Loading...
HomeMy WebLinkAboutAGR-7862.0.A4 - THE FRIENDLY CENTER, INC. - CDBG GRANT SUB-RECIPIENTDocusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B pFO ti, `° v°R' rFa4G U 16 er cmieai AGR-7862. O.A`' Li FY 2026-27 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SUBRECIPIENT AGREEMENT THIS COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SUBRECIPIENT AGREEMENT ("Agreement") is entered into as of July 1, 2026 (the "Effective Date"), by and between the CITY OF ORANGE, a municipal corporation ("CITY"), and THE FRIENDLY CENTER,INC.,a California nonprofit corporation("SUBRECIPIENT"),with reference to the following: RECITALS WHEREAS, CITY receives Community Development Block Grant("CDBG") funding from the United States Department of Housing and Urban Development("HUD")under Grant Number B- 26-MC-06-0507; and WHEREAS, the CDBG Program is listed in the Catalog of Federal Domestic Assistance CFDA")under CFDA Number 14.218; and WHEREAS, pursuant to the provisions of California Government Code Section 53703, the City Council of CITY desires to grant a portion of the CDBG funds allocated to CITY by HUD Subgrant") to SUBRECIPIENT for the purpose of the Friendly Mart as set forth in CITY'S FY 2026-27 Annual Action Plan, and as more particularly described in Attachment"A" attached hereto and made a part hereof by this reference(the"Program"). WHEREAS, SUBRECIPIENT has provided Attachment "A" that describes in appropriate detail the Program consisting of the following components: a. The Program's name,description, and location; b. The scope of work to be accomplished under this Agreement; c. The Program's performance and expenditure schedule; and d. A budget detailing specific costs by category (i.e., Personnel Services, Miscellaneous Program Costs, and Capital Outlay/Construction Costs). This Agreement shall be used exclusively for the purpose of implementing the Program described in Attachment"A"; and WHEREAS, a total Subgrant of$19,204.00 was approved by the City Council on May 12, 2026, and through the adoption of CITY'S FY 2026-27 budget; and Docusign Envelope ID 665E 147C-A00C-8FFA-8256-A5719B 12114B WHEREAS, SUBRECIPIENT agrees to expend the Subgrant within a time period not exceeding twelve(12)consecutive months following the Effective Date of this Agreement. Extension of this time period is at the discretion of CITY and may only be granted by mutual consent of both parties in writing; and WHEREAS, SUBRECIPIENT is a California nonprofit corporation, duly organized and in good standing under the laws of the State of California; and WHEREAS, SUBRECIPIENT represents that it has the organization, facilities and personnel to carry out the Program in accordance with the purpose of this Agreement. NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: 1. USE OF FUNDS a. SUBRECIPIENT shall use all funds provided pursuant to this Agreement exclusively for the purpose of implementing its approved Program as described in Attachment A„ b. No funds provided by CITY under this Agreement to SUBRECIPIENT shall be used for any political activity whatsoever or for any other purpose. c. SUBRECIPIENT shall use monies received under this Agreement in strict conformity with applicable provisions of the CDBG Program regulations issued by HUD and found at 24 Code of Federal Regulations ("CFR"), Subtitle B, Chapter V, Subchapter C, Part 570 ("CDBG Regulations") and as further specified in other parts of this Agreement. All services provided hereunder shall conform to all Federal, State and local laws,rules and regulations. 2. SUSPENSION AND TERMINATION In accordance with the requirements of the CDBG Regulations and 2 CFR,Subtitle A,Chapter II, Part 200 and other applicable provisions of this Agreement, CITY, acting through its City Manager,may,in its sole discretion,suspend or terminate this Agreement if SUBRECIPIENT materially fails to comply with any term or provision of this Agreement. Upon receipt of notice,SUBRECIPIENT shall immediately cease the rendition of services and the expenditure of any funds,unless the notice provides otherwise. 3. TIME OF COMPLETION SUBRECIPIENT shall commence the work or services provided for in this Agreement immediately after execution hereof and to diligently prosecute completion of the work within FY 2026-27. Page 2 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B 4. REVERSION OF ASSETS a. Upon the earlier to occur of termination of this Agreement or within five (5) CITY business days following the end of FY 2026-27, SUBRECIPIENT shall transfer to CITY any undisbursed funds or accounts receivable attributable to the use of CDBG funds; and b. As provided for in 24 CFR Section 570.503 of the CDBG Regulations, any real property acquired or improved in whole or in part with CDBG funds in excess of 25,000 must either: i.Continue to be used to meet one of the national objectives as set forth in 24 CFR Section 570.208 of the CDBG Regulations for at least five(5)years from the expiration of the term of this Agreement; or ii. Be disposed of so as to reimburse CITY at the full fair market value of the property, less any portion thereof that is attributable to any non-CDBG funds contributed to the acquisition or improvement. This provision shall expire and lapse upon the fifth anniversary of the expiration of the term of this Agreement. 5. PROGRAM INCOME Any income earned by SUBRECIPIENT as a result of the CDBG-funded Program must be returned to CITY within thirty(30)days of its receipt. 6. GRANT ADMINISTRATION AND OTHER PROGRAM REQUIREMENTS By its signature below,SUBRECIPIENT shall comply with all of the requirements of Subpart J of the CDBG Regulations and to adhere to all applicable grant administration requirements established therein. To the extent not required under the regulatory references cited above,SUBRECIPIENT shall maintain all Program administration and financial records that CITY is obligated to maintain by HUD by virtue of its status as a subrecipient of CDBG funds under 24 CFR Section 570.506 of the CDBG Regulations. SUBRECIPIENT shall comply with the provisions of Subpart K of the CDBG Regulations that are applicable to the Program approved under this Agreement. SUBRECIPIENT shall comply with all requirements of the Office of Management and Budget OMB") guidance on Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(2 CFR Part 200). SUBRECIPIENT shall obtain and maintain an active Unique Entity Identifier ("UEI") and active registration in the System for Award Management("SAM.gov")for the duration of this Agreement. CITY shall not execute this Agreement or process reimbursement requests until SUBRECIPIENT has provided a valid UEI number to CITY. Failure to maintain an active Page 3 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B UEI and SAM.gov registration may result in suspension of payments, termination of this Agreement, or other remedies permitted under applicable law. SUBRECIPIENT shall comply with the provisions of 24 CFR, Subtitle B, Chapter I, Subchapter B, Part 75, Economic Opportunities for Low and Very Low Income Persons that are applicable to the Program approved under this Agreement. SUBRECIPIENT shall comply with the provisions of the "Notice of Outcome Performance Measurement System for Community Planning and Development Formula Grant Programs." 7. PAYMENT a. Consideration: CITY shall pay to SUBRECIPIENT as consideration for the services to be performed under this Agreement, an amount not to exceed the amount of the Subgrant, which shall be used in accordance with the Program performance schedule set forth in Attachment "A" hereto. If the number of Program beneficiaries served during the billing period in question is less than the number of Program beneficiaries estimated to be served by SUBRECIPIENT in Attachment "A", CITY reserves the right to disburse an amount based upon a pro rata calculation involving the number of Program beneficiaries served and the total number of Program beneficiaries estimated to be served by SUBRECIPIENT in Attachment"A." b. Requests for Payment: SUBRECIPIENT shall submit to CITY on forms provided by CITY,CDBG Nonprofit Agency Payment Requests under this Agreement not more frequently than monthly. Such requests shall reflect expenditures incurred after the Effective Date of this Agreement. Only expenditures incurred from said date through June 30,2027,shall be considered by CITY for payment. SUBRECIPIENT acknowledges that no costs incurred prior to the Effective Date of this Agreement shall be eligible for reimbursement, regardless of whether such costs relate to the approved Program. c. Eligible Costs and Reimbursement Limitations: Only costs that are reasonable, necessary, allowable, and directly related to the implementation of the approved Program shall be eligible for reimbursement under this Agreement.All costs must comply with applicable CDBG regulations,2 CFR Part 200, and the approved Program budget contained in Attachment"A." Costs incurred prior to the Effective Date of this Agreement shall not be eligible for reimbursement. Costs incurred outside the approved term of the Agreement or outside the approved scope of work shall likewise be ineligible unless otherwise authorized in writing by CITY. Page 4 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B The following costs are expressly ineligible unless specifically approved in writing by CITY and permitted under applicable federal regulations: i.Entertainment expenses; ii. Lobbying activities; iii. Fines or penalties; iv. Costs unrelated to the approved Program; v. Expenses lacking sufficient supporting documentation; and vi. Any other costs determined by CITY or HUD to be unallowable under applicable federal regulations. d. Documentation of Requests for Payment: CITY reserves the right to disallow and require repayment of any expenditure determined by CITY or HUD to be ineligible,unsupported,unreasonable,or otherwise noncompliant with applicable federal requirements or this Agreement. All Requests for Payment shall be accompanied by the following supporting documentation: i.Verification of all items for which payment is being requested(e.g., copies of receipts,invoices,payroll records and canceled checks paid for Program costs); and ii. A budget status report showing the line-item budget, previously submitted expense(s),the expense(s)for which reimbursement is sought,and the balance of each line item; and iii. Verification of the number of Program beneficiaries served during the billing period including CITY and non-CITY residents. e. CITY shall review each completed Payment Request and agrees to pay all such requests as quickly as practicable, generally within thirty days after CITY deems a Payment Request to be complete. f.When the purpose of this Agreement includes construction activities, SUBRECIPIENT shall receive payment upon CITY'S receipt and verification of payroll forms and other Federal compliance documentation submitted by the construction contractor retained under contract by SUBRECIPIENT. SUBRECIPIENT shall not pay its contractor prior to CITY'S verification and approval of submitted documentation. Page 5 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B g. As required by the 2 CFR Part 200 and required by 24 CFR Section 570.502 of the CDBG Regulations, SUBRECIPIENT shall notify CITY in writing of all personnel authorized to submit Payment Requests and receive reimbursement checks. All Payment Requests shall be signed by SUBRECIPIENT'S corporate officer,Executive Director,or designee who is authorized in writing to sign in the absence,or on behalf, of the corporate officer or Executive Director. 8. RECORD-KEEPING REQUIREMENTS a. SUBRECIPIENT shall maintain, on a current basis, detailed financial and Program management records including electronic records and digital documentation as specified by CITY pursuant to the provisions of 24 CFR Sections 570.502 (b) and 570.506 of the CDBG Regulations and in accordance with generally accepted accounting principles and standards. b. The Program shall meet the National Objective of benefiting Low and Moderate Income persons in the limited clientele category pursuant to 24 CFR Section 570.208(a)(2)(i)(B) of the CDBG Regulations, under which SUBRECIPIENT is obligated to require information on family size and income so that it is evident that at least 51 percent of the clientele are persons whose family income does not exceed the Low and Moderate Income Limits published by HUD. c. SUBRECIPIENT shall maintain detailed records in a format prescribed by CITY to demonstrate compliance with the CDBG Regulations. Said records shall include a description of the benefit provided, the total number of Program beneficiaries, and demographic data for each beneficiary including, but not limited to: household size; annual gross household income; income category (i.e., Extremely Low, Low, Moderate, or Above Moderate); household type (i.e., Elderly, Family, or Disabled); Ethnicity; Race and Female Head of Household designation, if applicable. d. For Programs in which participant income eligibility is determined through self- certification, SUBRECIPIENT shall implement an income verification sampling procedure acceptable to CITY. SUBRECIPIENT shall obtain and maintain supporting source documentation sufficient to verify household income for no less than twenty percent (20%) of Program participants whose eligibility is determined through self- certification. Verification documentation may include, but is not limited to, pay stubs, benefit statements, employer verifications, or other third-party income documentation acceptable to CITY. The sample selection methodology shall be documented and consistently applied. All verification records shall be maintained in participant files and made available to CITY or HUD upon request. CITY reserves the right to require additional income verification documentation or increase the sampling percentage based on monitoring results, risk assessment, program type, or HUD guidance. Page 6 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B e. All records pertaining to the Program subject to this Agreement shall be maintained by SUBRECIPIENT for a period of six (6) years from the Effective Date of this Agreement or from the date of earlier termination of this Agreement,unless otherwise directed by CITY. f.SUBRECIPIENT shall cooperate with CITY monitoring activities, including desk reviews, on-site monitoring visits, file reviews, interviews, and requests for documentation necessary to evaluate compliance with federal requirements and performance under this Agreement. g. SUBRECIPIENT shall make available for inspection to authorized CITY and HUD personnel, SUBRECIPIENT'S Records pertaining to the Program and allow those personnel to inspect and monitor its facilities and Program operations, including the interview of SUBRECIPIENT'S staff and Program participants as required to enable CITY and HUD officials to fulfill their obligations to ensure compliance with all applicable laws and regulations. h. SUBRECIPIENT acknowledges that records and documents related to the Program and this Agreement may be subject to disclosure pursuant to the California Public Records Act(Government Code Section 7920.000 et seq.) and other applicable laws. SUBRECIPIENT shall cooperate with CITY in the production of records requested by authorized parties,provided that CITY shall determine, in its sole discretion,whether any requested records are exempt from disclosure under applicable law. 9. CONFIDENTIALITY AND DATA SECURITY SUBRECIPIENT shall maintain the confidentiality and security of all records and information obtained in connection with the Program, including but not limited to participant income information, demographic data, addresses, disability information, and any other personally identifiable information("PII"). SUBRECIPIENT shall implement reasonable administrative, technical, and physical safeguards to protect confidential information from unauthorized access, disclosure, misuse, alteration, or destruction. Access to participant records shall be limited to authorized personnel with a legitimate business need related to administration of the Program. SUBRECIPIENT shall comply with all applicable federal,State,and local laws regarding confidentiality and protection of records. In the event of any unauthorized disclosure, data breach, or loss of confidential information related to the Program, SUBRECIPIENT shall promptly notify CITY and cooperate fully in any required response or corrective action. 10. REPORTING REQUIREMENTS a. SUBRECIPIENT shall submit a Quarterly Performance Report to CITY in a format as prescribed by CITY on the status of the Program and evidence of compliance with HUD regulations no later than the 15th day of each October, January, April, and July Page 7 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B during the term of this Agreement. If any of those dates fall on a Saturday, Sunday or other day on which CITY is not generally open for business, then the submittal date for such Quarterly Performance Report shall be extended to the next following CITY business day. b. Said reports shall at a minimum provide sufficient information to assess performance against the specifications included in Attachment"A." Information shall include,but not be limited to,the beneficiary statistics specified in Section 8 of this Agreement. c. SUBRECIPIENT shall submit a cumulative FY 2026-27 Annual Summary Report no later than July 15, 2027. The Annual Report shall include cumulative beneficiary statistics and accomplishments from July 1, 2026, through June 30, 2027, and the status of the Program as of June 30, 2027. d. Reports, beneficiary data, and reimbursement requests shall be submitted through CITY'S designated reporting system,currently Neighborly Software,unless otherwise directed by CITY. 11. CONFLICT OF INTEREST No member, officer, or employee of SUBRECIPIENT, or its designees or agents, who exercises any functions or responsibility with respect to SUBRECIPIENT during their tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any contract or subcontract,or the proceeds thereof,for work to be performed in connection with the Subgrant of funds made under this Agreement. SUBRECIPIENT shall incorporate, or cause to be incorporated,in all subcontracts a provision prohibiting such interest pursuant to the purposes of this Section 11.Exceptions to this provision may only be granted by HUD upon the written request of SUBRECIPIENT submitted to CITY. 12. ANTI-DISCRIMINATION PROVISIONS a. SUBRECIPIENT shall not employ discriminatory practices in providing services, employment of personnel, or in any other respect on the basis of race, color,religion, sex, national origin, handicap or familial status, as more specifically set forth in 24 CFR Section 570.607 of the CDBG Regulations. During the performance of this Agreement, SUBRECIPIENT agrees as follows: i.SUBRECIPIENT shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, handicap or familial status. SUBRECIPIENT shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, handicap or familial status. Such action shall include, but not be limited to the following: employment, promotion, demotion or transfer; recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. SUBRECIPIENT shall post in conspicuous places, available to employees and applicants for Page 8 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B employment,notices to be provided by the contracting officer setting forth the provision of this nondiscrimination clause. ii. SUBRECIPIENT shall in all solicitations or advertisements for employees placed by or on behalf of SUBRECIPIENT, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex,national origin,handicap or familial status. iii. SUBRECIPIENT shall send to each labor union or representative of workers with which it has a collective bargaining Agreement or other contract or understanding, a notice to be provided by the Contract Compliance Officer advising said labor union or workers' representatives of SUBRECIPIENT'S commitment under this Section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. iv. SUBRECIPIENT shall comply with all provisions of Executive Order 11246 of September 24, 1965,and of the rules,regulations and relevant orders of the Secretary of Labor. v. SUBRECIPIENT shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to its books, records, and accounts by the Department of Labor and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations,and orders. vi. In the event of SUBRECIPIENT'S noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules,regulations,or orders,this Agreement may be canceled, terminated or suspended in whole or in part and SUBRECIPIENT may be declared ineligible for further government contracts or Federally-assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or by rule, regulation,or order of the Secretary of Labor,or as otherwise provided by law. vii. SUBRECIPIENT shall include the portion of the sentence immediately preceding Subsection (i) and the provisions of Subsections (i) through (vi) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions shall be binding upon each subcontractor or vendor. SUBRECIPIENT shall take such actions with respect to any subcontract or purchase order as CITY may direct as a means of enforcing such provisions, including sanctions for noncompliance. b. SUBRECIPIENT shall refrain from entering into any subcontract subject to Executive Order 11246 of September 24, 1965, with a subcontractor debarred from, or who has not demonstrated eligibility for government contracts and Federally-assisted construction contracts pursuant to said Executive Order and shall carry out such Page 9 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B sanctions and penalties for violations of the equal opportunity clause as may be imposed upon contractors and subcontractors by the United States Department of Labor or Secretary of Labor pursuant to Part II, Subpart D of said Executive Order. In addition, SUBRECIPIENT agrees that, if it fails or refuses to comply with these undertakings, CITY may take any or all of the following actions: cancel,terminate or suspend in whole or in part the Subgrant and this Agreement; refrain from extending any further assistance to SUBRECIPIENT under the CDBG Program with respect to which the failure or refusal occurred until satisfactory assurance of the future compliance has been received from such SUBRECIPIENT; and refer the case to the United States Department of Justice for appropriate legal proceedings. 13. FEDERAL LABOR STANDARDS SUBRECIPIENT and all subcontractors engaged by SUBRECIPIENT under contracts in excess of$2,000 for the construction, completion or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with HUD requirements pertaining to such contracts and the applicable requirements of the regulations of the United States Department of Labor under 29 CFR Parts 3, 5 and 5a, governing the payment of wages and the ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under such regulations are imposed by State or local law, nothing hereunder is intended to relieve SUBRECIPIENT of its obligations, if any, to require payment of the higher rates. SUBRECIPIENT shall cause or require to be inserted in full,in all such contracts subject to such regulations and provisions meeting the requirements of the Federal Labor Standards. In order to ensure compliance with said standards, SUBRECIPIENT shall obtain necessary specifications from an authorized representative of the Community Development Department of CITY prior to soliciting bids for said construction. No award of the contracts covered under this Section of the Agreement shall be made to any contractor who is at the time ineligible under the provisions of any applicable regulations of the United States Department of Labor to receive an award of such contract. 14. SECTION 3 REQUIREMENTS This Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968(12 USC 1701u),as amended,the HUD regulations issued pursuant thereto at 24 CFR, Subtitle B, Chapter I, Subchapter B, Part 75, and any applicable rules and orders of HUD issued thereunder prior to the HUD authorization of the Funding Approval. SUBRECIPIENT shall cause or require said Section 3 requirements to be inserted in full in all subcontracts for work financed in whole or in part with assistance provided under this Agreement as follows: a. The work performed under this Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended [12 U.S.C. 1701u Section 3")]. The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted Program covered by Section 3,shall,to the greatest extent feasible,be directed to Low and Very Low Income persons, particularly persons who are recipients of HUD assistance for housing. Page 10 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B b. The parties to this Agreement shall comply with HUD regulations in 24 CFR, Subtitle B, Chapter I, Subchapter B, Part 75, which implement Section 3. As evidenced by their execution of this Agreement, the parties to this Agreement certify that they are under no contractual or other impediment that would prevent them from complying with the regulations set forth in 24 CFR, Subtitle B, Chapter I, Subchapter B, Part 75. c. The contractor shall send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 requirements and shall post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. d. The contractor shall include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR, Subtitle B, Chapter I, Subchapter B, Part 75 and shall take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR, Subtitle B, Chapter I, Subchapter B, Part 75. The contractor shall not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Subtitle B, Chapter I, Subchapter B,Part 75. e. The contractor shall certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR, Subtitle B, Chapter I, Subchapter B, Part 75 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR, Subtitle B, Chapter I, Subchapter B,Part 75. f.Noncompliance with HUD'S regulations in 24 CFR,Subtitle B,Chapter I, Subchapter B, Part 75 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 15. FLOOD DISASTER PROTECTION This Agreement is subject to the requirements of the Flood Disaster Protection Act of 1973 P.L. 93-234). No portion of the assistance provided under this Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by the Secretary of HUD as having special flood hazards which is located in a community not then in compliance with the requirements for participation in the National Flood Insurance Program pursuant to Section 201(d)of said Act;and the use of any assistance provided under this Agreement for such acquisition or construction in such identified areas in Page 11 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B communities then participating in the National Flood Insurance Program shall be subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act. 16. LEAD-BASED PAINT This Agreement is subject to requirements of the Lead-Based Paint Poisoning Prevention Act 42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856), and 24 CFR Part 35 In compliance with said regulations, SUBRECIPIENT shall with respect to SUBRECIPIENT'S property or any property to be acquired or improved by SUBRECIPIENT under this Agreement: a. Notify occupants about the existence of these hazards so that they can take proper precautions; b. Identify lead-based paint hazards; and c. Control lead-based paint hazards to limit lead exposure to residents. 17. COMPLIANCE WITH AIR AND WATER ACTS This Agreement is subject to the requirements of the Clean Air Act, as amended (42 U.S.C. 1857 et seq.), the Federal Water Pollution Control Act, as amended(33 U.S.C. 1251 et seq.), and the regulations of the Environmental Protection Agency("EPA")with respect thereto, at 40 CFR Part 15,as amended from time to time. In compliance with said regulations, SUBRECIPIENT shall cause or require to be inserted in full in all contracts and subcontracts with respect to any non-exempt transaction thereunder funded with assistance provided under this Agreement, the following requirements: a. A stipulation by the contractor or subcontractor that any facility to be utilized in the performance of any non-exempt contract or subcontract is not listed on the List of Violating Facilities issued by the EPA pursuant to 40 CFR 15.20. b. Agreement by the contractor to comply with all the requirements of Section 114 of the Clean Air Act,as amended(42 U.S.C. 1857c-8)and Section 308 of the Federal Water Pollution Control Act, as amended (33 U.S.C. 1318), relating to inspection, monitoring,entry,reports,and information,as well as all other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. c. A stipulation that as a condition for the award of the contract, prompt notice shall be given of any notification received from the Director,Office of Federal Activities,EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. Page 12 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B 18. ARCHITECTURAL BARRIERS ACT AND AMERICANS WITH DISABILITIES ACT The Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) requires certain Federal and Federally funded buildings and other facilities to be designed, constructed, or altered in accordance with standards that ensure accessibility to, and use by, physically handicapped people. A building or facility designed, constructed or altered with funds allocated or reallocated under this part after December 11, 1995 and that meets the definition of residential structure"as defined in 24 CFR 40.2 or the definition of"building"as defined in 41 CFR 101-19.602(a)is subject to the requirements of the Architectural Barriers Act of 1968 42 U.S.C. 4151-4157) and shall comply with the Uniform Federal Accessibility Standards Appendix A to 24 CFR Part 40 for residential structures, and Appendix A to 41 CFR Part 101-19, subpart 101-19.6, for general type buildings). The Americans with Disabilities Act (42 U.S.C. 12131; 47 U.S.C. 155.201, 218 and 225) ADA") provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodations, State and local government services, and telecommunications. It further provides that discrimination includes a failure to design and construct facilities for first occupancy after January 26, 1993, that are readily accessible to and usable by individuals with disabilities. Further, the ADA requires the removal of architectural barriers and communication barriers that are structural in nature in existing facilities, where such removal is readily achievable—that is, easily accomplishable and able to be carried out without much difficulty or expense. 19. INDEMNIFICATION AND INSURANCE a. SUBRECIPIENT shall indemnify, protect, defend and hold harmless CITY, its officers, agents and employees from and against any and all claims, losses, liabilities, damages, obligations, demands, litigation, judgments, suits, proceedings, costs, disbursements or expenses, including without limitation, attorneys' and experts' fees and disbursements,of any kind or of any nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against CITY and arising out of or resulting from this Agreement, caused in whole or in part by any negligent act or omission of SUBRECIPIENT, its employees, representatives, subcontractors, or anyone for whom SUBRECIPIENT is legally liable in connection with the performance of this Agreement. Without limiting SUBRECIPIENT'S indemnification, SUBRECIPIENT shall maintain in force at all times during the performance of this Agreement a policy or policies of insurance covering its operations. Certificates evidencing the maintenance of SUBRECIPIENT'S insurance coverage shall be filed with CITY and approved by the City Attorney on or before the Effective Date of this Agreement, and CITY shall be given notice in writing at least thirty (30) days in advance of cancellation of any policy, except in the event of non- payment of premium, in which case ten (10) days' notice will be acceptable. CITY shall not execute this Agreement until all required insurance certificates and endorsements have been received and approved by CITY. Page 13 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B121146 General Liability. Such policy shall include, but is not limited to contractual liability, public liability, and property damage coverage. This policy's single limit liability amount shall not be less than One Million Dollars ($1,000,000). CITY its officers,agents,and employees shall be named as additional insureds and such insurance shall represent primary insurance not contributing to any insurance issued to CITY. ii. Automobile. If motor vehicles are used in performing services hereunder, automobile insurance coverage must be obtained with not less than Five Hundred Thousand Dollars($500,000)single limit liability. CITY its officers, agents, and employees shall be named as additional insureds and such insurance shall be primary and not contributing to any insurance CITY may have. iii. Workers'Compensation. SUBRECIPIENT shall carry workers'compensation insurance as required by law for the protection of its employees. SUBRECIPIENT understands that it is not entitled to any workers' compensation benefits under any CITY program. iv. Property Damage Insurance. For any construction activities for which SUBRECIPIENT receives Subgrant funding, SUBRECIPIENT shall take out and maintain, or shall cause its contractor(s) to take out and maintain a builder's"all risk"policy of insurance in an amount not less than the completed value of the improvements to be constructed on a replacement cost basis or an all risk"basis,including materials in storage and while in transit and extended coverage, vandalism and malicious mischief. v. Performance Bond for Construction Activities. Pursuant to the requirements regarding performance bonding for construction contracts financed in whole or in part with CDBG funds set forth under 2 CFR Part 200, SUBRECIPIENT shall secure appropriate bid and performance bonds for any construction work undertaken as part of performance under this Agreement in excess of$25,000, copies of which shall be delivered to CITY upon request. Certificates evidencing the maintenance of SUBRECIPIENT'S insurance coverage shall be filed with CITY and approved by the City Attorney on or before the Effective Date of this Agreement, and CITY shall be given notice in writing at least thirty (30) days in advance of cancellation of any policy, except in the event of non-payment of premium, in which case ten (10) days' notice will be acceptable. b. The obligations of indemnity set forth in this Agreement shall survive the expiration or earlier termination of this Agreement. Page 14 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B 20. ASSIGNMENT This Agreement is not assignable by SUBRECIPIENT without the express prior written consent of CITY, which consent may be given or withheld in CITY'S sole and absolute discretion. Any attempt by 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 CITY may, among its other remedies, and without limitation, cancel, terminate or suspend this Agreement. 21. ALTERATION No modification, amendment, supplement, alteration or variation in the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. 22. TIME OF PERFORMANCE AND MODIFICATION; BUDGET MODIFICATION; SCOPE OF WORK MODIFICATION CITY or SUBRECIPIENT may amend this Agreement at any time provided that such amendments make specific reference to this Agreement and are executed in writing, signed by a duly authorized representative of both parties. Such amendments shall not invalidate this Agreement, nor relieve or release CITY or SUBRECIPIENT from its obligations under this Agreement. CITY may, in its discretion, amend this Agreement to conform with Federal, State or local governmental guidelines, policies, available funding amounts, budget modifications or for other reasons. If such an amendment results in a change in the funding, scope of services or schedule of the activities to be undertaken as part of this Agreement, such modifications shall be incorporated only by written amendment signed by both CITY and SUBRECIPIENT and approved by the City Council. The City Manager is authorized to modify the budget of this Agreement in the form of a written amendment hereto for the movement of funds within the budget categories identified in Attachment"A"on behalf of CITY,when such modifications: a. Do not exceed ten percent(10%)of the funds provided pursuant to this Agreement; d. Are specifically requested by SUBRECIPIENT or CITY in writing prior to January 7, 2027; c. Do not alter the total amount of funds provided under this Agreement; d. Will not change the Program goals or scope of services; e. Are in the best interests of CITY,HUD and SUBRECIPIENT in performing the scope of services under this Agreement; Page 15 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B f.If related to salaries, are in accordance with any applicable salary ordinances or laws; and g. Do not exceed two (2) requests for budget amendments/modifications during the Program Year. 23. WAIVER CITY'S waiver of any default, breach or condition precedent shall not be construed as a waiver on the part of CITY of any other default, breach or condition precedent, or any other right hereunder. 24. PROPERTY OWNERSHIP AND PROCUREMENT a.Upon the expiration or earlier termination of this Agreement or in the event this Agreement is not fully performed to the satisfaction of CITY, any and all nonexpendable furnishings, equipment or other personal property having a useful life of more than one(1)year and a purchase price of three hundred dollars($300)or more purchased with any funds provided pursuant to this Agreement and not consumed in the performance of this Agreement shall become the property of CITY. Such property shall be delivered to CITY upon written notification by CITY to SUBRECIPIENT. Nonexpendable property shall include tangible personal property, including but not limited to office equipment, and real property or any interest in such real property, including any mortgage or other encumbrance of real property as well as any funds derived from the sale or disposition of nonexpendable property. b. Real property acquired by SUBRECIPIENT from funds made available by this Agreement shall be used solely for the purposes set forth in this Agreement. Should SUBRECIPIENT or its successors at any time abandon the use of said property or fail at any time to use the same for the purposes hereinafter required,CITY shall have the right to take possession of said property and all right, title and interest of SUBRECIPIENT in and to said property shall cease and terminate. A restriction stating the above in a form acceptable to the City Attorney shall be placed on said property deed at the time of acquisition by SUBRECIPIENT. SUBRECIPIENT shall on demand execute and deliver to CITY a deed to said property and such other instruments as CITY may deem necessary and appropriate to give effect to this Subsection. No real property shall be acquired by deed or lease without the prior written approval of CITY. c. Property acquired in whole or in part with funds provided pursuant to this Agreement shall be managed in accordance with the applicable provisions of 2 CFR Part 200,and any amendments thereto that might become effective during the term of this Agreement. SUBRECIPIENT shall obtain three(3)written and documented bids prior to purchasing or leasing any nonexpendable personal property described in Attachment"A."SUBRECIPIENT must purchase or lease from the lowest responsible bidder. All nonexpendable property purchased or leased pursuant to this Agreement shall be properly identified and inventoried and shall be charged at its actual price, Page 16 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B deducting all cash discounts, rebates and allowances received by SUBRECIPIENT. This inventory shall be provided to CITY upon request. d. Real property shall be acquired in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act(42 USC4601). 25. OTHER REQUIREMENTS SUBRECIPIENT shall comply with all applicable CITY,State,or other governmental agency regulations and requirements, including but not limited to issuance of building permits, use permits,and variances. In the event of any conflict between the provisions of this Agreement and any applicable federal statutes, regulations, or HUD requirements governing the Community Development Block Grant Program,the applicable federal requirements shall control. 26. STATUS OF SUBRECIPIENT SUBRECIPIENT and the agents and employees of SUBRECIPIENT in the performance of this Agreement shall act in an independent capacity and not as officers or employees or agents of CITY. 27. SUBRECIPIENT SHALL PROVIDE A DRUG-FREE WORKPLACE BY: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in SUBRECIPIENT'S workplace and specifying the actions that shall be taken against employees for violation of such prohibition; b. Establishing an ongoing drug-free awareness program to inform employees about: i.The dangers of drug abuse in the workplace; ii. SUBRECIPIENT'S policy of maintaining a drug-free workplace; iii. Any available drug counseling, rehabilitation, and employee assistance programs; and iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee to be engaged in the performance of the Agreement be given a copy of the statement required by Subsection 26(a); d. Notifying the employee in the statement required by Subsection 26(a) that, as a condition of employment under the Agreement,the employee shall: Page 17 of 21 Docustgn Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B i.Abide by the terms of the statement; and ii. Notify the employer in writing of their conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; e. Notifying CITY in writing, within ten calendar days after receiving notice under Subsection 26(d) from an employee or otherwise receiving actual notice of such conviction.Employers of convicted employees must provide notice,including position title, to every Subgrant officer or other designee on whose Subgrant activity the convicted employee was working,unless CITY has designated a central point for the receipt of such notices; f.Taking one of the following actions,within 30 calendar days of receiving notice under Subsection 26(d),with respect to any employee who is so convicted: i.Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, State, or local health, law enforcement, or other appropriate Department; g. Making a good faith effort to continue to maintain a drug-free workplace through implementation of Subsections 26(a),26(b), 26(c), 26(d), 26(e), and 26(f). 28. DRUG-FREE WORKPLACE CERTIFICATION a. By signing this Agreement, SUBRECIPIENT is providing the certification set out in Section 26. b. The certification set out in Section 26 is a material representation of fact upon which reliance is placed when CITY awards the Subgrant. If it is later determined that SUBRECIPIENT knowingly rendered a false certification or otherwise violates the requirements of the Drug-Free Workplace Act, CITY may take action authorized under the Drug-Free Workplace Act. c. If the workplace(s) identified to CITY changes during the performance of this Agreement, SUBRECIPIENT shall inform CITY of the change(s). d. SUBRECIPIENT has provided the site(s) in Attachment"A" for the performance of work done in connection with this Agreement. e. Definitions of terms in the Nonprocurement Suspension and Debarment common rule and Drug-Free Workplace common rule apply to this certification. Page 18 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B SUBRECIPIENT'S attention is called, in particular,to the following definitions from these rules: Controlled substance" means a controlled substance in Schedules I through V of the Controlled Substances Act (21 U.S.C.812) and as further defined by regulation (21 CFR 1308.11 through 1308.15); Conviction" means a finding of guilt (including a plea of nolo contendre) or imposition of sentence, or both, by any judicial body charged with the responsibility to determine violations of the Federal or State criminal drug statutes; Criminal drug statute" means a Federal or non-federal criminal statute involving the manufacture, distribution, dispensing,use, or possession of any controlled substance; Employee" means the employee of SUBRECIPIENT directly engaged in the performance of work under this Agreement, including: (i) all "direct charge" employees; (ii) all "indirect charge" employees; and (iii) temporary personnel and consultants who are directly engaged in the performance of work under this Agreement and who are not on SUBRECIPIENT'S payroll. 29. ANTI-LOBBYING By signing this Agreement, SUBRECIPIENT is providing the certification set out in this Section that: a. No Federal appropriated funds have been paid or shall be paid, by or on behalf of SUBRECIPIENT, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any Federal grant, the making of any Federal loan,the entering into of any cooperative Agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative Agreement; b. If any funds other than Federal appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative Agreement,it shall complete and submit Standard Form LLL,"Disclosure of Lobbying Activities," in accordance with its instructions; and c. This language on anti-lobbying of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Agreements) and that all subrecipients shall certify and disclose accordingly. Page 19 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B121148 30. DEBARMENT AND SUSPENSION a. By executing this Agreement, SUBRECIPIENT certifies that neither it nor any of its principals, officers, directors, employees, or contractors are presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participation in federally assisted transactions by any federal department or agency. b. SUBRECIPIENT shall comply with the applicable provisions of 2 CFR Part 180 and 2 CFR Part 2424 and shall not knowingly enter into any lower tier covered transaction with a person or entity that is debarred or suspended from participation in federally assisted transactions. c. SUBRECIPIENT shall immediately notify CITY if it becomes debarred or suspended during the term of this Agreement or becomes aware of any circumstances that may affect its eligibility to participate in federally funded programs. 31. ELECTRONIC SIGNATURES The parties agree that this Agreement and any amendments or related documents may be executed electronically and in counterparts. Electronic signatures shall be deemed to have the same legal effect as original handwritten signatures and shall be binding upon the parties to the fullest extent permitted by law. 32. SUCCESSORS This Agreement shall be binding upon and inure to the successors in interest of CITY and SUBRECIPIENT in the same manner as if such party had been expressly named hereinafter. 33. NOTICE All notices and communications between the parties shall be addressed as follows: NOTICE TO Jessica Herrera,Housing Manager CITY: City of Orange Community Development Department 300 East Chapman Avenue Orange, CA 92866-1506 NOTICE TO Kenia Cueto,PH.D.,President SUBRECIPIENT: The Friendly Center, Inc. PO Box 706 Orange, CA 92856 SIGNATURES ON FOLLOWING PAGE.] Page 20 of 21 Docusign Envelope ID:665E147C-A00C-8FFA-8256-A5719B12114B IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. SUBRECIPIENT" CITY" THE FRIENDLY CENTER, INC. CITY OF ORANGE Signed by: Signed by: By: kliLia 0) Ptl.•By: enla°eue'o,PH.D. Jarad Hildenbrand President City Manager ATTEST: By: Signed by: By. Pamela Coleman, City Clerk APPROVED AS TO FORM: sisnw ey By: C—onnoryiand Senior Assistant City Attorney NOTE:CITY requires the following signature(s) on behalf of SUBRECIPIENT: A. (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office,please so indicate. OR B. The corporate officer, Executive Director, or other person named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to CITY with the executed Agreement. Page 21 of 21