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HomeMy WebLinkAbout2007-153 1 2 3 4 5 6 7 8 9 RESOLUTION NO. 2007-153 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING (1) THE 2007-2008 CONSOLIDATED ANNUAL ACTION PLAN PERTAINING TO COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUNDS (EXCLUDING ANY REFERENCE TO THE ALLOCATION OF CDBG FUNDS FOR THE BOYS & GIRLS CLUB OF SAN BERNARDINO); (2) AN AMENDMENT TO THE 2006-2007 ANNUAL ACTION PLAN (2005-2010 CONSOLIDATED PLAN) APPROPRIATING $214,000 OF UNAPPROPRIATED CDBG PROGRAM INCOME FUNDS AS CONTAINED IN THE ATIACHED STAFF REPORT; AND (3) AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL BUD CONTRACTS OR DOCUMENTS AS PER BUD REGULATIONS WHEREAS, the City of San Bernardino (the "City") is an entitlement city and eligible to 10 participate in the United States Department of Housing and Urban Development's ("HUD") 11 Community Development Block Grant ("CDBG") Program for Program Year 2007-2008; and 12 WHEREAS, the Mayor and Common Council of the City of San Bernardino (the 13 "Council") desire to submit to HUD, the City's Consolidated Annual Action Plan 2007-2008; and 14 WHEREAS, the Council desire to execute Contracts to provide a variety of community 15 services through certain public service agencies for the 2007-2008 CDBG Program Year; and 16 WHEREAS, the Council desires to amend the 2006-2007 Consolidated Annual Action Plan 17 and/or the 2005-2010 Five-Year Consolidated Plan and allocate $214,000 of unappropriated CDBG 18 Program Income Funds to public services providers, graffiti abatement and Sturges Auditorium. 19 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY 20 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS 21 FOLLOWS: 22 Section 1. That the Council hereby approves the recommendations noted in Attachment 23 I to the May 7, 2007 Staff Report pertaining to the allocation of the 2007-2008 CDBG Funds 24 (excluding any reference to the allocation of CDBG Funds for the Boys & Girls Club of San 25 Bernardino). 26 Section 2. That the Council hereby approves the 2007-2008 CDBG Consolidated 27 Annual Action Plan (excluding any reference to the allocation of CDBG Funds for the Boys & 28 Girls Club of San Bernardino). I P:\Agendas\Resolutions\Rer.olulions\2007IDS-07-07 CDBG 2007-2008 Allocations MCC Reso B.doc 1 Section 3. That the Council hereby approves an amendment to the 2006-2007 2 Consolidated Annual Action Plan, allocating unappropriated CDBG Program Income Funds, in the 3 amount of $214,000 to fund public services providers, graffiti abatement and renovation 4 improvements and to provide operational funds to the Sturges Auditorium (Sturges Foundation). 5 Section 4. That the City Manager is authorized, on behalf of the City, to execute and 6 submit to HUD, all appropriate documents and to take all necessary actions to implement the City's 7 2007-2008 Annual Action Plan, including, but not limited to, the preparation and execution of 8 CDBG standard agreements with the respective public service agencies, as prepared and approved 9 by the City Attorney, a copy of which is on file with the Agency Secretary, and incorporated herein 10 by reference as though fully set forth at length. 11 Section 5. This Resolution shall take effect upon its adoption and execution in the 12 manner as required by the City Charter. 13 /II 14 1/1 15 /II 16 /II 17 /II 18 /II 19 1/1 20 1/1 21 /II 22 1/1 23 /II 24 /II 25 1/1 26 /II 27 1/1 28 /II 2 P:\Agendas\Resolutions\Resolutions\2OO7'.clHn-07 CDOO 2007-2008 Albcations MCC Reso B.OOc 1 2 3 4 5 6 7 8 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING (1) THE 2007-2008 CONSOLIDATED ANNUAL ACTION PLAN PERTAINING TO COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUNDS (EXCLUDING ANY REFERENCE TO THE ALLOCATION OF CDBG FUNDS FOR THE BOYS & GIRLS CLUB OF SAN BERNARDINO); (2) AN AMENDMENT TO THE 2006-2007 ANNUAL ACTION PLAN (2005-2010 CONSOLIDATED PLAN) APPROPRIATING $214,000 OF UNAPPROPRIATED CDBG PROGRAM INCOME FUNDS AS CONTAINED IN THE ATTACHED STAFF REPORT; AND (3) AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL HUD CONTRACTS OR DOCUMENTS AS PER HUD REGULATIONS I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 9 Common Council of the City of San Bernardino at a 21 The foregoing Resolution is hereby approved this cf':n.-- day of 22 23 24 joint regular meeting ,2007, by the following vote to wit: Abstain Absent ~,J.h.~ Rac I G. Clark, City Clerk May ,2007. J. Morris, Mayor San Bernardino Approved as to Form: 25 26 By: 27 28 k)~~4l11 al~ James F. P an, City Attorney 3 P:\Agendas\Resolullons\Resolutions\2007\05_07_07 COHO 2007-2008 Allocations MeC Reso Bdoc . 1 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And A Special Place Children's Hand's On Museu'll TABLE OF CONTENTS OPERATIVE PROVISIONS ............................. ............................................................................................. 1 1. Scope of Services.............................................................................................................................1 2. Time of Perfonnance........ .... ....... ...... .... ........... ......... ....... ... ........ ... ............ .... ...... ...... .... ............ ...... 1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action..............................................................................................................................2 6. Discrimination .................... ...............................................................................................................3 7. Accounting ........................................................................................................................................3 8. Budget Section ....... .......................................................................................................................... 3 9. Non-Expendable Property........ ......... ............................... .......... ............... .... ...... ........... ... ... ............3 10. Expendable Personal Property. ..... ............. ... ........ .... .................. ........ ................................... ..........3 11. Purchase or Lease of Non-Expendable Property or Equipment......................................................4 12. Changes in Grant Allocation..... ........... .......... ........ ....... ....... .......... ............................. ............ ....... ... 4 13. Revenue Disclosure Requirement....... ......... ............................. .... ... ........................ ........................4 14. Joint Funding...................................... ... .......................................... ............ .... ........... ......................5 15. Notices......................................................... ...... ................................... .............................. ..............5 16. Assignment....................................................................................................................................... 5 17. Tennination and Termination Costs .................................................................................................5 18. Program Income ....................... ..................................................................................................... ... 7 19. Reversion of Assets...................... ...................... ........ ...................................................................... 7 20. Fiscal Limitations................ ..... ............... ................................... ........... ........... ............ ........... ..........7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requ irements .................................................................................................................. 8 24. Conflict of Interest.................................... ............... ........................................................................ 1 0 25. Budget Modifications ......... ............................................................................. .... ............................10 26. Time of Perfonnance Modifications................................................................................................11 27. Independent Contractor.................................................................................................................. 11 28. Amendments; Variations ........ ....................... ................................................. ........ ............ ........ ....11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ..... ................. .............................................................. ......................... ...........12 32. Monthly Progress Reports ..................... ................................. ........................ ................................12 33. Use of Funds ..................................................................................................................................13 34. Religious Proselytizing or Political Activities .................................................................................. 13 35. Audit$.............................................................................................................................................. 14 36. counterparts ....... ... ........................ ...... ...... .......... ...... .......... ....... ........ .......... ..... .......... ...... ..... ........ 14 37. Status of the $ubrecipient ..............................................................................................................14 38. Legal Proceedings.................. ....... ....... ................ ............... ..... .... .......... ...... ...................... ............ 15 39. Exhibits................................................. ...................... .... .......... ................ ..... ............................. .... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Fonn I Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv. 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and A Special Place Children's Hands On Museum, hereinafter referred to as the "Subrecipient. " WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 3. Compensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fourteen Thousand Dollars and 00/100 ($14,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,166.66 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountino The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budoet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget <::Ilmm~n' ~~. .~....... -n Exhibit 2, without prior written approval of the Executive t r") of the Agency, the Administrator of the CDBG Program, Jertv 9 ntained by the Subrecipient for each item of nonexpendable this program with HUD CDBG funds. This record shall be f'IUVlueu (Q me Llty as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Property Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or Equipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Requirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amount of funding provided, or to be provided, by each am:! ev.ery government~1 agency to each suchproject or business activity, and the full nal'l'leand addriJ$$ of each such governmental agency. During the term of this Agreement, the Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundinq For programs in which there are sources of funds from the private sector in addition to HUO COBG funds, the Subrecipient shall provide proof of such _ funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Joset Mason A Special Place Children's Hands On Museum 1003 East Highland Avenue San Bernardino, CA 92404 16. Assiqnment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and,in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. ProQram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDSG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDSG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDSG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDSG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDSG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act: In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release, Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Reauirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall fumish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Perfonnance Modifications The City may grant time of perfonnance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in perfonning the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the tenns of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient Shall complete all. purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acquisition of Supplies and Equipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proqram Monitorinq The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each client served. The Director or his/her designee will conduct periodic program progress reviews. These reviElwswill focus on the extent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proqress RepOrts By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDSG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDSG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counteroarts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. 1111 /III 1111 /III 1111 /III 1111 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT A Special Place Children's Hand's On Museum ATTEST: By: C{~ !o7.CI"d Rachel Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Asian American Resource Center TABLE OF CONTENTS OPERATIVE PROVISIONS ....... .................... ..................................................................................... .......... 1 1. Scope of Services.............................................................................................................................1 2. Time of Perfonnance ........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action..................... ................................. ........................................................................ 2 6. Discrimination ................................................................................................................................... 3 7. Accounting........................................................................................................................................ 3 8. Budget Section................................................................................................................................. 3 9. Non-Expendable Property................................................................................................................ 3 10. Expendable Personal Property......................................................................................................... 3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation ................ ........................................................... ..................................4 13. Revenue Disclosure Requirement...................................................... ............................ ..................4 14. Joint Fund ing .................................................................................................................................... 5 15. Notices............................................................................................................................................ ..5 16. Assignment ........................................... ... ............................................... ................................. .........5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ......................... ............................................................................................... .......7 19. Reversion of Assets.......................................................................................................................... 7 20. Fiscal Limitations.............................................................................................................................. 7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interest........................................................................................................................... 10 25. Budget Modifications...................................................................................................................... 10 26. Time of Perfonnance Modifications................................................................................................11 27. Independent Contractor.................................................................................................................. 11 28. Amendments; Variations .......................................... ... ................. ......... .... ..... ................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ..... ................................................................ ........ ..... ......................................12 32. Monthly Progress Reports ............................ ...................... ............................... ........................ .....12 33. Use of Funds ..... .... ........................................ .................................................................................13 34. Religious Proselytizing or Political Activities ..................................................................................13 35. Audits.............................................................................................................................................. 14 36. Counterparts ...................................................................................................................................14 37. Status of the Subrecipient ..............................................................................................................14 38. Legal Proceedings.......................................................................................................................... 15 39. Exhibits...................................................................................................................................... ..... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance ReqUirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07108 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Asian American Resource Center, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scooe of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Compensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fifteen Thousand Dollars and 00/100 ($15,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready: The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,250.00 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Property A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 I 11. Purchase or Lease of Non-Expendable Property or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other govemmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amount of fl,ln~ing IJt()vi~ed,or to beproVidelll, bY~.~Il!),Q ~v~,ry~~~~W:l;l!ilnt.;a1 agency-to - ead~Sl.iChpr(!)jector business actiliijy,I!IJ\t~>~~f\illii:I!\'~~~r~!lIira~~m~s of each such governmental agel1Cy. During the tel'ri'l of this Al!Jl'eeijlent, the Subrecipient shall prepare and file a similar written statement each time it receives funding from any govemmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundina For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bemardino, Califomia 92401 To the Subrecipient: Rasmey Sam Asian American Resource Center 1115 South E Street San Bernardino, CA 92408 16. Assianment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification, and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. BudQet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 30. Acquisition of Supplies and Equipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. ProQram MonitorinQ The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members fumish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each client served. The Director or his/her designee will conduct periodic program progl'essreviews. These reviews wnl focus on the extent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv ProQress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Sub recipient shall be non-interest bearing. 34. Reliaious Proselvtizina or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDSG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The fl!nds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDSG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits III/ lIlt III/ III/ /111 /111 III/ The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. 15 . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Assistance League of San Bernardino By:dtJ~ Fred ilson, City Manager City of San Bernardino BY.E!~A~~ ATTEST: By: ~ h. C.l#Ah, Rachel Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Assistance League of San Bernardino TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1 . Scope of Services.... ....... .... ........ ...... ....... .,. ............. .,. ...... ...... ... .... ... ........ ..... ....... ........ ..... ........ ....... 1 2. Time of Performance ........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with laws and Assurances...........................................................................................2 5. Affirmative Action... ............... ........ ....... ..... ...... ........ ...... ...... .......... ............. .......... ........... ........ ..........2 6. Discrimination ....................... .... ........................................................................................................3 7. Accounting ........................................................................................................................................3 8. Budget Section .................................................................................................................................3 9. Non-Expendable Property........ ... .............. ... .......... ..... .... ......... ... ... ...... ................. ...... .......... ..... ...... 3 10. Expendable Personal Property........ ........... ......... .., ................ ....... ......................................... ... ....... 3 11. Purchase or lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement....... ................... ........................... ........ .............. .... ........ ............. 4 14. Joint Funding...... ........... .......... ...... .... ........... ....... ............. .................. ......... ....... ..... ......... ................5 15. Notices.................. ........................... .......... .................................... .... .... .......... ....... .......................... 5 16. Assignment....................................................................................................................................... 5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets................................................... ............................................... ....... .................7 20. Fiscal limitations.................. .... ..................................... ...... ..................... ........................................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements ..................................................................................................................8 24. Conflict of Interest................ .......................................................... ......................................... ........ 1 0 25. Budget Modifications ......................... ................. ............. ............................................................... 1 0 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor................. .... ....... ................... .... .................... ...........................................11 28. Amendments; Variations .................... ................................. ............................... ...... ......................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ..... ...... .... ..... ................................................ ...... ........ ...................................... 12 32. Monthly Progress Reports.......................................................................... .................................... 12 33. Use of Funds ..................................................................................................................................13 34.. Reli~.iQusProselytizjng QrPolitical Activities ..................................................................................13 35. AUlJitil .... ... .......... ................ .................. ....... ................ ..... ............ ...... ............ .... ..... .............. ........... 14 36. Counterparts ................... ............ .......... ........ ..... ........ ....... .....,... ..................... ........, .................. ...... 14 37. Status of the Subrecipient ..............................................................................................................14 38. legal Proceedings................................. .............. ............... ............. ............... .............. ............ ...... 15 39. Exhibits.................................... ............................................................. ..... ..................................... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project ActivitylDescription Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv. 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Assistance League of San Bernardino, hereinafter referred to as the "Subrecipient: WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Sllbrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. ScoDe of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1,2'007, and shall be completed no later than June 30, 2008. 1 3. Compensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Sixteen Thousand Dollars and 00/100 ($16,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,333.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. \ 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87 , A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliancl'l with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 I . 11. Purchase or Lease of Non-Expendable Propertv or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amolJl'lt of funcjjllgprovj(j\~d, orto\Jeprovilll~~! )byeac~ IiIncj~\I~f}!~~~I(~fnl\l~~1iI1 agencytlDeaq!i suchprqjector~u$iheSs activity.~f,1t1 t"re f1!lIlin~.,.l[i~,f;;~~t~;($ of each such goverAmental agency. During the term of thisA~iieettj~r:W,tne Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundino For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Cheryl Fischer Assistance League of San Bernardino 560 West 6th Street San Bernardino, CA 92404 16. Assionment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any reVISion made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment, Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughOut the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (?,O) daYP!ilriods. . . The Subrecipientsltallfulof\iiUi ~ftilied~~ie$()f all polici€rsanlIlehddr5ementst6 the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior Written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations goveming conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations goveming conflict of interest, to its agents and employees, and shall fumish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budaet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. 00 not altet the amount of cof1!ltyetlsatiotl sUbject to ot UAdet this Agteement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments; Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorinq The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference,. for each clie~t sefVEld. The Director or his/her qesigneEl will condud periodic program progress reviews. These reviews will focus Qilttleextent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthly Proaress Reports By the fifth (5lh) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliaious Proselvtizina or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDSG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 . warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. III/ 1/1/ 1/1/ III/ 1/1/ III/ III/ 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Asian American Resource Center BY~ ) Fred I son, City Manager City of San Bernardino By: f5~ ~ Executive l5irETctor ATTEST: By:f1-kJ.. h. ~ Rac I Clark, City Clerk Approved as to Form: A enman, City Attorney 16 . CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Central City Lutheran Mission "-- TABLE OF CONTENTS OPERATIVE PROVISIONS ......................................000....000...............................000........................................1 1. Scope of Services............ooo................................................ooo.....ooo...................................................1 2. Time of Perfonnance........................................................................................................................1 3. Compensation and Method of Paymenl...........................................................ooo.............................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action..............................................ooo.............................................................................2 6. Discrimination ............... ..............................................................................000................................... 3 7. Accounting ........................................................................................................................................3 8. Budget Section ......................................................................................000........................................3 9. Non-Expendable Property........................... .....................................................................................3 10. Expendable Personal Property......... .......................................... ......................................................3 11. Purchase or Lease of Non-Expendable Property or Equipmenl......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requiremenl............................................,.......................................................4 14. Joint Funding..... ................ ................................................... ...................... ....................... ............... 5 15. Notices............................................................................ ..................................................................5 16. Assignment....................................................................................................................................... 5 17. Tennination and Termination Costs ...............000...............................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets..........................................................................................................................7 20. Fiscal Limitations................... ................. .............................. ....................................... .....................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .............000.................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interesl.... ..................................... .................................................................................. 10 25. Budget Modifications ......................................................................................................................10 26. Time of Perfonnance Modifications................................................................................................11 27. Independent Contractor..... ........ .......................................................... ........................................... 11 28. Amendments; Variations ...................................................................................... .............. .... ........ 11 29. Purchase and Invoice Deadlines...............................................ooo.................................oooooo...........11 30. Acquisition of Supplies and Equipment...................................ooo....................................................12 31. Program Monitoring ..... ............................................000....................................................................12 32. Monthly Progress Reports ...............................................................................000............................12 33. Use of Funds ................000............................000.........000....................................................................13 34. Reli0iQusproselytizing or politi~1 Activities...................................................................................13 ~$. Aodits.......:..........................................................................,.............................................................14 :36. Counterparts .......... ........ ... ........ ............ ........ ........ .............. ........ ........................... ........... ......... .....14 37. Status of the Subrecipieht ...........................................000................................................................14 38. Legal Proceedings ...............................000........................................................................................15 39. Exhibits........................... ....................... ............................ .................... ............ ............................. 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Central City Lutheran Mission, hereinafter referred to as the "Subrecipient: WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1 . Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Compensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fifteen Thousand Dollars and 00/100 ($15,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,250.00 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountino The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budoet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Property A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name. and a description of such project. the dollar a~~~t~ff~~~~~l',~r;f~c~!~~~i~l'~i . . ag~n~tQ(!Iaj';.J1l~~' . ..:~.,~~~~\~~j.. . ot'eachsuCh9dliem. tiitage~y. Ounf1'Si1tJiemfflfllSf>.. '., ........... .... Subrecipient. shall prepare and file a similar written statement eaCh time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundinq For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Reverend David J. Kalke Central City Lutheran Mission 1354 North G Street San Bernardino, CA 92405 16. Assiqnment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Prooram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 -- -- -I event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification, and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Reauirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified copies of aU policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations goveming conflict of interest, to its agents and employees, and shall fumish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not atter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefrt is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members fumish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each client served. The Director or hi~/her dEl~igl1li!e Will conduct periO'dic prO'gram prO'gress reviews. These revie\yswi1lfoCIJ~onthe extent to' which the planned program has been implemented and measurable gO'als achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bemardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attomey and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. 1/1/ III/ III/ 1/1/ 1/1/ III/ III/ 15 . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation ~YJrJ By: Fre Wilson, City Manager City of San Bernardino SUBRECIPIENT :,."a, c", L"'''''''r''''" Executive Dir ATTEST: BY:&~~ Rach I Clark, City Clerk Approved as to Form: >'/~ nman, City Attorney 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Frazee Community Center TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services.............................................................................................................................1 2. Time of Perfonnance........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action.............................................................................................................................. 2 6. Discrimination ................................................................................................................................... 3 7. Accounting.................. .................................... ........................................... .......... .............................3 8. Budget Section ................................................................................................................................. 3 9. Non-Expendable Property................................................................................... ........ ..................... 3 10. Expendable Personal Property......... .... ........... ................................................................................. 3 11. Purchase or Lease of Non-Expendable Properly or Equipment.....................................................,4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement....................................................................................................4 14. Joint Funding............................ ......................................... .......... ...,................................................. 5 15. Notices.............................................................................................................................................. 5 16. Assignment...................................... ................................................................................................. 5 17. Tennination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets................ .......................................................................................................... 7 20. Fiscal Limitations............................................... ............ ...... .................. ........................................... 7 21. Use of Funds for Entertainment, Meals or GiftS...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interes!.......... .................................................................... ............................. ................ 1 0 25. Budget Modifications ...................................................................................................................... 10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor.. .......................... ........................................... ............................ .......... .....11 28. Amendments; Varia lions ...... ..... ....... .................. .............................................................. ..... .........11 29. Purchase and Invoice Deadlines .................................................................................................... 11 30. Acquisition of Supplies and Equipment.......................................................................................... 12 31. Program Monitoring ..... ....................... .............................................. ........................ ...... ......... .......12 32. Monthly Progress Reports .............................................................................................................. 12 33. Use of Funds ..................................................................................................................................13 34.. ReligiollS Ptos.elytizing or Political Activities ..................................................................................13 35. Audits...... .:..... ...... ,... ..... ......... ......... .... .... ...,c..... .......... ...,.... ........... ........,... .............. .......... ......... .... 14 :36. Counterparts ................., .......... .... ....... ................... .............. .....,.................. ...,..................,............14 37. Status Of the Subrecipient ..............................................................................................................14 38. Legal Proceedings ....................... .................. ................. .................. .................. ............................ 15 39. Exhibits............................. .............................. ................... .................... ......................................... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Fonn Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Frazee Community Center, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Sixteen Thousand Dollars and 001100 ($16,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1112) of the total allocation or $1,333.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Sub recipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountina The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budaet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or lease of Noli-Expendable Property or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of liluch project, the dollar a '. 6f~~~>~cl~h';~jj':, ....f~."~~~lI~y,~iilft~,: .. .... . ... . .>. .... Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundinq For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Gretchen Mellon Frazee Community Center PO Box 8250 San Bernardino, CA 92412 16. Assiqnment This Agreement is not assignable by the Sub recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any perfonnance of the tenns of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Tennination and Tennination Costs (a) This Agreement may be tenninated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proaram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient. however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughOut the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. [J(')nQtaltettne amou)1t ofoornj:rel'l'sliltiQI1 subject toot IiIn~~r tRill Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this refti!r~nce' for each client served. The Oirector or.llis/her designee will conduct Periodic pt<ilgrall'l pr()gr~ss reviews. These revie~s\VlnfocuS on . the extent to which . the planned program has been implemerlted. and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs Included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, I3 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDSG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 U1 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal ProceedinQs Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits //1/ //1/ 11/1 /11/ III/ 11/1 /11/ The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Frazee Community Center BY:~~ ~ Fred Wilson, City Manager City of San Bernardino By: bL ~~//-d7t E{ecutive Director ATTEST: BY:~,b.~ Rac I Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Highland Senior Center TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1. Scope of Services.............................................................................................................................1 2. Time of Performance........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action...... .............................. .............. ..................... ........................ ..... ....... ..... .............. 2 6. Discrimination ..... ..............................................................................................................................3 7. Accounting............................................................................... ........... .......... .............. ...................... 3 8. Budget Section .................................................................................................................................3 9. Non-Expendable Property ................................................................................................................3 10. Expendable Personal Property.............. ...... ...... .......... ................ ........ ...................................... ....... 3 11. Purchase or Lease of Non-Expendable Property or Equipment......................................................4 12. Changes in Grant A1location...............~............................ ............ ......................... ......... ...................4 13. Revenue Disclosure Requiremenl....................................................................................................4 14. Joint Funding................................... .... ...... ..................... ........... ............ .............. ......... ..... ...............5 15. Notices.................................... ....................................................................... ...... ............................. 5 16. Assignment................. ............................. ........ ...................................... .......... ........................... ......5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets.................................. ............ ........................................................ .......... .......... 7 20. Fiscal Limitations........................ .................................... .......... ................................................ ........ 7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements ........................................................ ..........................................................8 24. Conflict of Interesl...........................................................................................................................10 25. Budget Modifications ...................................................................................................................... 10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor ........................................................................................ ............ .............. 11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipmenl..........................................................................................12 31. Program Monitoring ............... ....... ........ ...................................................................... .................... 12 32. Monthly Progress Reports ......................... .....................................................................................12 33. Use of Funds ..................................................................................................................................13 34, RelilliousProselylizing or Political Activities..................................................................................13 35. Au!lils.....,......".....,..........".......;...,.,...............;...........,..........,.........................:..............."................14 36. Counterparts.. .......... ........... ........... ....,......... ....;. ................. ........ ......... ......... ........... ..,..;............ .,. ..14- 37. Status 01 the Subrecipient .....................:.................................................................................,......14 38. Legal Proceedings.......................................................................................................................... 15 39. Exhibits ...........................................................................................................................................15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Highland Senior Center, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 3. Comoensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fifteen Thousand Dollars and 00/100 ($15,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,250.00 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87 , A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking p9ssession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or Equipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Requirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amount of funQingprovi(jed, or to be provided, by each an~everygQVefnrtt~tal agency to each suchprQject or business activity, and tl1e ful1nan1e~nddaddress of each such governmental agency. During the term of this Agreement, the Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundina For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Penny Lilburn Highland Senior Center 3102 East Highland Avenue Patton, CA 92369 16. Assianment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations goveming conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. BudQet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments; Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this refEm~nce, for each client served. The Director or hil)/her designee will conduct peflOdicptograrn progress reviews. These. reviews will focus on tfleextent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthly Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 r I measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any re1igious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (Hi) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "'egal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. lIlt lIlt III/ III/ /11/ /11I III/ 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Highland Senior Center BY:~,-~ Fred Wilson, City Manager City of San Bernardino ATTEST: By:~~h.~ Rac I Clark, City Clerk Approved as to Form: OM an, City Attorney 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Home of Neighborly Service, Inc. TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services.............................................................................................................................1 2. Time of Performance ........................................................................................................................ 1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action..............................................................................................................................2 6. Discrimination ................................................................................................................................... 3 7. Accounting ........................................................................................................................................3 8. Budget Section ................................................................................................................................. 3 9. Non-Expendable Property.............. ......................................................... ................... .............. ........3 10. Expendable Personal Property.. ....... ............................... ........... ....... ............... ................................ 3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement....................................................................................................4 14. Joint Funding........................................................................ ........................... ....... ............. .............5 15. Notices............... ............................... ............................................................................... ............ ..... 5 16. Assignment ....................................................................................................................................... 5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ...............................................................................................................................7 19. Reversion of Assets............. ............................................................................................................. 7 20. Fiscal Limitations.................................. ................................................................ ............................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements ......... ................... ...................................... ................................................8 24. Conflict of Interest................................................................................................. .......................... 1 0 25. Budget Modifications ................................. ..................................................................................... 10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor ................................. ....... ............................... ...........................................11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ..... ........................................................................ ........................................... 12 32. Monthly Progress Reports ..............................................................................................................12 33. Use of Funds ..................................................................................................................................13 34. Reli\1iousProselylizing or PolitiCliI Activities ..................................................................................13 35. Audits-...... ....,........ ... ............;....:.;.. :.................... .......... .... ..............................................................,. 14 30. Counterparts.. .......... ..... ..,.......... ............. ........ .................... ...,..... ....,......... ............ .................... .....14 37. Status of the Subreeipient ..............................................................................................................14 38. Legal Proceedings..... ..... ................... ......... .... ................... ............... .............. ................................ 15 39. Exhibits ............................. ......... ..................................... .................... ............. .................. ............. 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Home of Neighborly Service, Inc., hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fifteen Thousand Dollars and 00/100 ($15,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,250.00 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87 , A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountino The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budoet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar :~1~~t~(1< ....!;~!'iJ~!;~~::,. ...... .. .>> . .~l of each$uCh gave' - ehtaF i!~en~y.[i)lJtifitti' e l(fl'nrtof) Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint FundinQ For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Amparo Olguin Home of Neighborly Service, Inc. 839 North Mt. Vernon Avenue San Bernardino, CA 92411 16. AssiQnment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shalf be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (Hi) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proaram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations goveming conflict of interest, to its agents and employees, and shall fumish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Perfonnance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in perfonning the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement fonnally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acquisition of Supplies and Equipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31 . Proqram Monitorinq The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference, for each client served. The Director or hi$/her designee will conduct periodic pragram pragress reviews. These reviews win focus. on the. extent to which the planned pragram has been implemented and measurable gaals achieved, the effectiveness of program management, and the impact of the program. 32. Monthly Proqress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Direct Benefit Form, in the form of which is attached hereto as Exhibit "g" and titled "Monthly Accomplishment" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (Hi) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. 1/1/ 1/1/ 1/1/ 1/1/ 1/1/ 1/1/ 1/1/ 15 I . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Home of Neighborly Service, Inc. By Wt~ Fred Wi son, City Manager City of San Bernardino BY:~aA-O (94/~ Executi e Director (,/cPl!01 ATTEST: By: ~ iJ. CliV h. Rach Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Legal Aid Society TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1. Scope of Services.............................................................................................................................1 2. Time of Performance........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action.............................. ................................................................................................2 6. Discrimination ................................................................................................................................... 3 7. Accounting ........................................................................................................................................3 8. Budget Section .................................................................................................................................3 9. Non-Expendable Property ... .................. ................. .................. .......... .......................... .............. ...... 3 10. Expendable Personal Property.......... ......... ............ .... ............. ............................... ..........................3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement................ ............................ ......... .......... .....................................4 14. Joint Funding.............. ........................... ....................................... .............. ............. .......... ...............5 15. Notices ......... ..................................................................................................................................... 5 16. Assignment.................................................................................... ................................................... 5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ................. .............................................................. ................................................ 7 19. Reversion of Assets................................ ..................................................................................... ..... 7 20. Fiscal Limitations......................................... .................................... ........ .........................................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interest.............. ............................................................................................................. 1 0 25. Budget Modifications ......................................................................................................................10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor............................ ................... .............. ....... ......................................... .....11 28. Amendments; Variations ........................................ ............................................ .............. ..............11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ......................... ....... .......................................... .............................................. 12 32. Monthly Progress Reports ........................................... ................................................................... 12 33. Use of Funds ..................................................................................................................................13 34. Reli~ipUs Pr(lselytizing pr political Activities ..................................................................................13 3$. At!Kfits.... .... ............ ........,... .... ......... .... .......:.. ........ ...... ......... .................... ...... ........ ... ......... ....... ....... 14 36. Counterparts ....... ..................................... .... ............ ...... ......... ........... ...... .......... ............... ......... ..... 14 37. Status of the Subrecipiaht ..............................................................................................................14 38. Legal Proceedings....... ................................ .......... ........................... ............ ........................... ....... 15 39. Exhibits ...................... .............................. ............. ......... ......... ......... .............. .......... ....................... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Legal Aid Society, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1 . Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 3. Compensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fifteen Thousand Dollars and 00/100 ($15,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready." The Redevelopment Agency of the City of San Bemardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,250.00 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly andlor completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountino The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budoet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Propertv or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be property identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amount of funding provided, or to be.provided, by e.ach.llInd ~vefYg9v~rqmentl1!1 agency to each such project or business activity, and. the flJ1tnal'li!l!! ..~lltJ;i((~~~$S of each such governmental agency. During the term of this Agreement, the Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundinq For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Roberta Shouse Legal Aid Society of San Bernardino 354 West Sixth Street San Bernardino, CA 92401 16. Assiqnment This Agreement is not assignable by the Sub recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17 . Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may 5 immediately terminate this Agreement upon the tennination, suspension, discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after tennination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (Ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: 6 Police Department, Fire Department and Code Compliance in an effort to promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Prooram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the . Subrecipient's authority to commit and spend funds. Where HUD has directed or .. - requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three 7 (3) days written notice to the Subrecipient of his/her intention to so act. In no event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day pElriods, The Subrecipieht $MllftJl'hisli~Ftifi~copies. of all policies andendorsementstd the City and Agency, evidencing the insurance coverage above required. five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. BudQet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do hillt aJterWie amboht of compensatioh $ubjEtCt tour under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Indeoendent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each client served. The Director or his/her designee will condu8t periodic program progress reviews. These reviews will focus. on. theeJdent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDSG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinqs Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. III/ 1/1/ /III 1/1/ //1/ 1/1/ 1/1/ 15 r . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Legal Aid Society of San Bernardino By: f5~~~ , Executive Director . By: Fred Wilson, City Manager City of San Bernardino ATTEST: BY:~,h.C/,A'~ Rac el Clark, City Clerk Approved as to Form: , I {/-J nman, City Attorney 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Libreria Del Pueblo TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services.............................................................................................................................1 2. Time of Performance ........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action.............................................................................................................................. 2 6. Discrimination ................................................................................................................................... 3 7. Accounting ........................................................................................................................................3 8. Budget Section ................................................................................................................................. 3 9. Non-Expendable Property. .................... .......... ..... ............. .......... ............. ...... ............ .............. ........ 3 10. Expendable Personal Property.......... ............ ......... ......... ........... ....... .... ........ ...... ......... ..... ... ..... .......3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation..... ..... ............. .... ....... ...... .... ......... ......... .............. ...... ...... .......... ...........4 13. Revenue Disclosure Requiremen!............................................,....................................................... 4 14. Joint Funding.................... ..................... .................. .............. .......................... ........ ......... ................5 15. Notices ................................................................... ..................................... ..... ....... ..........................5 16. Assignment .......................................................................................................................................5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets............. ............................................................................................................. 7 20. Fiscal Limitations.................................. ....... ............ ........ ............................................ ............... ......7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements .................................................................................................................. 8 24. Conflict of Interes!................................. ................................................. .........................................10 25. Budget Modifications ...................................................................................................................... 1 0 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor.................................................................................................................. 11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring .............................................................................................. ................... .......12 32. Monthly Progress Reports ..............................................................................................................12 33. Use of Funds ..................................................................................................................................13 34. Reli!lioU$Proselylizing or PolitiClilI Activities ..................................................................................13 3$. Auljitii:................. ....... .......... ..... ........................... ............c.,...... ................. .................. ................ ..., 14 36. COUilterpiarts .......... ................. ...................... ...c......... .......... ...... ................ ................... .,. ....... ........ 14 37. Status of the Subrecipient ..............................................................................................................14 38. Legal Proceedings............................... .......... ......... .............. ............. ................... ..... .............. ....... 15 39. Exhibits ............ ...............................................................................................................................15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project ActivitylDescription Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv. 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Libreria Del Pueblo, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scooe of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Ten Thousand Dollars and 00/100 ($10,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $833.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. AccountinQ The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. BudQet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Property A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Propertv or Equipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Requirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amount of fl,lndingprovided, or to be..proyid~Gl,byeach. c:lnd~veryg~>J"ertlfi\!~t~1 agency to each. such project orbusine$s activity. an!;l ~ef~llni;ll\t;lel!l~a:~~~~1S of each such governmental agency. During the term of this Agreement. the Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundino For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Father Patricio Guillen Libreria Del Pueblo 251 Carousel Mall San Bernardino, CA 92401 16. Assionment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17 . Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (Hi) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proaram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDSG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDSG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period oftime as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 ,_______ n_____ ____ Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified coPies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City rnay grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of cbmpensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments; Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this refer~nce, for each client served. The Director or his/her designee Will. conduct peFioaic program progr~ss reViews. These. reviews. wiUfi39usontheextent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthly Proaress Reports By the fifth (5lh) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Relioious Proselvtizino or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (Hi) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDSG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counteroarts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 I warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinqs Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bemardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs. salary and expenses of the City Attomey and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. /11/ 1/1/ 1/1/ 1/1/ 1//1 1//1 /11/ 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Libreria Del Pueblo BY:~~ Fred Wilson, City Manager City of San Bemardino ?:J . -, A. ;,a. By: /;';f,v/U. () . d' ~ Executive Director ATTEST: BY:~~ ,/;}.~ Rac I Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Larine's Learning Academy TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services.. ...... .......... .... ... ...... ...... ..... ..... ....... .... .......... ... ......... ..... ..... ........ .............. ........ ..... 1 2. Time of Perfonnance........................................................................................................................ 1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action.............................................................................................................................. 2 6. Discrimination ...................................................................................... .............. ...............................3 7. Accounting ................................................................................................. ....................................... 3 8. Budget Section .................................................................................................................................3 9. Non-Expendable Property................................................................................................... ........ ..... 3 10. Expendable Personal Property ............................ ............................................................................. 3 11. Purchase or Lease of Non-Expendable Property or Equipment......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requiremenl....................................................................................................4 14. Joint Funding.................................. .................................................................... ............... ............... 5 15. Notices.............................................................................................................................................. 5 16. Assignment....................................................................................................................................... 5 17. Tennination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets........................ ............................................................................ ....... ............... 7 20. Fiscal Limitations.......................... ......................................................................... ...... .....................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interes!................ ........................ ...................... ............................................................. 1 0 25. Budget Modifications ......................................................................................................................10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor.. .............................. ....................................... .......................... ......... ........ 11 28. Amendments; Variations ........................................ .................. .......................... .... ........................ 11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipmenl..........................................................................................12 31. Program Monitoring ....... ......................................... .......................... ......... ..................................... 12 32. Monthly Progress Reports ................................. ....... ....................................... ............................... 12 33. Use of Funds ..................................................................................................................................13 34. Reli~lousProselylizing or Political Activities ..................................................................................13 35. Atfdils...........,...........................L....................................................................................................14 36. Counterparts ................. .... .......... .......... ................ .............. .......... ..... ........ ............. ....... ............ ......14 37. Status of the Subrecipient..............................................................................................................14 38. Legal Proceedings........... .............................................. .......... ..................... ......... ..... ............... ..... 15 39. Exhibits.......... ............................................... ............................................. ....... ......... .............. ....... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Lorine's Learning Academy, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Compensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fourteen Thousand Dollars and 00/100 ($14,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,166.66 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the tinal disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or Equipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Requirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such st~telTlent shall reflect the name and adescription of such project, the dollar a..,."'......,,"~ ' . ,"'r-te' ,""-<'I.i.... .... _:.n~."~~.....i..,.ll_.,,~'- "".'_. ~'-,.""""'. '!~:~," ,'f."."; :~t~~~~tr~"\i~i'i~~fttilil"f~~~i; .jjidtlA~" . :<<tiiMPf' ." Subrecipient. shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundina For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Asha A. Mwamba Lorine's Learning Academy 702 West 16th Street San Bernardino, CA 92405 16. Assianment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proaram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately retumed to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revIsIon made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attomeys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all Califomia statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day p!'lriods. The SUbrecipienlshillUfumlsh certlfied~~ies()f all policiesandet\l:l~tiTe~t~t() the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budaet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Po Il"La\tttttfle amouht of com~eI1S~llQh Subject to ot tiMet tAis Agreemeht; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Indeoendent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Prooram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each client served. The Qirector or his/her designee will conduct periodic program progress reviews. ThesereviewswillfocusQn th~extehtto which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (Hi) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. 1/1/ 1/1/ /III /III /III 1/1/ 1/1/ 15 r . ----------, IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Lorine's Learning Academy By: &i~ a- J Fred Wilson, City Manager City of San Bernardino ~~ By: />/ xe utive Director ATTEST: By:~~k.~ Racti Clark, City Clerk Approved as to Form: J enman, City Attorney 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Los Padrinos TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1. Scope of Services............................................................................................................................. 1 2. Time of Performance ........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action.............................................................................................................................. 2 6. Discrimination ....................... ............................................................................................................3 7. Accounting ................... ...................................................................................... ............................... 3 8. Budget Section ....... .......................................................................................................................... 3 9. Non-Expendable Property ............ ................ .... .... .................. ................ .... .......... ....... ...... ...............3 10. Expendable Personal Property. ..................... ..... ... ..... ........................... .......... ... .............................. 3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation...................... ................... .... ..... ...... ....... .......... ..... .... .............. .............4 13. Revenue Disclosure Requirement....................................................................................................4 14. Joint Funding.............. ........................... ............ .......................... ............. '" ................. ....................5 15. Notices.. ....... ........ ....... .................. ......... ................... ... .... ..... ...... ................. ........... ............ ..............5 16. Assignment.......................................................................................................................................5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ............................................................................... ................................................ 7 19. Reversion of Assets... ................................................................. .................................... ............ ...... 7 20. Fiscal Limitations....... ...................... ........... ................................... .......... ................ ..... .................... 7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requ irements ....................................................................................................... ...........8 24. Conflict of Interest.................... ............... ........................................................................................10 25. Budget Modifications. ................. .................................................................................................... 10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor.. ............... .............................. ................................................................... 11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipmenl..........................................................................................12 31. Program Monitoring ..................................................... ...................................................................12 32. Monthly Progress Reports...... ....................... ........ ........... ...... ........... .......... ..... .............................. 12 33. Use of Funds ..................................................................................................................................13 34..Reli~ioUs Proselytizing or Political Activities ..................................................................................13 31l. Audits....... ....,...... ......-.. .................;.. .....;... ........... ........... .......................... ........ ............. ....... :....... ..... 14 36. Counterparts ...... ...... ........... .... .,.... .......... ...... ....,.. ...... ........... ...... ........ ..... ........... .......,..,............. .... 14- 37. Status of the Subrecipient ....................................................................................................,.........14 38. Legal Proceedings. ........................ ................... ....... ...... ........... ...... ..... ................. ........ .................. 15 39. Exhibits ...... ............................ .......................... .............. ........ .......... ................... ..... ..... ...... ............ 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project ActivitylDescription Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 151 day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Los Padrinos, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the SUbrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1 . Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Sixty Two Thousand, Four Hundred Ninety One Dollars and 00/100 ($62,491) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bemardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $5,207.58 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Propertv or Equipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Requirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amount offundlryg~rQ\ll.<iled,<or to be provided,bye~c~.a?g~V~!J'liI~v!;lr!l~~~1 agency to e..chsuCfit:lfii!~cl or business. activity,al'!€t~~~lllil'<\lrtt~~~~~<ilI~ of each such governmental agency. During the term of t/lisAgteement, the Subrecipient. shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with govemmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundino For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Max Alonso Los Padrinos 445 S Arrowhead Avenue San Bernardino, CA 92408 16. Assionment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, discontinuation or substantial reduction in HUD CDBG funding for the 5 Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to promote the well-being of citizens and aid in reducing crime, blight and 6 unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) ofthis Agreement. 18. Proaram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no event, however, shall any revision made by the City affect expenditures and 7 legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification, and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subreeipient shall fumish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed sUbgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not a~ter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments; Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acquisition of Supplies and Equipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. ProQram Monitorino The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the . form of which is attached hereto as Exhibit "7" and incorporated herein by this reference, for each client served. The Director or his/her designee will conduct periodic program progress reviews. These reviews will. focus on the extent.to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proqress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Direct Benefit Form, in the form of which is attached hereto as Exhibit "g" and titled "Monthly Accomplishment" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 1----- and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bemardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. /1/1 1111 /1/1 1111 /1/1 1111 1111 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Los Padrinos By: ~ .-::> Fred Wilson, City Manager City of San Bernardino itYdf~ By: Executive Director ATTEST: BY:~ );,.~ Rac el Clark, CIty Clerk Approved as to Form: {M6;1kJ 16 , CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Mary's Mercy Center TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1. Scope of Services.............................................................................................................................1 2. Time of Performance........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action ..............................................................................................................................2 6. Discrimination ... ...................... ............... ...........................................................................................3 7. Accounting .................... ................... ................................................................................................. 3 8. Budget Section ................................................................................................................................. 3 g. Non-Expendable Property................................................................................................................ 3 10. Expendable Personal Property ......................................................................................................... 3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement....................................................................................................4 14. Joint Funding.............................................................................. ............................... ........ ...............5 15. Notices....................................................... ...................................................... .................................5 16. Assignment....................................................................................................................................... 5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets................................................................... .......................................................7 20. Fiscal Limitations................... ..................................................................................... ......................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interest........................................................................................................................... 1 0 25. Budget Modifications . .................................................................. ........... ........................................10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor.................................................................................................................. 11 28. Amendments; Variations .................... ............................................................... .............................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment ..........................................................................................12 31. Program Monitoring ........... .................... ........................................... .............................................. 12 32. Monthly Progress Reports ................................... ................................... ........................................12 33. Use of Funds ..................................................................................................................................13 34. Religious Proselytizing or Political Activities ............................,.....................................................13 35. Audits............................,. .................. .......... ..,.......... ........... ....,....................................................... 14 36. Counterparts.......... ........................................................................... ........................ ......... ,. ........... 14 37. Status of the Subrecipient ..............................................................................................................14 38. Legal Proceedings.......................................................................................................................... 15 39. Exhibits.................................................... ............................................... .................. ...................... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Mary's Mercy Center, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 3. Compensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Sixteen Thousand Dollars and 00/100 ($16,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,333.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountina The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budaet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable ProperlY or Equipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipienl's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Requirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amol.lntof funcjin~pr~vjd~d, Or to be pr(jvi~~..bY7a~h 1i!.~f#V~ry g(jvf#rn!);1~n~1 ageAcy toe.aoh suohproject or businessaQtjVity, ~J'l(;j.t~e 'VII name anm ad~(~s of each such governmental agency. During the term Of this. Agreement, the Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipienl's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundinq For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Adrienne Schubert Mary's Mercy Center PO Box 7563 San Bernardino, CA 92411 16. Assiqnment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (i1) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day P!3riods. The Subte<:ipient sftallftltniSI'i OEtl'tified~l1ie$ cJf:a1l policiesandendol"$elifiel1lstd the City and Agency, evidencing the insUrance coverage. above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgranteeslsubcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budoet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. De nQta!tettne amount Clf compensation subject to oTund~tthls Agreement; . d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the ,Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. II 30. Acauisition of Supplies and Eauioment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each client served. The Director or his/her designee will conduct periodic program progress rel/iews. These reviews will focus on the extent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5111) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDSG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees. for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. 1/11 1111 1111 1/11 1/11 11/1 1/11 15 . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Mary's Mercy Center By: W~ J Fred Wilson, City Manager City of San Bernardino By: ~ ..L/...LI- Executive Director ATTEST: BY:~fo1. ~ Rac el Clark, City Clerk Approved as to Form: 16 . ~ "T CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And New House, Incorporated TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1. Scope of Services.............................................................................................................................1 2. Time of Performance........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action..... .................................................................. ....... ........................ ............ ............ 2 6. Discrimination ............ ....................................................................................................................... 3 7. Accounting ....... ................................................................................................................................. 3 8. Budget Section .......... ............................................................ ........................................................... 3 9. Non-Expendable Property ................................................................................................................ 3 10. Expendable Personal Property...................................................... ........ ................................... ........3 11. Purchase or Lease of Non-Expendable Property or EquipmenL....................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requiremenl....................................................................................................4 14. Joint Funding..................................................... .......................... ................. ....................... ............. 5 15. Notices............................................. ........................................... ......................................................5 16. Assignment....................................................................................................................................... 5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ........................ ....................................................................................................... 7 19. Reversion of Assets....... ................................................................................................................... 7 20. Fiscal Limitations........................................... ........................................................ ..... ......... ..... ........ 7 21. Use of Funds for Entertainment, Meals or Gifts...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.......................................................................................................... ........8 24. Conflict of Interest...................... ................................................................................... ..... ............ 10 25. Budget Modifications ........................................................ .... .......................................................... 1 0 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor .......... ................................... ............................................... ...................... 11 28. Amendments; Variations .............................. ........................:...:.....................................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipmenl..........................................................................................12 31. Program Monitoring ........... ............................ .................................................................................12 32. Monthly Progress Reports ..............................................................................................................12 33. Use of Funds ..................................................................................................................................13 34. Rell~ipusProselytizing or Political Activities ..................................................................................13 35. AtItl1tS..........,... .......... ..................... ................. ........... .......... ............... ............ ...... ....,....... ....... ....... 14 36. Couilterparts.... .....,........,................ ..., ....,. ............ ............... ...... ...................., ,.................... .......,. ..14- :l7. Status of the Subrecipient..............................................................................................................14 38. Legal Proceedings...................... ............... .............................. ......... ................... ........................... 15 39. Exhibits ...........................................................................................................................................15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv. 2007. by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and New House, Inc., hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Sub recipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1,2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fifteen Thousand Dollars and 00/100 ($15,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,250.00 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly eXPenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventoiy shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall refl~ct the name and a description of such project, the dOllar a ,Jal!. .-'<ti:'\ ;ii1iif~E!fi~v.itj'&l:lht' ...... .... '. '. ........ .'<., ...' . Subrecipient. shalf prepare and file a similar Written statEl\'neilt slich time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundina For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Karen Stanfield New House, Incorporated 2075 North Arrowhead Avenue San Bernardino, CA 92405 16. Assianment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of hislher intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subreclpient shall furnish certified cOpies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - whicll will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such moClifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compehSation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acquisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. ProQram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each client served. The Direct()r or his/her designee will conduct periodic program progress reviews. . These reviews will focus. on the extent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthly ProQress Reports By the fifth (5111) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Sub recipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. 1111 11/1 1/11 1/11 /1/1 1111 1/11 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT New House, Incorporated By: ~'_~ ~ Fred Wilson, City Manager City of San Bernardino By: C~7~~ Executi'dEl Director ATTEST: BY:~/.1.~ Ra el Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Operation Grace TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services............................................................................................................................. 1 2. Time of Perfonnance ........................................................................................................................ 1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action.............................................................................................................................. 2 6. Discrimination .................... ............................................................................................................... 3 7. Accounting ............................ ............................................................................................................ 3 8. Budget Section ................................................................................................................................. 3 9. Non-Expendable Property...... ....... .... ......... ..................... ....... ........ ......... .................... ............... ...... 3 10. Expendable Personal Property............. ........................... ........... ...................................................... 3 11. Purchase or lease of Non-Expendable Property or Equipmenl......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement....................................................................................................4 14. Joint Funding.............................. ....... ... ............... .., ...................... ...... .............. ....... ............ .............5 15. Notices. ...... ..................................... .............. ........... ................... ..... .................................. ............... 5 16. Assignment....................................................................................................................................... 5 17. Termination and Termination Costs .................................................................. ............................... 5 18. Program Income ........................................................................................................................ ....... 7 19. Reversion of Assets.............................. ............. ........................ ....... ................................................7 20. Fiscal limitations ..... ........ ......... .... ......................... ........................ ....... ..... .......................................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interest........................... ................. .... .......................................... ................................. 1 0 25. Budget Modifications ......................................................................................................................10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor...................................... ............................................................................ 11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines ....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ........................................................................................................................12 32. Monthly Progress Reports.. ....................... ..... ... ...... .......... ................. ................ ............................ 12 33. Use of Funds ..................................................................................................................................13 34. ReliQioUs ProSelytizing or Political Activities .................................................................................. 13 $$. Audits..............................................................................................................................................14 :lli. Counterparts ........ .... .... ."..... .... .... ......... ......".......... ..:......... ......... ............ ........ .............. .................14 37. Status of the Subrecipient ..............................................................................................................14 38. Legal Proceedings..... .... ... ............. ........... ........... ..... ....... ........... ...... .... ............ ............ ......... ......... 15 39. Exhibits ............................................................... .......... ... .... ... ........ ....................... ............ ..... ........ 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of July, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the .City" and Operation Grace, hereinafter referred to as the .Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1 . Scooe of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Ten Thousand Dollars and 00/100 ($10,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $833.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Property A record shall be maintained by the Subrecipient for each item of non expendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property haying a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non.expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Property Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Propertv or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar am"'H"'ot, ....a. -, .c;:!l,,' ":"';"~~~~~',T';" /', _<Jr:,-,~:'_>"""'" 0'. a~ijj~~tm)~ of eEi(jhsudh'!il'ovet~ffl~11 Subrecipient' shalf prepare and file a similar written statemeht each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundinq For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Jessica Alexander Operation Grace 1595 East Art Townsend Drive San Bernardino, CA 92408 16. Assiqnment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Sub recipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attomeys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipierit shall furnish certified copies of all policies arid endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acquisition of Supplies and Equipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. ProQram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members fumish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this ref~rel'1ce., for each client served. The Director or his/her designee ~iIIconduct peri()dic program progress reviews. These reviewS will focus .01'1 the extent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthly Proaress Reports By the fifth (5111) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Sub recipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 r I and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Sub recipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 1--. warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leoal Proceedinos Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. 1111 111/ 11/1 111/ 111/ 11/1 11/1 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Operation Grace By: (J..fet- ? Fred Wilson, City Manager City of San Bernardino ATTEST: By:~kC~ Rac el Clark, City Clerk Approved as to Form: ")0 nman, City Attorney 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Option House, Incorporated TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services.......... ..... ...... ........ ........ ............. ................ ..... ..... ......... ........ ....... ..... ..... ... ............ 1 2. Time of Performance... ... .... ...... ............. .... ....... ......... ...... ....... ........... ..... ...... ..... ........ ......... .., ...... ..... 1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affirmative Action.. .... ...... ....... ........ ........ ............ .... ............ ....... ........ ...................... ..... ..................... 2 6. Discrimination .......... ............................................... ........ .... .... ........................... ...... ........... ......... .....3 7. Accounting.. ...... ........... .... ............................................. ... ........ ........... ............. .................... ......... .... 3 8. Budget Section .. ............ ....... ......... .... ....... ............... ....... ...... ................ ......... ..................... ..............3 9. Non-Expendable Property. ....... .......... ...... .... .................... ........ ......... ......... ............... ....................... 3 10. Expendable Personal Property.... ....... ........... .... ..... ...................................... ....................................3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation....... .......... .......... ....... ................... ......... ..... ....... .... ..... ................. ..... .... 4 13. Revenue Disclosure Requirement......... ... .... ......... .... ................ .... .... ....... ... .................... ........... ...... 4 14. Joint Funding.............. .... .... ....... ......... ....... ........ ..... .,. .................... ..... ....... ......... .......... ....................5 15. Notices.... .................. .......... .... ............................................................. .............. ....... ..................... ... 5 16. Assignment.. ................. ............................... .......... ...................... ................................................ .....5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ............................................................................... ................................................ 7 19. Reversion of Assets..... ......... ............ ........... ...... ............... ................ ................................................ 7 20. Fiscal Limitations..... .., ... .... ....... ...... ... .... ...... ................................ ....... ..... ................. ................ ........ 7 21. Use of Funds for Entertainment, Meals or Gitls...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements......... .........._............................... ................ ...............................................8 24. Conflict of Interest...... ............... _............................................. ....... .... ............................................. 1 0 25. Budget Modifications.. ................................................ ...... ....................................... ........ ............... 10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor..... ... ......... _... .................................... .... .................................. ................... 11 28. Amendments; Variations..................................... .......................... ............................................-.... 11 29. Purchase and Invoice Deadlines....................................................................................-.-........-.... 11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ..................................... .................... ........................................................ ....... 12 32. Monthly Progress Reports............ ........................ ......... .................. .......... ......... ........ .................... 12 33. Use of Funds ..................................................................................................................................13 34. ReligiQusPrQS.Ellytizing or Political Activities ..................................................................................13 35. Audlt$;;........;............ ...................... ..;. ............... ... ....................... .............. ....... .............. ............. ..... 14 36. Counterj)&I'Is....................................;;..............................................;..............................................14 37. Status of the $ubrecipient ..............................................................................................................14 38. Legal Proceedings ..... ........... ............. ....... ..................... ......... ........................ ............ .................... 15 39. Exhibits........ .......... ......... ... ............................. ....... ...... .... ..................... .............. ... ........ .... ...... ....... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project ActivitylDescription Budget Summary (pages 1 and 2) Budget Justification - (ServiceISupplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv. 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Option House, Incorporated, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Sixteen Thousand Dollars and 00/100 ($16,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bemardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,333.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and retum reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountino The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budoet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or Eauipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar' ~~~~~. . ~~~~.:....., of eliitlhsOl:hlill:Jve" Subrecipient shall prepare and file a similar wtitten statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The SUbrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundina For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Velda Griffin Option House, Incorporated PO Box 970 San Bernardino, CA 92402 16. Assianment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17 . Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (Hi) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proaram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Reauirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 I . Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The SubteCipieht shall furnish certified copies of all policieS and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the SubreCipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the SubreCipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations goveming conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budoet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the arnount of cornpensation subject to or under this Agreernent; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 25. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (50) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this refere1we, for each client served. The Director or his/her designee will conduct pefi(jdic prograM progress reviews. These .revie~S w~lIfocu$ On theel(tent to which the planned program has been implem~ntedand measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress RepOrts By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliaious Proselvtizina or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDSG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counteroarts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the SubreciDient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal ProceedinQs Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has property filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. 1111 1111 1/1/ //1/ 1/1/ 1/1/ 1//1 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Option House, Incorporated By: &.'~ J Fred Wilson, City Manager City of San Bernardino Executive Director ATTEST: By:~h.~ Rach Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And People's Choice TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1 . Scope of Services ... ....... .......... ......... ... ..... ...... ... ..... ...... ....... ..... ...................... ...... ...... ... ..... ...... ........ 1 2. Time of Perfonnance ........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action.............................................................................................................................. 2 6. Discrimination ................................................................................................................................... 3 7. Accounting ........................................................................................................................................ 3 8. Budget Section .................................................................................................................................3 9. Non-Expendable Property ................... ........................ ...... ........ ............... .................. ......................3 10. Expendable Personal Property ........ ....................................... .... .... ........................... ....................... 3 11. Purchase or Lease of Non-Expendable Property or Equipmenl......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requiremenl....................................................................................................4 14. Joint Funding .................... ....... ..................................................................................... ..... ...............5 15. Notices......... .................................................................... ...................... ...........................................5 16. Assignment.......................................................................................................................................5 17. Tennination and Termination Costs .................................................................................................5 18. Program Income ................................................................... ............................................................ 7 19. Reversion of Assets............................ .................... .......................................................................... 7 20. Fiscal Limitations ................... ................................................. ............................... ........ .......... .........7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements..........................,....................................................................................... 8 24. Conflict of Interesl.......................................................................... ................................................. 1 0 25. Budget Modifications ......................................................................................................................10 26. Time of Perfonnance Modifications................................................................................................11 27. Independent Contractor.................................................................................................................. 11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment...............................................,..........................................12 31. Program Monitoring ..... ............... .......... ..................................................................... .............,....... 12 32. Monthly Progress Reports ..............................................................................................................12 33. Use of Funds ..................................................................................................................................13 343i3:Rellgj()USflfoselytizing. or Political Activities ..................................................................................13 3$.~:-~;r;~ti$:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::~: 37. Status of the Subrecipient.................:............................................................................................14 38. Legal Proceedings ..........................................................................................................................15 39. Exhibits........ ........ ............................................ .'......... ................ .... .......................... ........ .............. 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and People's Choice, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scooe of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Compensation and Method of Pavment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Ten Thousand Dollars and 00/100 ($10,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $833.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, pOlicies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountina The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budaet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or EQuipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. ChanQes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure ReQuirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar =:rit;.i11h:, ......,.. . . ofea6hstich~'Q\teMfff~nl~"a~. . ". . ..' . Subrecipient. shall prepare and tile a similar written statement eacl1tir'he it receives funding from any govemmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundina For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Anita Jones People's Choice PO Box 7808 San Bernardino, CA 92411 16. Assianment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately retumed to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attomeys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $S,OOO must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The SUbtecipient shall furnish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "S" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. iO 1- 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. ACQuisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUO, and the City, to assure proper accounting for all COBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members fumish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this ref~rElnce,. f9r each client served. The. Dir~ctor or.histh,r designee Will.. condQct perit>dicprogram progress reviews. . These. review$wil1focus em the extent t9 which the planned program has been implemented and measurable goats achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for el'lch client serveq. The [?irectqr or. his/her designee will conduct peliotl/c program p~gress reviews. TheserElviewswill foctlson the extent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5111) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counteroarts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bemardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits 1/1/ /11/ 1/1/ 1/1/ 111/ /11/ 1/1/ The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. 15 I r IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day. and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT People's Choice BY:ju ~ Fred Wilson, City Manager City of San Bernardino ~ ATTEST: By:~h.~ Rache Clark, City Clerk Approved as to Form: {~ man, City Attorney 16 CDBG SUBRECIPIENT AGREEMENT {Public Services Program} between THE CITY OF SAN BERNARDINO And San Bernardino Sexual Assault Services, Inc. TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services.............................................................................................................................1 2. Time of Perfonnance........................................................................................................................ 1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action..............................................................................................................................2 6. Discrimination ...................................................................................................................................3 7. Accounting ........................................................................................................................................3 8. Budget Section .................................................................................................................................3 9. Non-Expendable Property ............................ ............... .......... ............................. ..............................3 10. Expendable Personal Property............................... .............. ......................... ...... .............................3 11. Purchase or Lease of Non-Expendable Property or Equipment......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement....................................................................................................4 14. Joint Funding................................................................................... .................................. ...............5 15. Notices ..............................................................................................................................................5 16. Assignment....................... ............... ................................................................................................. 5 17. Termination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets.............................................................. ........................................ .................... 7 20. Fiscal Limitations........................ ..... .................................. ...............................................................7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interest........................................................................................................................... 1 0 25. Budget Modifications ........................................................................... ...........................................10 26. Time of Performance Modifications................................................................................................11 27. Independent Contractor.................................................................................................................. 11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring .................................... ...................................................... ................... ........... 12 32. Monthly Progress Reports .............................................................................................. ................ 12 33. Use of Funds ..................................................................................................................................13 34, ReljlliousProselylizing orPolitical Activities ..................................................................................13 $5. Audits..........,................................................................................................................................... 14 36. COullterparts.......... ........,.............. ............. ....... ......... ............... .......,. ........ ....... ....................... ....... 14 37. Status of the Subrecipient ..............................................................................................................14 38. Legal Proceedings.................................................................................... ...................................... 15 39. Exhibits............................................................................................................................... ............ 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 151 day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the .City" and San Bernardino Sexual Assault Services, Inc., hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scooe of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 3. Compensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Sixteen Thousand Dollars and 00/100 ($16,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready." The Redevelopment Agency of the City of San Bemardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,333.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and retum reimbursement requests not properly and/or completely submitted. 4. Compliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountinq The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budqet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Property A record shall be maintained by the Subrecipient for each item of non expendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Property Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Expendable Property or EQuipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the BUdget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. ChanQes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure ReQuirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar ~!iA~~~f~lf1i" . . "i.~f~'7.~i . . J@! :~t~'~U~h~I5\1~rAl11et#a'l;~t~~. .p\jo .' tlli~~tfflpf .'. '. i.. ii.. Subrecipient shall prepare and file a similar written statement each time it receives funding from any govemmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundina For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Candy Stallings San Bernardino Sexual Assault Services, Inc. 444 North Arrowhead Avenue, Suite 101 San Bernardino, CA 92401 16. Assianment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDSG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDSG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1 ,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipient shall furnish certified copies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations goveming conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations goveming conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed sUbgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "7" and incorporated herein by this refer~flce, f()r each cli~nt served. The Directoror~I$!t:I~r,~@'lij~.m~~~ilICQ~~148t periodicprogtam progre$.srevlews. Ttlese revje.wa\\!ll!f~~$.~mt~.~~elilt>t~ which the planned program has been implemeritedarid .measurablegdals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Direct Benefit Form, in the form of which is attached hereto as Exhibit "9" and titled "Monthly Accomplishment" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Relioious Proselvtizino or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (iI) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (Hi) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDSG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal Proceedinas Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. /III /III /III /III /III 1/11 1/1/ 15 . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT San Bernardino Sexual Assault Services BY:~ Fred Wilson, City Manager City of San Bernardino .~ ! By: Executive Dir ATTEST: BY:~/..1.~ Rac el Clark, City Clerk Approved as to Form: 16 " CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And San Bernardino YMCA TABLE OF CONTENTS OPERATIVE PROVISIONS ..........................................................................................................................1 1. Scope of Services.............................................................................................................................1 2. Time of Perlonnance ............... ........ ................. .... ..... ......................... ...... ............... ....... .............. .... 1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action..............................................................................................................................2 6. Discrimination ...................................................................................................................................3 7. Accounting ........................................................................................................................................ 3 8. Budget Section .................................................................................................................................3 9. Non-Expendable Property............. ................................................................................... ................3 10. Expendable Personal Property...... ............................ .................. ............. ................ ........................3 11. Purchase or Lease of Non-Expendable Property or Equipment......................................................4 12. Changes in Grant A1location...............~.............................................................................................4 13. Revenue Disclosure Requirement.................................................................................................... 4 14. Joint Funding............................ .......... .......................... ..... ......................... .............. ........ ................5 15. Notices......... ...... ................................. ............................................................ .................................. 5 16. Assignment....................................................................................................................................... 5 17. Tennination and Termination Costs .................................................................................................5 18. Program Income ........................ ....................................................................................................... 7 19. Reversion of Assets..........................................................................................................................7 20. Fiscal Limitations............ .......... .... .............................. .... .................... ..... ............. ............ .......... ...... 7 21. Use of Funds for Entertainment, Meals or Gifts ...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements.................................................................................................................. 8 24. Conflict of Interest................................................................................................................... ........ 1 0 25. Budget Modifications ...................................................................................................................... 1 0 26. Time of Perfonnance Modifications ................................................................................................11 27. Independent Contractor.. ................................................................................................................ 11 28. Amendments; Variations ................................................................................................................11 29. Purchase and Invoice Deadlines ....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ............... .................................. ................................................... .................... 12 32. Monthly Progress Reports..............................................................................................................12 33. Use of Funds ..................................................................................................................................13 ~. ReHgiousProselylizinll or politic<!1 Activities..................................................................................13 ail. Aujjj~............................,..........;...................................................................................................... 14 :l6. Counterparts.. .......... ......,,;... ........ ........... ... ........ ...... ........... .............. .............. ....... ........ .......... .......14- 37. Status of the Subrecipient ..............................................................................................................14 38. Legal Proceedings..........................................................................................................................15 39. Exhibits ........................................................................................................................................... 15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and San Bernardino YMCA, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scope of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 3. Comoensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Fourteen Thousand Dollars and 00/100 ($14,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 COBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "6" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUO regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,166.66 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUO COBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountino The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budoet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Noli-Expendable Property or Equipment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be property identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanqes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Requirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar a!lJ\1~,\'l!llt.~ff; .!Jlf;:;~~JP,f;~ "'!$~:~Ii\~' ~/Il~tJj / ........ ..... ....:,. ...... ..... '. .,~: of'. eact\sdthgl!lv~jiA~(Jfjfijlal~~Y.' D\:liii'lg' tJiietijfl'tjOf' . . .... ." .'. Subrecipient shall prepare and file a similar written statement each time it receives funding from any governmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundino For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Darrell Black San Bernardino YMCA 808 East 21st Street San Bernardino, CA 92404 16. Assionment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Prooram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately returned to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attomeys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Requirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods. The Subrecipiehtsl1all furnish certifiedoopies of all policies and endorsements to the City and Agency, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall fumish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budqet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Do not alter the amount of compensation subject to or under this Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as flgents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorina The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of. confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference,. for each client served. The Director or his/oerdeslgnee will conduot periodic program progress reviews. These revie\ijswi11Jl)COs Qn the extent to which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliqious Proselvtizinq or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar tenns only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confinn misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counteroarts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecioient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal ProceedinQs Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bemardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or his/her designee has reviewed and approved the form and content of each exhibit. 1/1/ 1/1/ 1/1/ 1/1/ 1/1/ 1/1/ 1/1/ 15 . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT San Bernardino YMCA BY:~~ Fred Wilson, City Manager City of San Bernardino IL~ By: Executive Director ATTEST: By:~b.~ Rac I Clark, City Clerk Approved as to Form: 16 CDBG SUBRECIPIENT AGREEMENT (Public Services Program) between THE CITY OF SAN BERNARDINO And Time for Change Foundation TABLE OF CONTENTS OPERATIVE PROVISIONS .......................................................................................................................... 1 1. Scope of Services.............................................................................................................................1 2. Time of Perfonnance ........................................................................................................................1 3. Compensation and Method of Payment...........................................................................................2 4. Compliance with Laws and Assurances...........................................................................................2 5. Affinnative Action..............................................................................................................................2 6. Discrimination ...................................................................................................................................3 7. Accounting ................................................................... .....................................................................3 8. Budget Section .......................................................... .......................................................................3 9. Non-Expendable Property..... .... .... ........... ................ ..... ............. ........... ............... ....... ..................... 3 10. Expendable Personal Property ....... ........ ....... ......... ...... ............................ ....... ... .......... ....................3 11. Purchase or Lease of Non-Expendable Property or Equipment ......................................................4 12. Changes in Grant Allocation.............................................................................................................4 13. Revenue Disclosure Requirement.................................................................................................... 4 14. Joint Funding.... ............. ...... .... .... ........ ........... ............. .... .,. .................... ... .............. .......... ...............5 15. Notices.................................................... ...... ....... ................................................... ... ............ ........... 5 16. Assignment....................................................................................................................................... 5 17. Tennination and Termination Costs .................................................................................................5 18. Program Income ............................................................................................................................... 7 19. Reversion of Assets........ .... ........................................................ ................. ..................... ................ 7 20. Fiscal Limitations............. ..... ........ ......... ....... ... .............. ....... ........ ........... ................. .......... ...... ........7 21. Use of Funds for Entertainment, Meals or Gifts...............................................................................8 22. Release, Indemnification, and Hold Harmless .................................................................................8 23. Insurance Requirements...................................................................................................... ............8 24. Conftict of Interest........................................................................................................................... 10 25. Budget Modifications ............... .............................. .......................................... ............................... 1 0 26. Time of Performance Modifications ............................................................................................. ...11 27. Independent Contractor....................................................... ........................................................... 11 28. Amendments; Variations ..... .................... .......... .................................. ................................... ........11 29. Purchase and Invoice Deadlines....................................................................................................11 30. Acquisition of Supplies and Equipment..........................................................................................12 31. Program Monitoring ....... .................. ............................. ................ .................................................. 12 32. Monthly Progress Reports ................................... ....................................................... .................... 12 33. Use of Funds ..................................................................................................................................13 34. ReUgiQuSProsely1izing or Political Activiti"s ..................................................................................13 3$. AullitS.... ................ ....;... .... ............................u..... ....... ...... ................ ....... .................. ..................... 14 36. Counterparts.. ..... ......... ........... ...........,... ............... ... .......... ...... ............... ............ ........... ........ ...........14 37. Status of the Subrecipient ..............................................................................................................14 38. Legal Proceedings ..........................................................................................................................15 39. Exhibits ...........................................................................................................................................15 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 Project Activity/Description Budget Summary (pages 1 and 2) Budget Justification - (Service/Supplies) Request for Reimbursement Insurance Requirements Income Qualification Statement Monthly Accomplishment Form l , I Community Development Block Grant Public Services Subrecipient Agreement FY 07/08 This Agreement is entered into this 1st day of Julv, 2007, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as the "City" and Time for Change Foundation, hereinafter referred to as the "Subrecipient." WITNESSETH WHEREAS, the City has entered into a contract with the United States of America through its Department of Housing and Urban Development (HUD) to execute the City's Community Development Block Grant (CDBG) Program under the Housing and Community Development Act of 1974, as amended, hereinafter called the "Act;" and WHEREAS, the City and the Subrecipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Subrecipient recognize that the project herein is eligible under HUD regulations; and WHEREAS, the City and the Subrecipient desire to cooperate in the implementation of the program by reason of experience, preparation, organization, staffing, and facilities to provide services for the benefit of low- and moderate-income persons. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Scooe of Services The Subrecipient shall perform all the services described in the Project Description and Scope of Services set forth on Exhibit "1" to this Agreement a copy of which is attached hereto and incorporated herein by this reference. 2. Time of Performance Said services of the Subrecipient are to commence on July 1, 2007, and shall be completed no later than June 30, 2008. 1 IU 3. Comoensation and Method of Payment For performance of such services, the City shall pay the Subrecipient an amount of money not to exceed Sixteen Thousand Dollars and 00/100 ($16,000) which the Mayor and Common Council approved as part of the Fiscal Year 2007/2008 CDBG budget. Said payment shall constitute full and complete compensation for performance by the Subrecipient of the Services under this Agreement. Method of payment shall be in the form of a Request for Reimbursement in accordance with the terms and conditions set forth on Exhibit "4" to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. All Requests for Reimbursement shall be submitted on a monthly basis in accordance with HUD regulations "Audit Ready." The Redevelopment Agency of the City of San Bernardino (the "Agency") on behalf of the City, will reimburse the Subrecipient one-twelfth (1/12) of the total allocation or $1,333.33 monthly beginning the month of July 2007. Verifiable supporting documentation of expenditures for services rendered, plus proof of payment all acceptable to the City in the sole discretion of the City shall be submitted prior to any payment by the City to the Subrecipient. Supporting statements shall give the total of said monthly expenses and shall also itemize the same in detail conforming to the Budget Summary set forth on Exhibit "2". After timely receipt of each supporting statement, the City will draw a warrant within thirty (30) days in favor of the Subrecipient for the total amount of the Request for Reimbursement approved by the City. The City will reject and return reimbursement requests not properly and/or completely submitted. 4. Comoliance with Laws and Assurances The Subrecipient hereby assures and certifies that it has complied and will continue to comply with the Act and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies and guidelines, including, without limitation, the Act; Title 24, Code of Federal Regulations, Part 85; Title 24, Code of Regulations, Part 570; and U.S. Office of Management and Budget Circulars applicable including, without limitation, A-87, A-95, A-110, A-122 and A-128. 5. Affirmative Action The Subrecipient shall make every effort to ensure that all projects funded wholly or in part by HUD CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, the Subrecipient shall make every effort to employ residents of the area and shall keep a record of the positions that have been created directly or as a result of this program. 2 6. Discrimination No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 7. Accountina The Subrecipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. 8. Budaet Section No more than the amounts specified in the Budget Justification set forth on Exhibit "3", shall be spent for the separate cost categories specified in Budget Summary set forth on Exhibit 2, without prior written approval of the Executive Director (the "Director") of the Agency, the Administrator of the CDBG Program, or his/her Designee. 9. Non-Expendable Propertv A record shall be maintained by the Subrecipient for each item of nonexpendable property acquired for this program with HUD CDBG funds. This record shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. Non-expendable property means tangible personal property having a useful life of more than one (1) year and an acquisition cost of Three Hundred Dollars ($300.00) or more per unit. The Subrecipient shall not purchase or agree to purchase non-expendable property without the prior written approval from the Director or his/her designee. Upon completion or early termination of this Agreement, the City reserves the right to determine the final disposition of said non-expendable property acquired for this program and HUD CDBG funds in compliance with applicable laws and regulations. Said disposition may include, but is not limited to, the City taking possession of said non-expendable property. 10. Expendable Personal Propertv Expendable personal property refers to all tangible personal property other than non-expendable personal property. The Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Three Hundred Dollars ($300.00) or more per unit without the prior written approval of the Director or his/her designee. 3 11. Purchase or Lease of Non-Exoendable Prooertv or Eauioment The Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Three Hundred Dollars ($300.00) in unit value as approved in the Budget set forth on Exhibit "2", Budget Summary. The Subrecipient shall purchase or lease from the lowest responsive and responsible bidder. All equipment that has a purchase or lease price of over Fifty Dollars ($50.00) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by the Subrecipient. This inventory shall be provided to the City as well as being available for inspection and audit upon reasonable notice by the City at the request of the City. 12. Chanaes in Grant Allocation The City reserves the right to reduce the grant allocation when the City's fiscal monitoring indicates that the Subrecipient's rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with the Subrecipient. Such changes shall be incorporated into this Agreement by written amendments. 13. Revenue Disclosure Reauirement By its execution of this Agreement, the Subrecipient certifies that it has previously filed with the Agency, a written statement listing all revenue received, or expected to be received, by the Subrecipient from federal, state, city and county, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by the Subrecipient in conducting current or prospective projects or business activities, including, but not limited to, the project or business activity which is the subject of this Agreement. Such statement shall reflect the name and a description of such project, the dollar amount of funding provided, or to be provided, by each and every governmental agency to each such project or business activity, and the full name and address of each such governmental agency. During the term of this Agreement, the Subrecipient shall prepare and file a similar written statement each time it receives funding from any govemmental agency which is additional to that revenue disclosed in the Subrecipient's initial revenue disclosure statement hereunder. Such statement shall be filed with the Agency, within fifteen (15) calendar days following receipt of such additional funding. The Subrecipient shall make available for inspection and audit by the City's and Agency's representatives, upon request, at any time or times during the duration of this Agreement and during a period of five (5) years thereafter, all of its books and records relating to the operation by it of each project or business activity which is funded in whole or in part with governmental monies, whether or not such monies are received through the City. All such books and records shall be maintained by 4 the Subrecipient at their designated business location. Failure to comply with the requirements of this section of the Agreement shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate, or suspend this Agreement. 14. Joint Fundinq For programs in which there are sources of funds from the private sector in addition to HUD CDBG funds, the Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by the Subrecipient which are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total program regardless of funding sources. 15. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: Economic Development Agency Attn.: Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 To the Subrecipient: Kim Carter Time for Change Foundation 2130 North Arrowhead Avenue, Suite 104B & C San Bernardino, CA 92405 16. Assiqnment This Agreement is not assignable by the Subrecipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Subrecipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon which the City may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 17. Termination and Termination Costs (a) This Agreement may be terminated at any time by any party upon giving its thirty (30) day notice in writing to the other party. The Director or his/her designee is hereby empowered to give said notice, subject to ratification by the Mayor and Common Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, 5 discontinuation or substantial reduction in HUD CDBG funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if the Subrecipient materially fails to comply with any term of this Agreement, or the award the subject of this Agreement, whether stated in a federal statute or regulation, an assurance, in a state plan or obligation, a notice of award, or elsewhere, the awarding agency or city may take anyone or more of the following actions, as appropriate in the circumstances: (i) Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; (ii) Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; (iii) Wholly or partly suspend or terminate the current award for the City's or the Subrecipient's program; (iv) Withhold further awards for the Program; or (v) Take other remedies that may be legally available. Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with Title 24, Code of Federal Regulations, Part 85.44. (b) Costs of the Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless the City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if: (i) The costs result from obligations which were properly incurred by the Subrecipient before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii) The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (c) All subrecipients receiving CDBG funds will be required to cooperate and work in collaboration with City departments, to include but not limited to: Police Department, Fire Department and Code Compliance in an effort to 6 promote the well-being of citizens and aid in reducing crime, blight and unsafe conditions. Also, subrecipients may be required from time to time to attend meetings to be held at the Agency. Failure to cooperate may result in the termination of this Agreement in accordance with Section 17. Termination and Termination Costs, Recital (a) of this Agreement. 18. Proqram Income Any and all program income (as defined at Title 24, Code of Federal Regulations, Part 570.500(a)) received by the Subrecipient during the term of this Agreement shall be immediately retumed to the City. Any and all program income on hand with the Subrecipient at the time of the expiration of this Agreement, or received by the Subrecipient after the expiration of this Agreement, shall be paid to the City pursuant to the provisions of paragraph 19 of this Agreement. 19. Reversion of Assets Upon the expiration or termination of this Agreement, for any reason whatsoever, the Subrecipient shall forthwith transfer to the City, any CDBG funds on hand at the time of such expiration or termination and any accounts receivable attributable to the use of CDBG funds including, without limitation, program income. Further, any real property under the control of the Subrecipient that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 shall either be: (a) used to meet one of the national objectives set forth in Title 24, Code of Regulations, Section 570.208, or any successor statute, until five (5) years after the expiration or termination of this Agreement, or for such longer period of time as determined to be appropriate by the City in its sole discretion; or (b) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of real property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, such real property. 20. Fiscal Limitations HUD may in the future place programmatic or fiscallimitation(s) on CDBG funds not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, the City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit the Subrecipient's authority to commit and spend funds. Where HUD has directed or requested the City to implement a reduction in funding, with respect to funding for this Agreement, the Director or his/her designee may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The Director or his/her designee may act for the City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to the Subrecipient of his/her intention to so act. In no 7 event, however, shall any revision made by the City affect expenditures and legally binding commitments made by the Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. 21. Use of Funds for Entertainment. Meals or Gifts The Subrecipient certifies and agrees that it shall not use funds provided through this Agreement to pay for entertainment, meals, or gifts. 22. Release. Indemnification. and Hold Harmless The Subrecipient shall defend (if requested by the City and the Agency), release, indemnify and hold the City and Agency, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the Subrecipient, its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City and Agency on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Subrecipient, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The Subrecipient, however, is obligated to promptly notify the City and Agency in writing of any such loss or damage. 23. Insurance Reauirements The Subrecipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: a. Statutory Worker's Compensation Insurance. The Subrecipient shall require the carriers of this coverage to waive all rights of subrogation against the City and Agency, their officers, volunteers, employees, contractors and subcontractors. The Subrecipient shall maintain all California statutory requirements of $1,000,000 limit. b. Comprehensive General and Automobile Liability Insurance. The Subrecipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000); and automobile liability insurance for owned, hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. 8 Additional insured shall be listed as: The City and Agency, their officers, officials, attorneys, agents, employees and volunteers. c. Other Requirements and Acceptable Proof of Insurance. 1. All insurance coverage must be maintained throughout the duration of this Agreement. 2. Insurance companies must have an A.M. Best Rating of B+VII or better. 3. Policy deductibles must be stated for each coverage. Deductibles greater than $5,000 must include a letter of credit. 4. Acceptable Proof of Insurance: a. ACCORD Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City and Agency. NOTE: Insurance binders are only valid for 30 days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) dayp.~riol'ls. The SObretipieot shallftll'nis/1 ~rtifi(Jdt;Qt1li(Jsof all polieiesatid endo~~tfi1en'tstd the City and Agency, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) day prior written notice to the City and Agency, and shall maintain such insurance from the time the Subrecipient commences performance of services hereunder, until the completion of such services. An "Insurance Inventory" in the form of which is attached hereto as Exhibit "5" and incorporated herein by this reference, shall be completed by the Subrecipient and approved by the City and Agency prior to the commencement of performance of services hereunder. 9 ,--- All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and Agency, and their officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 24. Conflict of Interest The Subrecipient, its agents and employees shall comply with all applicable federal, state, county and city laws and regulations governing conflict of interest. To this end, the Subrecipient will make available or shall provide copies of all applicable federal, state, county and city laws and regulations governing conflict of interest, to its agents and employees, and shall furnish to the City and Agency, prior to execution of this Agreement, a written list of all current or proposed subgrantees/subcontractors, vendors, and personal service providers, including subsidiaries. This list may be limited to those subgrantees/subcontractors, vendors or personal service providers, including subsidiaries - which will receive Ten Thousand Dollars ($10,000) or more during the term of this Agreement. Such list shall include the names, addresses, telephone numbers and identification of principal parties and description of services to be provided. During term of this Agreement, the Subrecipient shall notify the City and Agency in writing of any change in the list within fifteen (15) days of any change. 25. Budoet Modifications The City may grant budget modifications to this Agreement for the movement of funds within the budget categories identified in Exhibit "2" when such modifications: a. Do not exceed $10,000 per budget cost category; b. Are specifically requested by the City; c. Oe not aJt~t~fi~ a'~()Unf of compensation slllJj~Gt teQt t:(~<<~t .tf:1is Agreement; d. Will not change the project goals or scope of services;. e. Are in the best interests of the City and the Subrecipient in performing the scope of services under this Agreement; and f. Related to salaries, are in accordance with applicable salary ordinances or laws. 10 26. Time of Performance Modifications The City may grant time of performance modifications to this Agreement when such modifications: a. In aggregate do not exceed twelve (12) calendar months; b. Are specifically requested by the City; c. Will not change the project goals or scope of services; d. Are in the best interest of the City and the Subrecipient in performing the scope of services under this Agreement; and e. Do not alter the amount of compensation under this Agreement. 27. Independent Contractor The parties hereto in the performance of this Agreement will be acting in the independent capacity and not as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the agent or employees of the other party for any purpose whatsoever. 28. Amendments: Variations This writing with attachments, embodies the whole of the Agreement of the parties hereto. There are no oral Agreements not contained herein. Except as herein provided, addition or variation of the terms of this Agreement shall not be valid unless made in the form of a written amendment to this Agreement formally approved and executed by all parties. 29. Purchase and Invoice Deadlines Purchase of equipment and property, other than supplies, shall be completed before the last three (3) months of the Agreement period and all equipment bills are to be paid before the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. The Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices which have not been received by the Agency within sixty (60) days after the Agreement termination date shall not be honored. Exceptions to these limitations require prior written approval by the City and Agency, or its designee. 11 30. Acauisition of Supplies and Eauipment Following approval by the City for necessary supplies and equipment for Agreement performance, the Subrecipient may purchase from a related agency/organization only if: (a) Prior authorization is obtained in writing from the City; (b) No more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by the City; (c) A community related benefit is derived from such the Subrecipient related acquisition; and (d) No conflict of interest or private gain accrues to the Subrecipient or its employees, agents or officers. 31. Proaram Monitorinq The City will monitor the Subrecipient in the performance of this Agreement. The Subrecipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by HUD, and the City, to assure proper accounting for all CDBG funds authorized under this Agreement. The Subrecipient will permit on-site inspection by the City and Agency and HUD representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and HUD, may be relevant to a question of compliance with contractual conditions and HUD directives, or the effectiveness, legality, and achievements of the program. All the Subrecipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate federal agencies. The Subrecipient will maintain a copy of the Income Qualification Statement in the form of which is attached hereto as Exhibit "6" and incorporated herein by this reference, for each cli~nt serveq. The Director or his/her designee will conduct periodic program. progress reviews. These. reviews will focus on ttleextentto which the planned program has been implemented and measurable goals achieved, the effectiveness of program management, and the impact of the program. 32. Monthlv Proaress Reports By the fifth (5th) day of each month, the Subrecipient shall submit a Monthly Status Report on the progress of the program to the Agency. This report shall conform to the HUD Monthly Accomplishment Form in the form of which is attached hereto as Exhibit "7" and incorporated herein by this reference. Totals should reflect monthly and cumulative data of all persons/households assisted under this Agreement. A supporting narrative will also be required, that 12 I . measurable terms, the accomplishments and activities attained during the reporting month by the Subrecipient in meeting the goals described in Exhibit "1" during the reporting month. 33. Use of Funds Funds allocated pursuant to this Agreement shall be used exclusively for costs included in the Subrecipient's program budget. Agreement funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non-program activities. All bank accounts for the Subrecipient shall be non-interest bearing. 34. Reliaious Proselvtizina or Political Activities The Subrecipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds, pursuant to Title 1 of the Housing and Community Development Act of 1974, as amended, and provided the Subrecipient is and has qualified to participate in this Agreement as a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization, the Subrecipient: a. Represents that it is not, or may not be deemed to be, a religious or denominational institution or organization or an organization operated for religious purposes which is supervised or controlled by or in connection with a religious or denominational institution or organization; b. Agrees that, in connection with such public services: (i) It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; (ii) It will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; (iii) It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, 13 and exert no other religious influence in the provision of such public services; (iv) The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Subrecipient and in which the public services are to be provided; provided that, minor repairs may be made if such repairs (1) are directly related to the public services, (2) are located in a structure used exclusively for non-religious purposes, and (3) constitute in dollar terms only a minor portion of the CDBG expenditure for the public services. 35. Audits The Subrecipient is required to arrange for an independent financial and compliance audit annually for each fiscal year Federal funds are received under this Agreement. An audit may also be conducted by Federal, State, or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days of completion. Within thirty (30) days of the submittal of audit report, the Subrecipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and Agency, and its authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Subrecipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Subrecipient's program. If indications of misappropriation or misapplication of the funds of this Agreement cause the City to require a special audit, the cost will be encumbered and deducted from this Agreement budget. Should the special audit confirm misappropriation or misapplication of funds, the Subrecipient shall reimburse the City. 36. Counterparts This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 37. Status of the Subrecipient This Agreement shall not become effective until such time as the Director or his/her Designee submits to the Subrecipient written notice that the Subrecipient is an eligible Subrecipient ("Eligible Subrecipient") as defined in Title 24, Code of Federal Regulations, Section 570.204(c). The Subrecipient represents and 14 warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event the Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify the City in writing of such lapse of qualification. 38. Leaal ProceedinQs Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the parties, it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and Agency shall be considered as "legal fees" for the purposes of this paragraph. 39. Exhibits 1/1/ 11// 11// 11// //1/ 11// 11/1 The Exhibits to this Agreement, one (1) through (7) are an integral part of this agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Subrecipient has properly filled out and fully executed each exhibit to this Agreement, as required, and the Director or hislher designee has reviewed and approved the form and content of each exhibit. 15 r . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF SAN BERNARDINO, a municipal corporation SUBRECIPIENT Time for Change Foundation By: ~.~ Fred Wilson, City Manager City of San Bernardino I ()...V VJ' . ATTEST: BY:~ h.~ Rac el Clark, City Clerk Approved as to Form: 10 nman, City Attorney 16