIT “B” PAGE 1 of 13 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’s 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 VIII 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 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 2 of 13 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%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 3 of 13 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. e. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 4 of 13 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 the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 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 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. § 570.200(j). DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 5 of 13 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. 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 6 of 13 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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 7 of 13 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. § 1701u (“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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 8 of 13 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 3148), 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.F.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 2 of 3 i.Subrecipient Name: ASSISTANCE LEAGUE OF TEMECULA VALLEY ii.Subrecipient’s Unique Entity Identifier (DUNS): 868952920 iii.Federal Award Identification Number (FAIN): B-22-MC-06-0604 iv.Federal Award Date: July 1, 2021 v.Subaward Period of Performance: July 1, 2021, through June 30, 2022 vi.Amount of Federal Funds ($) Obligated by this action by the pass-through entity to the to the subrecipient: $10,164.00 vii.Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $10,164.00 viii.Total Amount of Federal Award committed to the subrecipient by the pass- through entity: $10,164.00 ix.Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14-218) City of Menifee CDBG Public Services. Specifically, this program/project will entail : Operation School Bell 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 one-hundred and twenty (120) LMI persons. x.Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass-through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) Pass through Entity - City of Menifee, CA Awarding Official - Armando Villa, City Manager (Phone: 951-672-6777) City of Menifee Finance Department Federal Award Identification Notice DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 3 of 3 xi.CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii.Identification of whether the award is R&D: No xiii.Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 ASSISTANCE LEAGUE OF TEMECULA VALLEY DUNS Unique Entity ID 868952920 SAM Unique Entity ID TA6GNHPQNNU6 CAGE / NCAGE 80QS2 Purpose of Registration Federal Assistance Awards Only Expiration Date Jul 23, 2022 Registration Status Active Physical Address 28720 Via Montezuma Temecula, California 92590-2510 United States Mailing Address 28720 Via Montezuma Temecula, California 92590-2510 United States Business Information Doing Business as CAstaways Thirft Shop Division Name (blank) Division Number (blank) Congressional District California 50 State / Country of Incorporation California / United States URL https://www.assistanceleague.org/temecula- valley/ Registration Dates Activation Date Jul 27, 2021 Submission Date Jul 23, 2021 Initial Registration Date Dec 4, 2017 Entity Dates Entity Start Date Jun 15, 1989 Fiscal Year End Close Date May 31 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2.C.F.R. 200 Appendix XII. Their responses are not displayed in SAM. They are sent to FAPIIS.gov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Government Types (blank) Financial Information Last updated by Dorcas Shaktman on Jul 23, 2021 at 04:18 PM ASSISTANCE LEAGUE OF TEMECULA VALLEY https://sam.gov/entity/868952920/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 Accepts Credit Card Payments No Debt Subject To Offset No Points of Contact Electronic Business Michelle Stiles, Vice President Finance 28720 Via Montezuma Temecula, California 92590 United States Marilyn Rule, Treasurer 28720 Via Montezuma Temecula, California 92590 United States Government Business Michelle Stiles, Vice President Finance 28720 Via Montezuma Temecula, California 92590 United States Dorcas Shaktman, VP Finance 28720 Via Montezuma Temecula, California 92590 United States Past Performance Marilyn Rule 28720 Via Montezuma Temecula, California 92590 United States Marilyn Rule, Treasurer 28720 Via Montezuma Temecula, California 92590 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry. Last updated by Dorcas Shaktman on Jul 23, 2021 at 04:18 PM ASSISTANCE LEAGUE OF TEMECULA VALLEY https://sam.gov/entity/868952920/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND BOYS & GIRLS CLUB FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered as of this 1st day of July 2021 by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and BOYS & GIRLS CLUB, a California nonprofit corporation (“Subrecipient”). R E C I T A L S 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 organization dedicated to providing a safe, positive, and affordable place for children in Menifee Valley, especially those who are at risk, to reach their full potential as caring, productive, and responsible citizens, including resident children of Grantee; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, 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 One-Hundred and Sixty-Four Dollars ($10,164.00) (“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: 2762/031858-0001 12965474.1 a07/06/21 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -2- I.SCOPE OF SERVICE A.Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2021/2022 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: Scholarships for programs and services to low moderate income ("LMI") persons, including, but not limited to: Before and After School Program which provides transportation for enrolled youth to and from school ("Services"). Working parents can drop off their children at the Boys and Girls Club prior to commuting to work. Through the program, the children are transported to school by a licensed, certified individual. Children are provided a healthy snack and beverages and then participate in the "Power Hour" homework and tutoring program. Services will be provided to at least one-hundred (100) 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: 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B.National Objectives 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 At least One-Hundred (100) 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#1 At least One-Hundred (100) LMI persons DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -3- 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 (FY 2021): $77,500 Family Members Extremely Low- Income Limits (30% of Median) Very Low-Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $16,600 $1,383 $27,650 $2,304 $44,250 $3,688 2 $19,000 $1,583 $31,600 $2,633 $50,600 $4,217 3 $21,960 $1,830 $35,550 $2,963 $56,900 $4,742 4 $26,500 $2,208 $39,500 $3,292 $63,200 $5,267 5 $31,040 $2,587 $42,700 $3,558 $68,300 $5,692 6 $35,580 $2,965 $45,850 $3,821 $73,350 $6,113 7 $40,120 $3,343 $49,000 $4,083 $78,400 $6,533 8 $44,660 $3,722 $52,150 $4,346 $83,450 $6,954 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 performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -4- II. TIME OF PERFORMANCE The term of this Agreement is from July 1, 2021, through June 30, 2022. The term of this Agreement and the provisions herein shall be extended to cover any additional time 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: Eligible Project Expense Amount $0 $0 $0 $0 $0 $0 $0 $0 $0 Salaries Fringe Office Space (Program only) Utilities Communications Reproduction/Printing Supplies and Materials Mileage Audit 6FKRODUVKLSV $10,164.00 TOTAL $10,164 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 One-Hundred and Sixty-Four Dollars ($10,164.00). 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. City Grant payments shall be made to: BOYS & GIRLS CLUB PO Box 2423 Menifee, Ca 92586 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -5- V. NOTICES Subrecipient shall notify Grantee of any of the following changes: x Loss of Non-Profit Status; or x 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 Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Ryan Sharp, Elected Chair John Whann, Executive Director PO Box 2423 Menifee,Ca 92586 Phone: 951-246-8845 VI. SPECIAL CONDITIONS None 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -6- 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 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -7- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -8- 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 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. VIII. 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 the requirements of The Office of Management and Budget (OMB)” Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -9- from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. 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 Keeping 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; 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 five (5) 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 five-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 five-year period, whichever occurs later. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -10- 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 II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 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 with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -11- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -12- 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 HUD 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 five (5) years after receipt of final payment under this Agreement. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -13- 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 1July-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 five (5) 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 1st. 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 (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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -14- 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. F. DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -15- 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. XII. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -16- 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. XVII. THIRD PARTY BENEFICIARIES Except for 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. [Signatures on following page] DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Grantee] [Subrecipient] By: Armando G. Villa, City Manager By: Ryan Sharp, Elected Chair Date: Date: By: John Whann, Executive Director Attest: Sarah A. Manwaring, City Clerk Date: _______________________________ Countersigned: Wendy Preece, Deputy Finance Director APPROVED AS TO FORM: Jeffrey Melching, City Attorney DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 9/9/2021 9/13/2021 9/14/2021 9/14/2021 EXHIBIT “B” PAGE 1 of 13 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’s 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 VIII 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 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 2 of 13 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%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 3 of 13 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. e. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 4 of 13 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 the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 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 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. § 570.200(j). DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 5 of 13 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. 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 6 of 13 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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 7 of 13 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. § 1701u (“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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 8 of 13 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 3148), 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.F.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 2 of 3 i.Subrecipient Name: BOYS & GIRLS CLUB ii.Subrecipient’s Unique Entity Identifier (DUNS): 34778179 iii.Federal Award Identification Number (FAIN): B-22-MC-06-0604 iv.Federal Award Date: July 1, 2021 v.Subaward Period of Performance: July 1, 2021, through June 30, 2022 vi.Amount of Federal Funds ($) Obligated by this action by the pass-through entity to the to the subrecipient: $10,164.00 vii.Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $10,164.00 viii.Total Amount of Federal Award committed to the subrecipient by the pass- through entity: $10,164.00 ix.Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14-218) City of Menifee CDBG Public Services. Specifically, this program/project will entail : Scholarships for programs and services to low moderate income ("LMI") persons, including, Scholarships for programs and services to low moderate income ("LMI") persons, including, but not limited to: Before and After School Program which provides transportation for enrolled youth to and from school ("Services"). Working parents can drop off their children at the Boys and Girls Club prior to commuting to work. Through the program, the children are transported to school by a licensed, certified individual. Children are provided a healthy snack and beverages and then participate in the "Power Hour" homework and tutoring program. Services will be provided to at least one-hundred (100) LMI persons. x.Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass-through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) Pass through Entity - City of Menifee, CA Awarding Official - Armando Villa, City Manager (Phone: 951-672-6777) City of Menifee Finance Department Federal Award Identification Notice DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 3 of 3 xi.CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii.Identification of whether the award is R&D: No xiii.Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 BOYS & GIRLS CLUB MENIFEE VALLEY DUNS Unique Entity ID 034778179 SAM Unique Entity ID XZKXH4RBF2E9 CAGE / NCAGE 7GUV5 Purpose of Registration Federal Assistance Awards Only Expiration Date Apr 5, 2022 Registration Status Active Physical Address 26301 Garbani RD Menifee, California 92584-9480 United States Mailing Address PO Box 2423 Menifee, California 92586 United States Business Information Doing Business as (blank) Division Name (blank) Division Number (blank) Congressional District California 42 State / Country of Incorporation California / United States URL www.menifeebgc.org Registration Dates Activation Date Apr 6, 2021 Submission Date Apr 5, 2021 Initial Registration Date Oct 12, 2015 Entity Dates Entity Start Date Jun 12, 2014 Fiscal Year End Close Date Dec 31 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2.C.F.R. 200 Appendix XII. Their responses are not displayed in SAM. They are sent to FAPIIS.gov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Government Types (blank) Financial Information Last updated by Julia Burch on Apr 05, 2021 at 07:19 PM BOYS & GIRLS CLUB MENIFEE VALLEY https://sam.gov/entity/034778179/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 Accepts Credit Card Payments No Debt Subject To Offset No Points of Contact Electronic Business John Whann PO Box 2423 Menifee, California 92586 United States Government Business John Whann PO Box 2423 Menifee, California 92586 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry. Last updated by Julia Burch on Apr 05, 2021 at 07:19 PM BOYS & GIRLS CLUB MENIFEE VALLEY https://sam.gov/entity/034778179/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND HOSPICE OF THE VALLEYS FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered as of this 1st day of July 2021 by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and HOSPICE OF THE VALLEYS, a California nonprofit corporation (“Subrecipient”). R E C I T A L S 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 organization dedicated to providing care to people with life-threatening illnesses, support to their families, and service to the community in a spirit of enriching lives for the people of Temecula Valley and surrounding areas, including residents of Grantee; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, 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 One-Hundred and Sixty-Four Dollars ($10,164.00) (“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: 2762/031858-0001 12965474.1 a07/06/21 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -2- I.SCOPE OF SERVICE A.Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2021/2022 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: The Senior Assistance Program provides direct hospice care and services to low and low moderate income ("LMI") persons without insurance or with limited coverage ("Services"). Services to be provided to at least fifty (50) LMI persons include visits by doctors, nurses, certified home health aides, social workers, dieticians, speech/ occupational/physical therapists, and specially trained volunteers. Clients are provided with durable medical equipment, medical supplies, medications, therapies, wound care, and bereavement support. Bereavement services are also provided through the Senior Assistance Program. Once the patient has passed, Subrecipient's bereavement team follows up with the bereaved for thirteen (13) months through phone calls and mailings. They also provide the bereaved with memorial service assistance and access to grief support groups. 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: 1. Project Monitoring B.National Objectives 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 At least fifty (50) LMI persons. Subrecipient shall document and maintain records of the number of LMI persons served throughout the year. 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -3- C.Levels of Accomplishment – Goals and Performance Measures Subrecipient agrees to provide the following levels of program services: Activity Total Units/Year Activity#1 At least fifty (50) LMI persons 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 (FY 2021): $77,500 Family Members Extremely Low- Income Limits (30% of Median) Very Low-Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $16,600 $1,383 $27,650 $2,304 $44,250 $3,688 2 $19,000 $1,583 $31,600 $2,633 $50,600 $4,217 3 $21,960 $1,830 $35,550 $2,963 $56,900 $4,742 4 $26,500 $2,208 $39,500 $3,292 $63,200 $5,267 5 $31,040 $2,587 $42,700 $3,558 $68,300 $5,692 6 $35,580 $2,965 $45,850 $3,821 $73,350 $6,113 7 $40,120 $3,343 $49,000 $4,083 $78,400 $6,533 8 $44,660 $3,722 $52,150 $4,346 $83,450 $6,954 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -4- 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 performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. II. TIME OF PERFORMANCE The term of this Agreement is from July 1, 2021, through June 30, 2022. The term of this Agreement and the provisions herein shall be extended to cover any additional time 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: Eligible Project Expense Amount $0 $0 $0 $0 $0 $ $ $ $ Salaries Fringe Office Space (Program only) Communications Reproduction/Printing Supplies and Materials Mileage +RVSLFH+HDUWV 0HGLFDWLRQ'HOLYHU\ 2WKHU TOTAL $10,164 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 One-Hundred and Sixty-Four Dollars ($10,164.00). 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. City Grant payments shall be made to: $ DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -5- HOSPICE OF THE VALLEYS 25240 Hancock Ave, Suite 120 Murrieta, Ca 92562 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: x Loss of Non-Profit Status; or x 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 Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Lynette Cvar, CFO/CAO Marta Sarver-Martinez, Administrator/Director of Nursing 25240 Hancock Ave, Suite 120 Murrieta,Ca 92562 Phone: 951-200-7800 VI.SPECIAL CONDITIONS None 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) DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -6- 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 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. 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -7- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -8- 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 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. VIII.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -9- 2.Cost Principles Subrecipient shall administer its program in conformance with the requirements of The Office of Management and Budget (OMB)” Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. 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 Keeping 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; 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 five (5) 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -10- involves any of the records cited and that has started before the expiration of the five-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 five-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 II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 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 with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -11- and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -12- 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 HUD 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 five (5) years after receipt of final payment under this Agreement. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -13- 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 five (5) 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 1st. 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 (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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -14- 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. F.DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -15- 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. XII.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -16- 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. XVII.THIRD PARTY BENEFICIARIES Except for 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. [Signatures on following page] DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Grantee][Subrecipient] By: Armando G. Villa, City Manager By: Lynette Cvar, CFO/CAO Date: Date: By: Marta Sarver-Martinez, Administrator/Director of Nursing Attest: Sarah A. Manwaring, City Clerk Date: _______________________________ Countersigned: Wendy Preece, Deputy Finance Director APPROVED AS TO FORM: Jeffrey Melching, City Attorney DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 9/9/2021 9/13/2021 9/14/2021 9/14/2021 EXHIBIT “B” PAGE 1 of 13 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’s personnel to comply, with the following regulations and requirements insofar as they are applicable to the performance of the Agreement.5 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 VIII 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 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. 5 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 2 of 13 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%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 3 of 13 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. e. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 4 of 13 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 the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 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 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. § 570.200(j). DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 5 of 13 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. 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 6 of 13 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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 7 of 13 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. § 1701u (“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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 8 of 13 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 3148), 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.F.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 2 of 3 i.Subrecipient Name: HOSPICE OF THE VALLEYS ii.Subrecipient’s Unique Entity Identifier (DUNS): 868952409 iii.Federal Award Identification Number (FAIN): B-22-MC-06-0604 iv.Federal Award Date: July 1, 2021 v.Subaward Period of Performance: July 1, 2021, through June 30, 2022 vi.Amount of Federal Funds ($) Obligated by this action by the pass-through entity to the to the subrecipient: $10,164.00 vii.Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $10,164.00 viii.Total Amount of Federal Award committed to the subrecipient by the pass- through entity: $10,164.00 ix.Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14-218) City of Menifee CDBG Public Services. Specifically, this program/project will entail : The Senior Assistance Program provides direct hospice care and services to low and low moderate income ("LMI") persons without insurance or with limited coverage ("Services"). Services to be provided to at least fifty (50) LMI persons include visits by doctors, nurses, certified home health aides, social workers, dieticians, speech/occupational/physical therapists, and specially trained volunteers. Clients are provided with durable medical equipment, medical supplies, medications, therapies, wound care, and bereavement support. Bereavement services are also provided through the Senior Assistance Program. Once the patient has passed, Subrecipient's bereavement team follows up with the bereaved for thirteen (13) months through phone calls and mailings. They also provide the bereaved with memorial service assistance and access to grief support groups. x.Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass-through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) Pass through Entity - City of Menifee, CA Awarding Official - Armando Villa, City Manager (Phone: 951-672-6777) City of Menifee Finance Department Federal Award Identification Notice DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 3 of 3 xi.CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii.Identification of whether the award is R&D: No xiii.Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 HOSPICE OF THE VALLEYS SC DUNS Unique Entity ID 868952409 SAM Unique Entity ID JM2MZYDLFMZ3 CAGE / NCAGE 4YJF4 Purpose of Registration Federal Assistance Awards Only Expiration Date Feb 28, 2022 Registration Status Active Physical Address 25240 Hancock AVE STE 120 Murrieta, California 92562-5991 United States Mailing Address 25240 Hancock AVE. STE 120 Murrieta, California 92562 United States Business Information Doing Business as Hospice Of Valleys Division Name (blank) Division Number (blank) Congressional District California 42 State / Country of Incorporation California / United States URL www.hospiceofthevalleys.org Registration Dates Activation Date Sep 2, 2020 Submission Date Sep 1, 2020 Initial Registration Date Jan 8, 2008 Entity Dates Entity Start Date Jun 29, 1983 Fiscal Year End Close Date Dec 31 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2.C.F.R. 200 Appendix XII. Their responses are not displayed in SAM. They are sent to FAPIIS.gov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Government Types (blank) Financial Information Last updated by Melanie House on Sep 01, 2020 at 06:40 PM HOSPICE OF THE VALLEYS SC https://sam.gov/entity/868952409/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 Accepts Credit Card Payments Yes Debt Subject To Offset No Points of Contact Electronic Business Lynette Cvar 25240 Hancock AVE. Suite 120 Murrieta, California 92562 United States Government Business LYNETTE Cvar 25240 Hancock AVE. Suite 120 Murrieta, California 92562 United States Past Performance Melanie House, Development Coordinator 25240 Hancock AVE STE 120 Murrieta, California 92562 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry. Last updated by Melanie House on Sep 01, 2020 at 06:40 PM HOSPICE OF THE VALLEYS SC https://sam.gov/entity/868952409/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND MENIFEE VALLEY CUPBOARD FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered as of this 1st day of July 2021 by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and MENIFEE VALLEY CUPBOARD, a California nonprofit corporation (“Subrecipient”). R E C I T A L S 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 organization dedicated to alleviating hunger and malnutrition in the Menifee Valley, which includes portions of Grantee; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, 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 Eighteen Thousand One-Hundred and Sixty-Nine Dollars ($18,169.00) (“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: DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -2- I. SCOPE OF SERVICE A. Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2021/2022 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: Emergency Food Distribution Program including: providing emergency food boxes with nutritionally balanced food based on family size ("Services"). Each food box contains canned and dry items, fresh produce/fruit, eggs, grains, and frozen foods. The Emergency Food Distribution Program offers home delivery to disabled or homebound/frail individuals. Food boxes are available to a family once per calendar month. Services will be provided to at least one thousand four-hundred (1400) Low and Moderate Income ("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: 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B. National Objectives 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 At least One-thousand four hundred (1400) 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#1 At least One-thousand four hundred (1400) LMI persons DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -3- 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 (FY 2021): $77,500 Family Members Extremely Low- Income Limits (30% of Median) Very Low-Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $16,600 $1,383 $27,650 $2,304 $44,250 $3,688 2 $19,000 $1,583 $31,600 $2,633 $50,600 $4,217 3 $21,960 $1,830 $35,550 $2,963 $56,900 $4,742 4 $26,500 $2,208 $39,500 $3,292 $63,200 $5,267 5 $31,040 $2,587 $42,700 $3,558 $68,300 $5,692 6 $35,580 $2,965 $45,850 $3,821 $73,350 $6,113 7 $40,120 $3,343 $49,000 $4,083 $78,400 $6,533 8 $44,660 $3,722 $52,150 $4,346 $83,450 $6,954 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 performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -4- II. TIME OF PERFORMANCE The term of this Agreement is from July 1, 2021, through June 30, 2022. The term of this Agreement and the provisions herein shall be extended to cover any additional time 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: Eligible Project Expense Amount $0 $0 $ $0 $0 $0 $0 $0 $0 Salaries Fringe Office Space (Program only) Utilities Communications Reproduction/Printing Supplies and Materials Mileage Audit TOTAL $1 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 Eighteen Thousand One-Hundred and Sixty-Nine Dollars ($18,169.00). 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. City Grant payments shall be made to: MENIFEE VALLEY CUPBOARD 26808 Cherry Hills Bl Menifee, Ca 92586 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -5- V. NOTICES Subrecipient shall notify Grantee of any of the following changes: x Loss of Non-Profit Status; or x 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 Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Jonathan Greenber, President Dawn L. Smith, Executive Director 26808 Cherry Hills Bl Menifee,Ca 92586 Phone: 951-746-0295 VI. SPECIAL CONDITIONS None 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -6- 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 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -7- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -8- 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 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. VIII. 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 the requirements of The Office of Management and Budget (OMB)” Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -9- from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. 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 Keeping 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; 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 five (5) 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 five-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 five-year period, whichever occurs later. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -10- 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 II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 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 with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -11- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -12- 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 HUD 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 five (5) years after receipt of final payment under this Agreement. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -13- 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 1July-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 five (5) 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 1st. 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 (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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -14- 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. F. DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -15- 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. XII. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -16- 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. XVII. THIRD PARTY BENEFICIARIES Except for 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. [Signatures on following page] DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Grantee] [Subrecipient] By: Armando G. Villa, City Manager By: Jonathan Greenber, President Date: Date: By: Dawn L. Smith, Executive Director Attest: Sarah A. Manwaring, City Clerk Date: _______________________________ Countersigned: Wendy Preece, Deputy Finance Director APPROVED AS TO FORM: Jeffrey Melching, City Attorney DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 9/9/2021 9/13/2021 9/14/2021 9/14/2021 EXHIBIT “B” PAGE 1 of 13 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’s personnel to comply, with the following regulations and requirements insofar as they are applicable to the performance of the Agreement.2 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 VIII 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 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. 2 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 2 of 13 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%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 3 of 13 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. e. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 4 of 13 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 the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 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 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. § 570.200(j). DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 5 of 13 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. 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 6 of 13 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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 7 of 13 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. § 1701u (“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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 8 of 13 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 3148), 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.F.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 2 of 3 i.Subrecipient Name: MENIFEE VALLEY CUPBOARD ii.Subrecipient’s Unique Entity Identifier (DUNS): 48991207 iii.Federal Award Identification Number (FAIN): B-22-MC-06-0604 iv.Federal Award Date: July 1, 2021 v.Subaward Period of Performance: July 1, 2021, through June 30, 2022 vi.Amount of Federal Funds ($) Obligated by this action by the pass-through entity to the to the subrecipient: $18,169.00 vii.Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $18,169.00 viii.Total Amount of Federal Award committed to the subrecipient by the pass- through entity: $18,169.00 ix.Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14-218) City of Menifee CDBG Public Services. Specifically, this program/project will entail : Emergency Food Distribution Program including: providing emergency food boxes with nutritionally balanced food based on family size ("Services"). Each food box contains canned and dry items, fresh produce/fruit, eggs, grains, and frozen foods. The Emergency Food Distribution Program offers home delivery to disabled or homebound/frail individuals. Food boxes are available to a family once per calendar month. Services will be provided to at least one thousand four- hundred (1400) Low and Moderate Income ("LMI") persons. x.Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass-through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) Pass through Entity - City of Menifee, CA Awarding Official - Armando Villa, City Manager (Phone: 951-672-6777) City of Menifee Finance Department Federal Award Identification Notice DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 3 of 3 xi.CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii.Identification of whether the award is R&D: No xiii.Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 MENIFEE VALLEY COMMUNITY CUPBOARD DUNS Unique Entity ID 048991207 SAM Unique Entity ID NGSXK2HC34B7 CAGE / NCAGE 7FFP0 Purpose of Registration Federal Assistance Awards Only Expiration Date Dec 21, 2021 Registration Status Active Physical Address 26808 Cherry Hill BLVD Menifee, California 92586-2505 United States Mailing Address P.O. Box 2253 Menifee, California 92586 United States Business Information Doing Business as (blank) Division Name Menifee Valley Community Cupboard Division Number (blank) Congressional District California 42 State / Country of Incorporation California / United States URL (blank) Registration Dates Activation Date Jun 24, 2020 Submission Date Jun 24, 2020 Initial Registration Date Aug 11, 2015 Entity Dates Entity Start Date Sep 17, 1997 Fiscal Year End Close Date Dec 31 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2.C.F.R. 200 Appendix XII. Their responses are not displayed in SAM. They are sent to FAPIIS.gov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Government Types (blank) Financial Information Last updated by Dawn Smith on Jun 24, 2020 at 12:15 PM MENIFEE VALLEY COMMUNITY CUPBOARD https://sam.gov/entity/048991207/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 Accepts Credit Card Payments Yes Debt Subject To Offset No Points of Contact Electronic Business Dawn L Smith, Executive Director P.O. Box 2253 Menifee, California 92586 United States Government Business Dawn L Smith, Executive Director P.O. Box 2253 Menifee, California 92586 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry. Last updated by Dawn Smith on Jun 24, 2020 at 12:15 PM MENIFEE VALLEY COMMUNITY CUPBOARD https://sam.gov/entity/048991207/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 02/04/2021 Stromsoe Insurance Agency 24910 Las Brisas Road, Ste 117 Murrieta, CA 92562 License #: 0D06577 Vanessa Jackson (951)600-5751 (951)677-6265 vanessa@siaonline.com 00011132-738773 13 Menifee Valley Community Cupboard PO Box 2253 Sun City, CA 92586 Non-Profits Insurance Alliance of CA A Y 2021-16870-NPO 01/14/2021 01/14/2022X X Non-Profits Insurance Alliance of CA A Y 2021-16870-NPO 01/14/2021 01/14/2022 X X X 1,000,000 Certificate holder is hereby named as Additional Insured in regards to the General Liability policy. City of Menifee 29844 Haun Rd Menifee, CA 92586 (VLJ) Printed by VLJ on February 04, 2021 at 04:59PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF MENIFEE AND SAFE ALTERNATIVES FOR EVERYONE FOR PUBLIC SERVICES FOR THE CITY OF MENIFEE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT (“Agreement”), entered as of this 1st day of July 2021 by and between the CITY OF MENIFEE, a California municipal corporation (“Grantee”), and SAFE ALTERNATIVES FOR EVERYONE, a California nonprofit corporation (“Subrecipient”). R E C I T A L S 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 organization dedicated to providing services for children, youth, and families who have experienced or are at risk of abuse and violence in the Menifee Valley, which includes portions or Grantee; WHEREAS, Subrecipient desires to utilize CDBG Funds to provide services to the people in the Menifee Valley, 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 One-Hundred and Sixty-Four Dollars ($10,164.00) (“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: 2762/031858-0001 12965474.1 a07/08/21 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -2- I.SCOPE OF SERVICE A.Activities Subrecipient will be responsible for administering a Community Development Block Grant (“CDBG”) Year 2021/2022 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: The Menifee SAFE & Healthy Families Program shall provide immediate intervention and victim advocacy to children, youth, and families, who have experienced, or are at risk of abuse and violence by providing help with case management, emergency assistance, criminal justice and family law systems navigation, court accompaniment, education via individual counseling, group and/or youth program mentorship & perform needs assessments for children and adults. Services will be provided to at least fifty-one (51) 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: 1. Project Monitoring 2. Project Fiscal Management 3. Project Reporting B.National Objectives 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 At least fifty-one (51) 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#1 At least fifty-one (51) LMI persons 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). DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -3- Riverside County Area Median Income (FY 2021): $77,500 Family Members Extremely Low- Income Limits (30% of Median) Very Low-Income Limits (50% of Median) Low Income Limits (80% of Median) In Household Annual Monthly Annual Monthly Annual Monthly 1 $16,600 $1,383 $27,650 $2,304 $44,250 $3,688 2 $19,000 $1,583 $31,600 $2,633 $50,600 $4,217 3 $21,960 $1,830 $35,550 $2,963 $56,900 $4,742 4 $26,500 $2,208 $39,500 $3,292 $63,200 $5,267 5 $31,040 $2,587 $42,700 $3,558 $68,300 $5,692 6 $35,580 $2,965 $45,850 $3,821 $73,350 $6,113 7 $40,120 $3,343 $49,000 $4,083 $78,400 $6,533 8 $44,660 $3,722 $52,150 $4,346 $83,450 $6,954 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 performance, Grantee may, but is not required to, initiate contract suspension or termination procedures to suspend or terminate this Agreement. II.TIME OF PERFORMANCE The term of this Agreement is from July 1, 2021, through June 30, 2022. The term of this Agreement and the provisions herein shall be extended to cover any additional time during which Subrecipient remains in control of CDBG Funds or other CDBG asset, including Program income. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -4- 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: Eligible Project Expense Amount $0 $0 $0 $0 $0 $0 $0 $0 Salaries Fringe Office Space (Program only) Utilities Communications Reproduction/Printing Supplies and Materials Mileage Audit 2WKHU TOTAL $10,164 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 One-Hundred and Sixty-Four Dollars ($10,164.00). 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. City Grant payments shall be made to: SAFE ALTERNATIVES FOR EVERYONE 28910 Pujol St Temecula, Ca 92590 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: x Loss of Non-Profit Status; or DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -5- x 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 Edna Lebron, Sr. Management Analyst City of Menifee 29844 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 Katie Gilbertson, Executive Director -DQ'XUDQ%RDUG3UHVLGHQW 28910 Pujol St Temecula,Ca 92590 Phone: 951-587-3900 VI. SPECIAL CONDITIONS None 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 to be in compliance with this Agreement and the CDBG Requirements, Subrecipient shall, to the extent possible, comply with the most restrictive DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -6- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -7- 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -8- 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 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. VIII. 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 the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50. 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.] DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -9- B. Documentation and Record Keeping 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; 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 five (5) 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 five-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 five-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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -10- 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 II (Time of Performance) to submit all final reimbursement request(s), progress reports, and a comprehensive annual report. 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 with the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. The Super Circular guidance superseded and consolidated the requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, A-133, and A-50.. 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -11- 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. 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 HUD shall have the DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -12- 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 five (5) years after receipt of final payment under this Agreement. 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: DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -13- Quarter Reporting Period Due Date 1July-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 five (5) 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 1st. 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 (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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -14- (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. F. DUNS and SAM.GOV Registration and Subaward Identification Notice Requirements Subrecipient must have a Data Universal Numbering System (DUNS®) number to be eligible to enter into this agreement. Further, the subrecipient must have an active registration with the federal www.sam.gov site to verify it is eligible to receive federal funds, and not federally debarred. In addition, Grantee shall require completion of the subaward identification notice form attached hereto as Exhibit B. Failure to complete the subaward identification notice form shall render Subrecipient ineligible to receive funds under this agreement. 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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -15- 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. XII. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -16- 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. XVII. 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. [Signatures on following page] DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Grantee] [Subrecipient] By: Armando G. Villa, City Manager By: Katie Gilbertson, Executive Director Date: Date: By: Jan Duran, Board President Attest: Sarah A. Manwaring, City Clerk Date: _______________________________ Countersigned: Wendy Preece, Deputy Finance Director APPROVED AS TO FORM: Jeffrey Melching, City Attorney DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 9/9/2021 9/13/2021 9/14/2021 9/14/2021 EXHIBIT “B” PAGE 1 of 13 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’s 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 VIII 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 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. 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 2 of 13 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%) owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish-surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 3 of 13 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. e. 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 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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 4 of 13 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 the requirements of The Office of Management and Budget (OMB)”Super Circular” 2 CFR Part 200, which includes the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards, as applicable. 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 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. § 570.200(j). DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 5 of 13 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. 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 6 of 13 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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 7 of 13 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. § 1701u (“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 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 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 8 of 13 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 3148), 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.F.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. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 9 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 10 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 11 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 12 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “A” PAGE 13 of 13 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 1 of 3 EXHIBIT B SUBAWARD IDENTIFICATION NOTICE DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 2 of 3 ŝ͘Subrecipient Name: SAFE ALTERNATIVES FOR EVERYONE ŝŝ͘Subrecipient’s Unique Entity Identifier (DUNS): 138299438 ŝŝŝ͘Federal Award Identification Number (FAIN): B-22-MC-06-0604 ŝǀ͘Federal Award Date: July 1, 202 ǀ͘Subaward Period of Performance: July 1, 2021, through June 30, 2022 ǀŝ͘Amount of Federal Funds ($) Obligated by this action by the pass-through entity to the to the subrecipient: $10,164.00 ǀŝŝ͘Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current obligation: $10,164.00 ǀŝŝŝ͘Total Amount of Federal Award committed to the subrecipient by the pass- through entity: $10,164.00 ŝǆ͘ ǆ͘ Federal Award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Community Development Block Grant Program (CDBG) Entitlement (CFDA #14-218)City of Menifee CDBG Public Services. Specifically, this program/project will entail the: The Menifee SAFE & Healthy Families Program shall provide immediate intervention and victim advocacy to children, youth, and families, who have experienced, or are at risk of abuse and violence by providing help with case management, emergency assistance, criminal justice and family law systems navigation, court accompaniment, education via individual counseling, group and/or youth program mentorship & perform needs assessments for children and adults. Services will be provided to at least fifty-one (51) LMI persons. Name of the Federal Awarding agency, pass through entity, and contact information for the awarding official of the Pass-through entity: Federal Awarding Agency – U.S. Department of Housing & Urban Development (HUD) Pass through Entity - City of Menifee, CA Awarding Official - Armando Villa, City Manager (Phone: 951-672-6777) City of Menifee Finance Department Federal Award Identification Notice DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 EXHIBIT “B” PAGE 3 of 3 xi.CFDA Number and Name: 14.218 (Community Development Block Grant/Entitlement Grants xii.Identification of whether the award is R&D: No xiii.Indirect cost rate for the federal award (including if the de minimus rate is charged per 200.414 Indirect F&A costs: $0/De Minimus DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 SAFE FAMILY JUSTICE CENTERS DUNS Unique Entity ID 138299438 SAM Unique Entity ID LZR9CKQ3RM87 CAGE / NCAGE 5EGF1 Purpose of Registration All Awards Expiration Date Jul 7, 2022 Registration Status Active Physical Address 28910 Pujol ST Temecula, California 92590-6700 United States Mailing Address 28910 Pujol Street Temecula, California 92590-6700 United States Business Information Doing Business as (blank) Division Name Safe Family Justice Center Division Number (blank) Congressional District California 50 State / Country of Incorporation California / United States URL http://www.safefamiliesca.org Registration Dates Activation Date Jul 8, 2021 Submission Date Jul 7, 2021 Initial Registration Date Apr 13, 2009 Entity Dates Entity Start Date Dec 1, 1998 Fiscal Year End Close Date Sep 30 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2.C.F.R. 200 Appendix XII. Their responses are not displayed in SAM. They are sent to FAPIIS.gov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. SAM Search Authorization I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Corporate Entity (Tax Exempt) Entity Type Business or Organization Organization Factors (blank) Profit Structure Non-Profit Organization Other Entity Qualifiers Domestic Shelter Government Types Last updated by Katie Gilbertson on Jul 07, 2021 at 02:08 PM SAFE FAMILY JUSTICE CENTERS https://sam.gov/entity/138299438/coreData?status=Active Page 1 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 (blank) Financial Information Accepts Credit Card Payments Yes Debt Subject To Offset No Points of Contact Electronic Business Katie Gilbertson, Executive Director 28910 Pujol Street Temecula, California 92590 United States Government Business Katie Gilbertson, Executive Director 28910 Pujol Street Temecula, California 92590 United States Service Classifications NAICS Codes Primary Yes NAICS Codes 624230 NAICS Title Emergency And Other Relief Services 624110 Child And Youth Services 624190 Other Individual And Family Services 624221 Temporary Shelters Product and Service Codes PSC PSC Name G003 Social- Recreational Disaster Response This entity does not appear in the disaster response registry. Last updated by Katie Gilbertson on Jul 07, 2021 at 02:08 PM SAFE FAMILY JUSTICE CENTERS https://sam.gov/entity/138299438/coreData?status=Active Page 2 of 2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 1 Edna Aguilar From:Melching, Jeffrey <jmelching@rutan.com> Sent:Tuesday, August 24, 2021 8:54 AM To:Edna Aguilar Cc:Margarita Cornejo Subject:RE: Agreement Review Request : FY21/22 CDBG Subrecipient Follow Up Flag:Follow up Flag Status:Flagged [CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. These are okay to start routing for signatures. Jeffrey T. Melching 18575 Jamboree Road, 9th Floor | Irvine, CA 92612 O. (714) 641-5100 | D. (714) 641-3422 jmelching@rutan.com | www.rutan.com _____________________________________________________ Privileged And Confidential Communication. This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic Communications Privacy Act (18 USC §§ 2510‐2521), (b) may contain confidential and/or legally privileged information, and (c) are for the sole use of the intended recipient named above. If you have received this electronic message in error, please notify the sender and delete the electronic message. Any disclosure, copying, distribution, or use of the contents of the information received in error is strictly prohibited. From: Edna Aguilar [mailto:eaguilar@cityofmenifee.us] Sent: Thursday, July 29, 2021 11:58 AM To: Melching, Jeffrey <jmelching@rutan.com> Cc: Margarita Cornejo <mcornejo@cityofmenifee.us> Subject: Agreement Review Request : FY21/22 CDBG Subrecipient Good Morning Jeff, Attached for your review are the proposed Subrecipient Agreements for the FY21/22 CDBG Program. These are based on the existing template used every year. This agreement request is from the City’s Community Development Department – CDBG Division. You can view "SAFE.pdf" at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:3a193b59‐bebd‐4b81‐ 8cf3‐cda82863949d You can view "Menifee Valley Cupboard Contract.pdf" at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:335aeb44‐52af‐4df5‐9141‐21ae3d98adaa You can view "Hospice of the Valleys.pdf" at: DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 2 https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:8ab83c46‐8be3‐4002‐a5b6‐8b56fd32d840 You can view "Habitat for Humanity Contract.pdf" at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:3b501268‐55a8‐4374‐92b0‐770634e99673 You can view "FSA Contract.pdf" at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:49f4bc00‐dc46‐ 4b43‐a337‐2f38b13ac7e4 You can view "Boys & Girls Club.pdf" at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:ad0c4724‐ 2e98‐4dc5‐ac08‐353cdc00c400 You can view "Assistance League of Temecula Valley.pdf" at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:fc6263b4‐82f5‐4ea5‐a570‐921990d68b00 Could you please review and advise if this is ok to start routing for signatures or will they require any changes? Thank you, Edna A. Aguilar | Management Aide Finance Department City of Menifee | 29844 Haun Road | Menifee, CA 92586 Direct: (951) 723‐3786 | City Hall: (951) 672‐6777 | Fax: (951) 679‐2567 eaguilar@cityofmenifee.us | cityofmenifee.us Connect with us on social media: | | | *Please note that email correspondence with the City of Menifee, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. The City of Menifee shall not be responsible for any claims, losses or damages resulting from the use of digital data that may be contained in this email. DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2 09/07/2021City of Menifee111:01AMPage:expstat.rptExpenditure Status Report7/1/2021 through 6/30/2022Periods: 0 through 14CDBG Grant481Account NumberAdjustedAppropriationExpendituresYear-to-date ExpendituresYear-to-date EncumbrancesBalancePrct Used481-2122 CDBG FY 21/2279,152.90 0.00 0.00 0.00481-2122-58044 Public Services (CDBG)0.00 79,152.90Total CDBG Grant79,152.90 0.00 0.00 0.00 79,152.90 0.00Grand Total79,152.90 0.00 0.00 0.000.00 79,152.901Page:DocuSign Envelope ID: 91E70AA3-4C95-4041-9FDE-FE2ED40012F2