EMERGENCY SOLUTIONS GRANTS PROGRAM
SUBRECIPIENT AGREEMENT
This EMERGENCY SOLUTIONS GRANTS PROGRAM SUBRECIPIENT AGREEMENT (this Agreement is made and entered into as of August 1, 2025 (the Effective Date by and between the CITY OF SAN BERNARDINO, a California municipal corporation and charter city City , and THE SALVATION ARMY, a California nonprofit corporation (the "Subrecipient"). City and Subrecipient are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
Recitals
City has been allocated funds under the Emergency Solutions Grants program (ESG) from the United States Department of Housing and Urban Development (HUD), pursuant to subtitle B of title IV of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 1137111378), and the implementing regulations at 24 C.F.R. Part 576 ESG Requirements. ESG funding is provided for eligible program components, including emergency shelter operations, street outreach, homelessness prevention, and rapid re-housing, as well as Homeless Management Information System (HMIS) activities, in accordance with ESG Requirements.
SUBRECIPIENT has submitted an application and represents that it is eligible under the ESG Requirements, to receive a portion of the award of ESG funds allocated by HUD to the City ESG Funds, as a subrecipient (as defined in 24 C.F.R. §576.2) of the City.
Sixty-Seven Thousand Two Hundred Fifty-Nine Dollars ($167,259.00), was approved by the City Council for the sole purpose of carrying out eligible ESG activities, including:
Emergency Shelter services and operations (24 C.F.R. § 576.102) in the amount of $139,265.00;
Homelessness Prevention rental assistance and stabilization services (24 C.F.R. § 576.103) in the amount of $13,997.00; and
Homeless Management Information System (HMIS) costs (24 C.F.R. § 576.107) in the amount of $13,997.00.
This award is subject to and contingent upon the allocation and receipt by the City of such funds and
Parties desire to enter into this Agreement so that SUBRECIPIENT may receive a subaward of a portion of the ESG funds for reimbursement of certain costs.
NOW, THEREFORE, upon and in consideration of the mutual promises and covenants contained herein and for other valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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I.GENERAL SCOPE OF SERVICES
A) Project Description: The Subrecipient shall provide services exclusively to eligible residents of the City of San Bernardino in accordance with the Emergency Solutions Subrecipient will administer activities in the following eligible ESG components:
1. Emergency Shelter (24 C.F.R. § 576.102):
Provision of essential services to individuals and families experiencing homelessness, including case management, shelter operations, and supportive assistance to ensure safety and stability during shelter stays.
Operations costs may include maintenance, utilities, rent, security, and other eligible expenses necessary for the operation of emergency shelter facilities.
2. Homelessness Prevention (24 C.F.R. § 576.103):
Provision of short-term rental assistance, financial stabilization services, and supportive case management to at-risk households who would otherwise lose their housing.
Eligible activities may include rental assistance, utility assistance, housing relocation and stabilization services, and landlord mediation to help households maintain housing stability.
3. Homeless Management Information System (HMIS) (24 C.F.R. § 576.107):
Participation in and maintenance of the regional HMIS database as required by HUD and the City.
Activities include data collection, reporting, and system compliance to ensure accurate tracking of program performance and participant outcomes.
The program will prioritize assistance for extremely low- AMI), seniors, individuals with special needs, and persons experiencing or at imminent risk of homelessness. ESG funds shall be used solely for allowable costs consistent with federal requirements, and the Subrecipient shall maintain compliance with the written standards and procedures established under 24 C.F.R. § 576.400.
B) Contract Documents will include this Agreement and the following, all as attached hereto and incorporated herein by reference for all purposes, which must be in the attached form or such other form satisfactory to the City in its sole discretion:
1. Exhibit A Federal Award Identification Table and Scope of Services,
2. Exhibit B Award Terms and Conditions,
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3. Exhibit CFederal Requirements for Subrecipients,
4. Exhibit D
5. Exhibit E Project Budget,
6. Exhibit F
7. Exhibit G
8. Exhibit H ESG Property Standards
9. Exhibit I ESG Rapid Re-Housing - VAWA Lease Addendum,
10. Exhibit J HMIS Compliance Report Form, and
11. Exhibit K Outreach Policy and Procedures.
The Contract Documents for the Project shall, unless defined otherwise in the Agreement, include any and all change orders and amendments to the Agreement (including related attachments, exhibits, and reference documents), which shall be for all intents and purposes, upon execution, attached and incorporated into this Agreement by reference:
C) In interpreting this Agreement and resolving any conflicts or ambiguities, the main body of this Agreement shall control over the exhibits, and any inconsistency between the exhibits will be resolved in the following order Exhibit B, Exhibit C, Exhibit A, Exhibit D, Exhibit E, and Exhibit F with the remaining Exhibits being interpreted so as to give the maximum weight to all terms in the Agreement. A higher order document will supersede a lower order document to the extent necessary to resolve any inconsistencies between the documents; however, silence on any matter in a higher order document will not negate the provision of a lower order document as to that matter. Any ambiguities or inconsistencies among documents of identical precedence will be resolved by giving precedence to the most recent document. Notwithstanding the order of precedence set forth above, in the event of a conflict within the Contract Documents of the same priority, the City shall have the right, at its sole discretion, to determine which provision applies.
D) Unless otherwise stated in this Agreement, words that have well-known technical or industry meanings are used in accordance with such recognized meaning.
II. REPRESENTATIONS AND WARRANTIES
SUBRECIPIENT represents and warrants as follows:
A) SUBRECIPIENT is duly organized, validly existing, and in good standing under the laws of the state of its formation and is authorized to do business in the State of California.
B) SUBRECIPIENT is current on state and local fees and taxes. Neither SUBRECIPIENT nor any of its principals or other affiliated entities owe any debts to the City or San Bernardino County, including, but not limited to delinquent taxes, court judgments, Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
tickets, tolls, fees, or fines. For the purposes of this Agreement, a court judgment is not required for delinquent taxes to be considered a debt.
C) SUBRECIPIENT is not in breach of any other contract, obligation, or covenant that would affect SUBRECIPIENT
Agreement, will not breach any contract to which SUBRECIPIENT is a party or any of SUBRECIPIENT obligations or covenants thereunder.
D) SUBRECIPIENT must verify that each entity or person it retains to perform Services pursuant to this Agreement is in compliance with Sections A, B, and C above. If SUBRECIPIENT engages any contractors or subcontractors, SUBRECIPIENT must apply the terms and conditions indicated in this Agreement to any contract or subcontract.
SUBRECIPIENT agrees it is at all times responsible for the performance of SUBRECIPIENTcontractors and subcontractors. No term or agreement of SUBRECIPIENT contractors or subcontractor shall alter the terms and conditions of this Agreement.
E) SUBRECIPIENT must not take advantage of or benefit from any apparent error or omission in the Contract Documents. Should it appear that the Services to be done, or any matter relative thereto, is not sufficiently detailed or explained in the Contract Documents, SUBRECIPIENT must, prior to proceeding with any affected Services, request in writing such further explanations from the City as may be necessary and, subject to any required change orders or amendments, SUBRECIPIENT must comply with the explanation provided. Each Party will promptly notify the other in writing of all errors or omissions that it may discover in the Contract Documents.
F) SUBRECIPIENT is fully qualified and capable of performing the Services called for in this Agreement and is willing to perform these Services.
III. INDEPENDENT PARTIES
A) This Agreement is not intended to create and shall not constitute an agency, employee- employer relationship, partnership, joint enterprise, joint employer, or joint venture relationship between the Parties. SUBRECIPIENT has no authority to enter into contracts or agreements on behalf of the City or to bind or otherwise obligate the City orally, in writing, or by any act or omission.
B) SUBRECIPIENT shall have and retain the exclusive right of control over employment, firing, discipline, compensation, insurance, and benefits in accordance with the applicable laws of the State of California. SUBRECIPIENT must comply with all applicable federal and state laws in the payment of its workers. SUBRECIPIENT is solely responsible for the payment of wages and any applicable benefits to workers for Services performed in connection with this Agreement. SUBRECIPIENT is responsible for withholding federal and state income taxes, paying Federal Social Security taxes, maintaining unemployment insurance,
terms as required by the applicable laws of the State of California.
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C) The City is not responsible to SUBRECIPIENT or its workers (or any other entity or SUBRECIPIENT) for payment of any
overtime compensation or any additional payments pursuant to any federal or state law.
The City is not responsible for overtime wages.
D) The City has and shall have no liability, directly or indirectly, for payment to subrecipient workers, including, without limitation, employees, contractors, subcontractors, subrecipients, or any other party performing work, services, or other activities on behalf of SUBRECIPIENT. To the extent not otherwise prohibited under the laws of the state of California, SUBRECIPIENT shall indemnify, defend, release, and hold the City harmless from and against any and all such claims.
E) SUBRECIPIENTworkers are not entitled to any contributions by or benefits from the City for any pension plan, bonus plan, or any other benefit plan nor any fringe benefits or similar benefits afforded to employees of the City. The City is not liable for payment of any federal or state taxes and charges including, but not limited to, income withholding charges.
F) The terms of this Article III shall survive the expiration or termination of this Agreement.
IV. TERM
Term shall commence upon the Effective Date and,
except for such provisions of this Agreement that expressly survive expiration or termination hereof, will terminate on June 30, 2026, unless earlier extended or terminated by the City in writing in accordance with the terms of this Agreement. The Term is intended to align with the ESG program year and the approved performance period for the funded ESG activities.
SUBRECIPIENT RESPONSIBILITIES
A) The SUBRECIPIENT shall perform the Services described in Section I(A), which include carrying out activities in the following eligible ESG program components: Emergency Shelter, Homelessness Prevention, and Homeless Management Information System (HMIS). All services shall be provided in accordance with HUD regulations at 24 C.F.R. shall reimburse eligible costs as stated in Article VI. The SUBRECIPIENT must expend the full amount of the Subaward for eligible costs during the Term.
B) SUBRECIPIENT Project Budget attached as Exhibit E reflects the following allocation:
Emergency Shelter $139,265.00
Homelessness Prevention $13,997.00
Homeless Management Information System (HMIS) $13,997.00 Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
These allocations correspond directly to eligible activities under 24 C.F.R. §§ 576.102 (Emergency Shelter), 576.103 (Homelessness Prevention), and 576.107 (HMIS).
SUBRECIPIENT must make matching contributions in accordance with 24 C.F.R. § 576.201 to supplement the Subaward in an amount equal to or exceeding the amount of the Subaward, which sources and amounts will be enumerated in the Project Budget.
C) SUBRECIPIENT agrees it has reviewed all federal, state, and local laws, statutes, codes, orders, ordinances, rules, and regulations applicable to the Services under this Agreement.
In the performance of the Services, SUBRECIPIENT must comply with all applicable federal, state, and local laws, statutes, codes, orders, ordinances, rules, and regulations in effect and ensure the ESG Program Component and all funded activities comply with the applicable requirements of 24 C.F.R. Part 576. If the SUBRECIPIENT performs work, services, or any other activities that SUBRECIPIENT reasonably should have known to be contrary to laws, statutes, codes, orders, ordinances, rules, and regulations, the SUBRECIPIENT must assume appropriate responsibility for such performance and bear the costs attributable to correction, subject to the satisfaction of City, of same. All costs of compliance with any changed or new or additional statutes, laws, regulations, and codes applicable to the Services or required for the ESG-funded Project, as defined in Section I(A), that become effective subsequent to the date of closing and any funding of this Subaward (hereinafter defined) shall be borne by SUBRECIPIENT.
D) SUBRECIPIENT must perform the Services in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.
SUBRECIPIENT must obtain and maintain, at its sole cost and expense, all required licenses, registrations, accreditation, permits, and approvals applicable to the Services and the ESG-funded Project as described in section I(A).
V. CITY SUBAWARD
A) Subject at all times to Article VIII, the City agrees to award the principal amount of One Hundred Sixty-Seven Thousand Two Hundred Fifty-Nine and 00/100 Dollars This Subaward is allocated as follows:
Emergency Shelter (essential services and operations): $139,265.00 Homelessness Prevention (rental assistance and stabilization services): $13,997.00 Homeless Management Information System (HMIS): $13,997.00 Total Subaward $167,259.00
B) SUBRECIPIENT acknowledges and agrees that the Subaward is subject to environmental review by HUD under the environmental regulations in 24 C.F.R. Parts 51 and 58.
SUBRECIPIENT must not acquire, rehabilitate, convert, lease, repair, dispose of, demolish, or construct property, or commit or expend ESG or local funds for the Services or other activities unless and until the City has performed an environmental review issued the Authority to Use Grant Funds. SUBRECIPIENT further acknowledges and agrees it Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
will not be paid in advance for any of the Services. SUBRECIPIENT must not enter into any contract for performance of any Services prior to the date of closing and any funding of this SubawarClosing except as approved by the City in its sole discretion.] VI. TERMS OF SUBAWARD
A) The SUBRECIPIENT shall use the Subaward solely for the following eligible ESG activities:
Emergency Shelter (24 C.F.R. § 576.102): Provision of essential services and operations, including case management, shelter operations, and supportive services necessary to provide safe and sanitary shelter environments.
Homelessness Prevention (24 C.F.R. § 576.103): Rental assistance, housing stabilization services, and supportive case management designed to prevent households at risk of homelessness from losing housing.
Homeless Management Information System (HMIS) (24 C.F.R. § 576.107):
Participation in and maintenance of HMIS, including data entry, reporting, and compliance activities.
B) SUBRECIPIENT agrees to use the Subaward pursuant to this Agreement only to pay for the necessary and reasonable costs of Eligible Activities in accordance with the Federal Grant Regulations. Allowable costs are detailed in the Project Budget attached in Exhibit E.
C) SUBRECIPIENT hereby covenants and agrees that any shelters supported by the Subaward and used by ESG participants will conform to the standards and requirements of 24 C.F.R. § 576.403, which establishes minimum standards for safety, sanitation, and privacy in emergency shelters funded with ESG, and to all requirements of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 48214846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 48514856), and implementing regulations in 24 C.F.R. Part 35, Subparts A, B, H, J, K, M, and R.
D) SUBRECIPIENT must perform an initial evaluation, as required under 24 C.F.R. §576.401, determining each individual or family for ESG assistance and the amount and types of assistance needed to regain stability in permanent housing. These evaluations must be conducted in accordance with the centralized or coordinated assessment requirements developed CoC under 24 C.F.R.
§576.400(d) and the written standards established under 24 C.F.R. §576.400(e). If a program participant violates program requirements, SUBRECIPIENT may terminate assistance in accordance with a formal process established by SUBRECIPIENT as required under 24 C.F.R. §576.402.
E) SUBRECIPIENT hereby covenants and agrees that it will involve, to the maximum extent practicable, homeless individuals and families, as applicable, in constructing, renovating, maintaining, and operating any facilities assisted with the Subaward and in providing Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
services for occupants of these facilities, including the Services, in accordance with 24 C.F.R. §576.405(c).
F) SUBRECIPIENT CoC
assessment, and referral of program participants are consistent with the written standards for providing ESG assistance, as described in consolidated plan.
SUBRECIPIENT must keep documentation evidencing the use of, and written intake procedures for, the centralized or coordinated assessment system(s) developed by the CoC in accordance with the requirements of 24 C.F.R. §576.400 and as may be amended or established by HUD from time to time.
G) SUBRECIPIENT must ensure that data on all persons served and all activities assisted with the Subaward are entered into the applicable community-wide Homeless Management Information System (HMIS) in the area in which those persons and activities are located, or with the express knowledge and prior written consent of the City, collection, and reporting under a local HMIS.
SUBRECIPIENT must have an agreement, a copy of which must be provided to City, in place with the HMIS lead agency to participate in the regionally established HMIS system and share, unless prohibited by law, HMIS data with other ESG funded agencies regarding clients that are served in ESG funded programs. In the case of domestic violence service providers or other agencies prohibited from entering data into HMIS, documentation from the HMIS lead agency certifying that the SUBRECIPIENT is using a comparable database must be provided to City. The HMIS lead agency is the County of San Bernardino Community Development and Housing Agency, which is located at 385 N. Arrowhead Ave., 3rd Floor, San Bernardino, California (909-387-4700).
SUBRECIPIENT must enter data directly into the HMIS system and adhere to all implementation guidelines of CoC and HMIS. Participation includes, but is not limited to, the input of all programmatic and client data and the generation of all mandated monthly, quarterly, and closeout reports. SUBRECIPIENT must input participant data no more than forty-eight (48) hours after the date of program entry. Data regarding any services rendered to participants must be entered into HMIS within forty-eight (48) hours after the date of such services. All participants who exit the program must have their status updated in HMIS within forty-eight (48) hours of their actual exit date.
H) Fund Disbursement Requirements
i) Prior to any and all fund disbursements provided for under this Agreement, SUBRECIPIENT must provide its Taxpayer Identification Number to the City.
Failure to provide this information may result in a delay in payment or withholding of payment as required by the Internal Revenue Service. ii) The City will disburse the applicable portion of the Subaward in response to each undisputed request for fund disbursement made by SUBRECIPIENT in accordance with this Agreement. Requests for fund disbursements are subject to City approval. The City may exercise any and Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
all rights to set off or recoup fund disbursements in the event of overpayment by the City or funds owed to the City under this Agreement.
Upon approval of a disbursement request from SUBRECIPIENT, the City will disburse funds to SUBRECIPIENT by check or other mutually acceptable means.
iii) Disbursements of the Subaward made by the City to SUBRECIPIENT are to be considered by the SUBRECIPIENT as full compensation for all costs and expenses (including, without limitation, delivery, shipping, travel, and incidental costs and expenses) for labor, equipment, materials, products, services, and work necessary to provide the Services.
I) Payment Process
i) In addition to any other requirements or restrictions herein, the City shall not be obligated to make any disbursement unless and until SUBRECIPIENT has complied with each and every provision of this Agreement that requires such compliance as a condition to any disbursement by the City of the Subaward, unless the City has waived any such requirement in writing. ii) SUBRECIPIENT must submit an invoice for Services to the City on a monthly basis, unless an alternative process for approval of invoices is agreed to by City.
All invoices with the appropriate backup documentation must be submitted to:
[email protected]
iii) All invoices must be in a form acceptable to the City and, at a minimum, include a description of the Services, the day(s) and time(s) or time period, as applicable, that SUBRECIPIENT performed such Services, the total amount billed for such Services, and evidence of payment of such billed amounts, and supporting documentation satisfactory to City in such detail as may be requested by the City for verification and compliance review purposes. After receipt of an invoice, the City shall review and approve it, with such modifications as may be deemed appropriate for payment.
Subject at all times to Article
withhold payment of any unauthorized charges, the City shall pay each approved invoice in accordance with the laws of the State of California.
The City may exercise any and all rights to set off payment in the event of overpayment by the City and/or funds owed to the City under this Agreement.
iv) The City has the right to make periodic audits and inspections of the SUBRECIPIENT performed pursuant to
this Agreement. SUBRECIPIENT agrees to make the records available to the City within five (5) business days of the Ci
or electronic form and in a manner as reasonably directed by City.
VII. LIMITATION OF APPROPRIATION
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A) SUBRECIPIENT understands and agrees that this Agreement is contingent upon the availability of third-party funds, including but not limited to federal funds awarded by HUD to the CiGrant FundsSUBRECIPIENT expressly understands and agrees that (i) the City has no City funds available with which to pay its obligations hereunder except to the extent the Grant Funds awarded to the City are allocated and received by the City Funds is limited to the amount of Grant Funds actually received and appropriated and is subject to all applicable requirements of federal law. SUBRECIPIENT agrees City shall not be liable under any circumstances or any interpretations hereof for any amount under this Agreement until the Grant Funds are received from HUD and available and appropriated for funding this Agreement, and SUBRECIPIENT understands and agrees that the total maximum subaward that SUBRECIPIENT may become entitled to hereunder, and the total maximum sum that the City shall become liable to pay to SUBRECIPIENT hereunder, shall not under any conditions, circumstances, or interpretations exceed such sum. SUBRECIPIENT
non-appropriation of the funds will be to terminate this Agreement as permitted by and in accordance with Article X. [NOTE for street
outreach/emergency shelter services cannot be used to replace local funds for street outreach and emergency shelter services during the immediately preceding 12-month period, except with a HUD determination that City has a severe financial deficit.] B) It shall be the obligation of SUBRECIPIENT to ensure that sufficient funds have been allocated to pay for the Services. Should SUBRECIPIENT receive any Grant Funds from the City that are determined not to be subject to or eligible for payment with Grant Funds, SUBRECIPIENT shall refund to the City any and all such amounts that have been paid by the City. SUBRECIPIENT also understands and agrees that this Agreement is contingent upon SUBRECIPIENTeligibility to receive funds under all applicable federal statutes and regulations, including, without limitation, all ESG Requirements, and SUBRECIPIENT hereby represents and warrants that it is eligible to receive funds under the Federal Grant Regulations and all other applicable federal statutes and regulations.
C) In the event the Grant Funds are unavailable, discontinued, or reduced during the Term of this Agreement, the City shall not be liable for payment of any funds above the actual amount of Grant Funds allocated and received by the City and appropriated for the purpose of funding this Agreement. In the event the Grant Funds are unavailable, discontinued, or reduced, the SUBRECIPIENTsole and exclusive remedy shall be to terminate this Agreement, and City shall not be deemed in default or breach of this Agreement.
D) In the event of termination due to non-appropriation or recapture of funds by HUD, City shall not be considered in default or breach of this Agreement.
E) SUBRECIPIENT expressly agrees that it shall not be entitled to damages or remedies of any kind, including, without limitation, damages for work performed, any liquidated or incidental damages, late fees, penalties, or finance charges.
F) In order to be eligible for payments under the Subaward, SUBRECIPIENT agrees to comply with and, to the extent required under applicable law, cause compliance by all Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
other subrecipients, contractors, and subcontractors, with all of the applicable terms and requirements mandated under federal law, including without limitation under the ESG Requirements and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements For Federal Awards (2 C.F.R. Part 200) (collectively with the requirements of Exhibits B and C attached hereto, the Federal Grant Regulations). SUBRECIPIENT further agrees to reimburse the City, within thirty (30) days after written notice, for any Grant Funds received from the City under this Agreement that are determined to be ineligible under the Federal Grant Regulations.
G) SUBRECIPIENT understands and agrees that it shall not proceed with any Services until it receives written authorization from the City to begin. If at any time during the term of this Agreement, SUBRECIPIENT knows or reasonably should know that the funds available will not cover the cost of the Services, SUBRECIPIENT must promptly notify the City of same.
VIII. PUBLIC RECORDS ACT
A) The Parties expressly acknowledge that this Agreement is subject to open government laws, including the California Public Records Act (Gov. Code §§ 7920.000, et. seq.).
SUBRECIPIENT expressly understands and agrees that the City shall release any and all information necessary to comply with California law without the prior written consent of SUBRECIPIENT. It is further understood that the City and its officers, officials, managers, directors, and employees shall have no liability or obligations to SUBRECIPIENT for the disclosure to the public, or to any person or persons, of any materials or information, or a part thereof, released in accordance with the requirements of applicable law.
IX. TERMINATION
A) Termination for Convenience. In the event City receives notice at any time from HUD or any other applicable federal or state agency that repayment of all or any portion of the Grant Funds is required, the City may terminate this Agreement for convenience, in whole or in part, by giving written notice to the SUBRECIPIENT of such termination, and Notice of Termination
the convenience of the City, the City shall subject at all times to Article VIII, and consistent with all applicable law provide disbursements of the Subaward then due and payable, including any disbursements for Services performed, subject to the reasonable satisfaction of the City, prior to the Notice of Termination for which SUBRECIPIENT has submitted reimbursement requests (properly supported by documentation requested by the City) prior to the effective date of termination. This Agreement shall terminate on the date provided in such Notice of Termination, which shall be no less than ninety (90) days after the date of such Notice of Termination.
B) Termination for Cause. If SUBRECIPIENT fails to materially perform pursuant to the terms of this Agreement, the City may elect to provide written notice to SUBRECIPIENT Notice of Default City elects to provide such Notice of Default and SUBRECIPIENT does not cure such default within the time required by the City, which shall be no less than thirty (30) days after the date of such Notice of Default, the City may terminate this Agreement for cause by providing notice to SUBRECIPIENT Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
Notice of Termination for Cause
the termination is for cause, SUBRECIPIENT shall subject at all times to Article VIII receive disbursements for that portion of the work or materials provided (properly supported by documentation requested by the City) that have been fully and adequately completed and accepted by the City as of the termination date the City provides in the Notice of Termination for Cause. In such case, the City shall have the right to take whatever steps it deems necessary to complete the Project and correct SUBRECIPIENT deficiencies and charge the full costs of the Ci (s), including, without limitation, reasonable overhead, profit, s, to SUBRECIPIENT.
In addition, SUBRECIPIENT shall be deemed to be in default of this Agreement upon
SUBRECIPIENT
receiver, trustee or liquidator for all or a substantial portion of its assets, (ii) making a general assignment for the benefit of creditors, (iii) being adjudged bankrupt, (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing), or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution, or seizure of all or a substantial portion of SUBRECIPIENT .
C) Reversion of Assets. The disposition of any and all property, including, without limitation, real property, equipment, and intangible property, must be in compliance with the requirements of 2 C.F.R. §§200.311.316. If, at the time of the expiration or termination of this Agreement, there is under the control of SUBRECIPIENT any Subaward funds or accounts receivable attributable to the Subaward funds, then SUBRECIPIENT must immediately transfer such funds or accounts to City. If, at the time of the expiration or termination of this Agreement, there is under the control of SUBRECIPIENT any property, real or otherwise, that was acquired or improved in whole or in part with Subaward funds in excess of Twenty-Five Thousand Dollars ($25,000), then SUBRECIPIENT must immediately pay to City an amount equal to the current market value of such property, less any portion of the value attributable to expenditures of non-federal funds for the acquisition of, or improvement to, such property.
D) Reimbursement; Remedies. The City shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhold disbursements for defective work or damages caused by SUBRECIPIENT performance of the work.
E) In the event the City determines that SUBRECIPIENT is noncompliant with any of the terms of this Agreement, City, in addition to any other rights or remedies under this Agreement, at law, or in equity, may elect to take any or all of the following actions as prescribed for HUD in 24 C.F.R. §§576.501(a)-(b):
i) Require SUBRECIPIENT to submit and comply with proposals for action to correct, mitigate, and prevent noncompliance with ESG Requirements, which may include:
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a. Preparing and following a schedule of actions for carrying out affected Services, including schedules, timetables, and milestones necessary to implement the affected Services;
b. Establishing and following a management plan that assigns responsibilities for carrying out the remedial actions; c. Canceling or revising Services likely to be affected by the noncompliance, before expending Subaward funds for such Services;
d. Reprogramming Subaward funds that have not yet been expended from affected Services to other eligible activities;
e. Suspending disbursement of Subaward funds for some or all Services;
f. Reducing or terminating the remaining Subaward and reallocating funds to other subrecipients; and
g. Requiring SUBRECIPIENT make matching contributions before or as draws are made from the Subaward.
ii) If Subaward is not already to be made on a reimbursement basis, change the payment method to such basis.
iii) Suspend payments to the extent City deems it necessary to preclude the further expenditure of funds for affected Services.
iv) Remove SUBRECIPIENT from participation in any reallocations of federal funds.
v) Deny matching credit for all or part of the cost of the affected Services and require the SUBRECIPIENT to make further matching contributions to make up for the contribution determined to be ineligible.
vi) Require SUBRECIPIENT reimburse any line of credit in an amount equal to the funds used for the affected Services.
vii) Make additional conditions for any future awards from the City to the SUBRECIPIENT.
In accordance with 2 C.F.R. §200.339, in addition to any remedies for a default under this Agreement as provided herein, at law, or in equity, City may elect to pursue any or all of the following:
i) Repayment from SUBRECIPIENT to City of any amount which the State or Federal government determines to have been misused or are subject to repayment;
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ii) Modify any plans, budget, compensation terms, schedules, manner of providing services or other activities in connection with this Agreement, or take other actions directed or recommended by the State or Federal government; iii) Elect to have SUBRECIPIENT re-perform or cause to be re-performed, at
SUBRECIPIENT
requirements of this Agreement;
iv) In the case of goods, reject the goods and require SUBRECIPIENT to provide replacement goods that meet the needs of City and the terms of this Agreement; and
v) Hire another contractor, subcontractor, or vendor to perform the work and deduct any additional costs incurred by City as a result of substituting contractors, subcontractors, or vendors from any amounts due to SUBRECIPIENT.
F) Ownership of Documents. Information, programs, software, firmware, designs, hardware, documentation, data, source code, and any literary works and other works of authorship created under or in connection with Documents
be delivered to the City when this Agreement expires or is terminated. SUBRECIPIENT acknowledges and agrees it has no ownership in the Documents, and such Documents are owned by the City.
G) Additional Termination Provisions. Upon receipt of a Notice of Termination or a Notice of Termination for Cause specifying the extent of the termination, the effective date of the termination, regardless of whether the termination is for cause or for convenience, SUBRECIPIENT shall promptly discontinue the Services unless such notice directs SUBRECIPIENT to the contrary. SUBRECIPIENT shall deliver and transfer title to the City for all Documents and provided materials and completed work, and work in progress, including, without limitation, drafts, documents, plans, forms, maps, products, graphics, computer programs, software, hardware, and reports created under or in connection with this Agreement. The rights and remedies provided in this article are in addition to any other rights and remedies provided under this Agreement, at law, or in equity, including, without limitation, the right to specific performance. SUBRECIPIENT acknowledges the Ci right to terminate this Agreement with or without cause as provided in this article and hereby waives any and all claims for any damages, including, without limitation, special, indirect, punitive, incidental, exemplary, or consequential damages, losses, or lost profits, that might arise from the Cityof terminating this Agreement. City shall not be liable for any costs other than the charges or portions thereof that are authorized by this Agreement. If City terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, SUBRECIPIENT shall be entitled to receive only the amounts payable under this article, and SUBRECIPIENT specifically waives any claim for any other amounts or damages, including, without limitation, special, indirect, punitive, incidental, exemplary, or consequential damages, losses, or lost profits, arising from the Ci
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H) Confidential Information. Subject at all times to all record keeping and other obligations set forth herein, within thirty (30) days following written request following termination of this Agreement, each Party must return or destroy all confidential information marked as such of the other Parties in its possession and must not make or retain any copies of such confidential information except as provided for under this Agreement or as required to comply with any applicable legal or accounting record keeping requirements.
X. NOTICE
A) Any notice required to be given under the provisions of this Agreement shall be in writing and shall be duly served when it shall have been delivered in person or deposited, enclosed in a wrapper with the proper postage prepaid thereon, and duly registered or certified, return receipt requested, in a United States Post Office, addressed to the Parties at the following addresses. If mailed, any notice or communication shall be deemed to be received three (3) days after the date of deposit in the United States Mail. Unless otherwise provided in this Agreement, all notices shall be delivered to the following addresses, with a courtesy copy provided to the other Parties by email at address(es) provided below:
To City: City of San Bernardino
290 North D Street
San Bernardino, CA 92401
Attn: Community Development and Housing Department
To SUBRECIPIENT: The Salvation Army
925 W. 10 th Street
San Bernardino, CA 92411
Attn: Program Director - Emergency Shelter &
Homelessness Services
Any Party may designate a different address by giving the other Parties ten (10) days written notice.
XI. INDEMNIFICATION
THE PROVISIONS OF THIS ARTICLE SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT, HOWEVER CAUSED, AND NO PAYMENT, PARTIAL
PAYMENT, OR ISSUANCE OF EITHER A CERTIFICATE OF SUBSTANTIAL
COMPLETION OR FINAL ACCEPTANCE IN WHOLE OR IN PART SHALL WAIVE OR RELEASE ANY OF THE PROVISIONS OF THIS ARTICLE.
TO THE EXTENT NOT OTHERWISE PROHIBITED UNDER THE LAWS OF THE
STATE OF CALIFORNIA, SUBRECIPIENT INDEMNIFYING PARTY SHALL
INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO
CITY), RELEASE, AND HOLD HARMLESS THE CITY AND ITS OFFICERS,
OFFICIALS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS,
REPRESENTATIVES, SUCCESSORS, AND ASSIGNS INDEMNIFIED PARTIES
FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITY, EXPENSE, Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
JUDGMENT, SUIT, CAUSE OF ACTION, DEMAND, OR OTHER DAMAGES (
COURT COSTS THAT MAY BE INCURRED BY THE CITY IN LITIGATION OR
OTHERWISE RESISTING SAID CLAIMS OR LIABILITIES THAT MIGHT BE
IMPOSED ON THE INDEMNIFIED PARTY AS THE RESULT OF SUCH
ACTIVITIES BY THE INDEMNIFYING PARTY OR ANOTHER ENTITY OVER
WHICH THE INDEMNIFYING PARTY EXERCISES CONTROL OR FOR WHOSE
ACTS INDEMNIFYING PARTY MAY BE LIABLE) OF ANY KIND OR
CHARACTER WHATSOEVER THAT MAY BE ASSERTED OR ACCRUE
AGAINST AN INDEMNIFIED PARTY DUE TO, ARISING OUT OF, OR IN CONNECTION WITH ANY INTENTIONAL TORT; PERSONAL INJURY, DEATH, OR DAMAGE TO PROPERTY; INTELLECTUAL PROPERTY INFRINGEMENT; FAILURE TO PAY A LABORER, SUPPLIER, OR ANY OTHER PARTY;
BANKRUPTCY, STATE OR FEDERAL TAX LEVIES OR LIENS, OR OTHER
SIMILAR LEGAL PROCEEDINGS AFFECTING THE INDEMNIFYING PARTY, IN WHICH THE INDEMNIFIED PARTIES MAY BECOME IN ANY WAY INVOLVED;
OR ANY OTHER ACT, ERROR, OR OMISSION COMMITTED BY THE
INDEMNIFYING PARTY OR ANOTHER ENTITY OVER WHICH THE
INDEMNIFYING PARTY EXERCISES CONTROL OR FOR WHOSE ACTS
INDEMNIFYING PARTY MAY BE LIABLE, RELATING TO THE SERVICES OR
THIS AGREEMENT, AND WHICH DOES NOT RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY.
CITY WILL PROVIDE THE INDEMNIFYING PARTY PROMPT, WRITTEN NOTICE
OF ANY SUCH CLAIM OR SUIT AND SHALL REASONABLY COOPERATE WITH
THE INDEMNIFYING PARTY IN ITS DEFENSE OR SETTLEMENT OF SUCH CLAIM OR SUIT.
IF A RESTRAINING ORDER OR TEMPORARY INJUNCTION IS GRANTED DUE
TO ANY ACT, ERROR, OR OMISSION OF THE INDEMNIFYING PARTY OR
ANOTHER ENTITY OVER WHICH THE INDEMNIFYING PARTY EXERCISES
CONTROL, THE INDEMNIFYING PARTY SHALL MAKE EVERY EFFORT,
INCLUDING, BUT NOT LIMITED TO, SECURING A BOND IN ACCORDANCE
WITH APPLICABLE LAW AND SATISFACTORY TO THE CITY TO OBTAIN THE
SUSPENSION OF ANY SUCH RESTRAINING ORDER OR TEMPORARY
INJUNCTION.
CITY RESERVES THE RIGHT TO BE INDEPENDENTLY REPRESENTED BY
COUNSEL OF ITS OWN CHOICE IN CONNECTION WITH ANY SUCH SUIT OR PROCEEDING.
XII. COMPLIANCE AND STANDARDS
A) Confidential Information. The Parties agree to keep confidential the contents of all confidential discussions among the Parties. Except where disclosure is required by law, the Parties agree to keep confidential the contents of all confidential records disclosed by the disclosing Party and other information identified by the disclosing Party as confidential Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
or deemed confidential by applicable federal, state, or local law and obtained during the performance of Services under this Agreement. Except for contractors, subcontractors, suppliers, and vendors who have a need to know in order to perform their respective scope of work in support of this Agreement and who are subjected to similar confidentiality obligations as those set forth herein, the Parties shall not release any confidential information unless the disclosing Party, in writing, authorizes such release of specific, confidential information to any third parties.
The Parties shall not access any information they are not authorized to receive, whether such authorization comes through this Agreement or otherwise. SUBRECIPIENT must not copy, recreate, or use any proprietary information or proprietary documents obtained from the City in connection with this Agreement other than for the performance of this Agreement.
SUBRECIPIENT must not divulge or otherwise make use of the trade secrets or confidential information, procedures, or policies of any former employer, client, or customer in the performance of this Agreement, nor shall SUBRECIPIENT copy, recreate, or use any proprietary information of any third party in the performance of Services under this Agreement except to the extent authorized by such third parties.
B) No Breach or Default. SUBRECIPIENT is not in breach of any other contract, obligation or covenant that would affect SUBRECIPIENT ability to perform under this Agreement and, as a result of entering into this Agreement, will not breach any such contract, obligation, or covenant.
C) Conflict of Interest. SUBRECIPIENT must comply with the conflicts of interest requirements of 24 C.F.R. §576.404 with respect to the use of the Subaward to procure services, equipment, supplies, or other property, which provides that no person who is an employee, agent, consultant, officer, or elected or appointed official of SUBRECIPIENT and who exercises or has exercised any functions or responsibilities with respect to assisted activities, or who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself, or for those with who he or she has family or business ties, during his or her tenure or for one (1) year thereafter. SUBRECIPIENT must also establish and maintain written standards of conduct covering organizational conflicts of interest required under 2 C.F.R. §200.318. All contractors of the SUBRECIPIENT must comply with the same requirements that apply to SUBRECIPIENT under this subsection.
SUBRECIPIENT has not nor shall it knowingly acquire any interest that would conflict in any manner with the performance of its obligations under this Agreement. Furthermore, no company or person, other than a bona fide employee, has been employed to solicit or secure this Agreement with the City, and SUBRECIPIENT has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this provision, the City shall have Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
the right to terminate this Agreement without liability and,discretion, to deduct from the Subaward or otherwise recover the full amount of such fee, percentage, brokerage fee, gift, or other consideration.
D) Lobbying. SUBRECIPIENT shall not use funds received under this Agreement to directly or indirectly pay any person for influencing or attempting to influence any public employee or official in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of any contract. Pursuant to 31 U.S.C. § 1352 (2003), if at any time during the Term of this Agreement funding to SUBRECIPIENT exceeds $100,000.00, SUBRECIPIENT shall file with the City the Federal Standard Form
E) Affiliated Entities. SUBRECIPIENT shall not enter into any subcontract, contract Arrangement all
or any portion of the Services or other labor or materials in connection with the Project with any party or entity if such party or entity is an Affiliated Entity (as defined below) of SUBRECIPIENT unless approval of such Arrangement has been granted by City, after full disclosure in writing by SUBRECIPIENT to City of such affiliation or relationship and all Affiliated Entities
concerns or individuals if, directly or indirectly
i) Either one controls or can control the other party; or ii) A third-party controls or can control both.
Any holder of more than ten percent (10%) of the issued and outstanding shares of another entity shall be deemed to have a controlling interest in said entity.
F) No Federal Exclusion.
i) Neither SUBRECIPIENT nor any of its employees is Ineligible Person Ineligible Person
a) is currently excluded, debarred, suspended, or otherwise ineligible to participate in any federal and/or state grant, health care program, or in federal and/or state procurement or non-procurement programs. This includes but is not limited to persons who are on the List of Excluded Individuals or Entities of the Inspector General, List of Parties excluded from Federal Programs by the General Services Administration or the Medicaid Sanction List; or,
b) has been convicted of a criminal offense related to the provision of health care items or services [within the rules and regulations of 42 USC §1320a-7(a)], but has not yet been excluded, debarred, suspended, or otherwise declared ineligible.
ii) SUBRECIPIENT agrees to promptly report to the City if it becomes an Term of this Agreement, or to cease assigning
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Term of this Agreement.
iii) SUBRECIPIENT is not debarred, suspended, or otherwise excluded from or ineligible for participation in any Federal programs, including but not limited to the following: Department of Health and Human Services (DHHS), Office of Inspector General (OIG) List of Excluded Individuals & Entities (LEIE); U.S. General Services Administration (GSA) Excluded Parties List System (EPLS); All States (50) Health & Human Services Commission Medicaid OIG Sanction List; Government Terrorist Watch List (OFAC/Patriot Act); Department of Commerce, Bureau of Industry and Security, Denied Persons List; and Department of Homeland Security, Immigration and Customs Enforcement (ICE) Most Wanted.
SUBRECIPIENT must immediately notify the City of any such exclusion or suspension. SUBRECIPIENT is in good standing with all State and Federal agencies that have a contracting or regulatory relationship with the City. No person who has an ownership or controlling interest in SUBRECIPIENTs business or who is an agent, principal, or managing employee of SUBRECIPIENT has been convicted of a criminal offense related to involvement in any federal program.
G) Whistleblower Protection Act. SUBRECIPIENT understands and agrees that this Agreement and its employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239). SUBRECIPIENT shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712. SUBRECIPIENT Whistleblower Protection Actcontracts
and subcontracts entered into in connection with this Agreement.
H) Interested Parties. Prior to execution of the Agreement, SUBRECIPIENT shall, as an update, complete ]
The information on the form must be complete and accurate.
I) Compliance with Federal Requirements. SUBRECIPIENT acknowledges and agrees it is a subrecipient (as defined in 24 C.F.R. § ) of the City and must comply with the applicable requirements of the Federal Grant Regulations, including, without limitation, 2 C.F.R. §§ 200.330200.331.
SUBRECIPIENT agrees to comply with all applicable federal law, regulations, executive orders, policies, procedures, and directives, as well as state and local laws, regulations, and policies governing the funds provided under this Agreement. With respect to any conflict between such federal requirements and the terms of the Agreement and the provisions of state or local law, the strictest requirement shall control except as otherwise required under federal law or regulation. Violations of law will be referred to the proper authority in the Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
applicable jurisdiction. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.
Contracts and subcontracts entered into by SUBRECIPIENT in connection with this Agreement shall comply with all applicable federal laws, regulations, executive orders, policies, procedures, and directives.
i) Fund payments are considered to be federal financial assistance subject to the Single Audit Act, codified at 31 U.S.C. §§ 75017507.
ii) SUBRECIPIENT is subject to a single audit or program specific audit under 2 C.F.R. §200.501(a) when SUBRECIPIENT spends $1,000,000 or more in federal awards during the fiscal year, and SUBRECIPIENT must arrange for an independent financial and compliance audit annually for each such fiscal year and submit the results to City within thirty (30) days of completion. iii) Fund payments are subject to 2 C.F.R. § 200.303 regarding internal controls. iv) Fund payments are subject to 2 C.F.R. §§ 200.331200.333 regarding subrecipient monitoring and management.
v) Fund payments are subject to Subpart F of the Uniform Guidance regarding audit requirements.
Subawards, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement, including but not limited to 2 C.F.R. §§ 200.303, 200.331 200.333, and 200.501(a) and 2 C.F.R. Part 200, Subpart F.
J) Administrative Costs. SUBRECIPIENT may not use funds for administering the program, including costs of consultants to support effective management and oversight, including consultation for ensuring compliance with legal, regulatory, and other requirements.
K) Program IncomeProgram Income means, as defined under 2 C.F.R. Part 200 and in accordance with 2 C.F.R. §200.307, the gross income received by the SUBRECIPIENT (including any amount of a security or utility deposit returned to the SUBRECIPIENT) that is generated by the use of the Subaward. Costs paid by Program Income may count toward the matching requirements in accordance with 24 C.F.R. §576.407(c)(1), provided the costs are eligible costs under the Federal Grant Regulations. Program Income funds action plan.
SUBRECIPIENT agrees to calculate, document, and record all Program Income.
SUBRECIPIENT also agrees to implement written policies that explicitly identify appropriate allocation methods, accounting standards and principles, compliance monitoring checks for program income calculations, and records.
L) Cost Principles. Costs incurred, whether charged on a direct or an indirect basis, must be in conformance with 2 C.F.R. Part 200, Subpart E.
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M) Reporting Obligations. SUBRECIPIENT must submit regular annual progress and financial reports through HMIS on or before the 15th day of August, in form and substance satisfactory to City, containing, at a minimum, the information required under 24 C.F.R. §576.500 and 2 C.F.R. §§200.328-.330, in compliance with all Federal Grant Regulations.
N) No Obligation by Federal Government. None of the Federal government, HUD, and any other federal agency or pass-through entity providing financial assistance are a party to this Agreement or any transaction between a subrecipient and a contractor or subcontractor. The Federal government or any other federal agency or pass-through entity providing financial assistance are not subject to any obligations or liable to any party for any matter relating to this Agreement.
O) Program Fraud & False or Fraudulent Statements or Related Acts. Recipients, subrecipients, and contractors must comply with 31 U.S.C. Chapter 38, Administrative Remedies for False Claims and Statements, which shall apply to the activities and actions of recipients, subrecipients, contractors, and subcontractors pertaining to any matter resulting from a contract.
P) Fraud, Waste, and Abuse Reporting. SUBRECIPIENT must promptly report to the City in accordance with all the Notice provisions contained in this Agreement of all suspected or known instances and facts concerning fraud, waste, abuse, or criminal activity under this Agreement.
Q) Displacement and Relocation. SUBRECIPIENT must take all reasonable steps to minimize the displacement of persons (families, individuals, businesses, nonprofit organizations, and farms) as a result of the Services [or the Project]. If the Services [or Project] will result in the displacement of persons, SUBRECIPIENT must comply with the requirements of24 C.F.R. §576.408 and the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations at 49 C.F.R. Part 24. Temporary relocation as a result of the Services [or the Project] is not permitted, and any relocation should be treated as a permanently displacement.
XIII. ADMINISTRATIVE REQUIREMENTS
A) Direct and Indirect Costs. SUBRECIPIENT may use funds provided under the Subaward to cover both direct costs and indirect costs in accordance with 24 C.F.R. §576.109.
B) Financial Management. SUBRECIPIENT agrees to comply with and adhere to any accounting principles and procedures required by federal law, as well as utilize adequate internal controls relating to performance of this Agreement. SUBRECIPIENT accounting systems to record expenditures must be established and maintained in accordance with generally accepted, sound accounting standards.
C) Universal Identifier and System for Award Management. SUBRECIPIENT must comply with the requirements of 2 C.F.R. Part 25 (Universal Identifier and System for Award Management (SAM)). The SUBRECIPIENT must have an active registration in SAM in accordance with 2 C.F.R. Part 25, Appendix A, and must have a Unique Entity Identifier.
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The SUBRECIPIENT must also comply with provisions of the Federal Funding Accountability and Transparency Act, which includes requirements on executive compensation, and 2 C.F.R. Part 170 (Reporting and Subaward and Executive Compensation Information).
D) Procurement and Contractor Oversight. SUBRECIPIENT acknowledges that it is a subrecipient, as defined in federal law, of the City and is obligated to comply with all applicable federal requirements, including the procurement standards in 2 C.F.R. §§ 200.317200.327, in the procurement of its contractors performing the Services on the Project under this Agreement and to include all applicable federal requirements in its contracts with such contractors. SUBRECIPIENT must maintain oversight of all activities under this Agreement and shall ensure that for any procured contracts their respective contractors perform according to the terms and conditions of the procured contracts and the terms and conditions of this Agreement.
E) Audits, Documentation & Recordkeeping/Record Retention. SUBRECIPIENT must establish a written policy for recordkeeping (including for confidential information as described in 24 C.F.R. §576.500(x)) and maintain records sufficient to enable the City to (1) determine whether the SUBRECIPIENT has complied with this Agreement, applicable Federal statutes and regulations, and the award terms and conditions and (2) satisfy recordkeeping requirements established by City and applicable regulations and guidance issued by HUD as prescribed for City.
i) The City, any federal or state agency (including without limitation any federal Inspectors General), the Comptroller General of the United States, or any of their authorized representatives Auditor, shall have the right of access to any facilities and to any records, documents, financial statements, papers, or other records of the SUBRECIPIENT in order to make audits, examinations, excerpts, and transcripts related to this Agreement.
SUBRECIPIENT must cooperate with such examinations, studies, and audits and provide the Auditor with such documents, including, without limitation, SUBRECIPIENTbackup and support data related to any work, materials, and billings under this Agreement. The Auditor may perform such examinations, studies, and audits before or after payment. The right of access of Auditor also includes timely and reasonable access to the SUBRECIPIENTpersonnel for the purpose of interview and discussion related to such documents. All payments made by City are subject to re-evaluation and refund or withholding of future payments conditioned on the results of the audit. SUBRECIPIENT agrees that in the event its performance under this Agreement is subjected to audit exceptions by appropriate federal audit agencies, SUBRECIPIENT shall be responsible for complying with such exceptions and paying City the full exceptions.
ii) All recipients, subrecipients, contractors, subcontractors, successors, transferees, and assignees must acknowledge and agree to comply with Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
applicable provisions governing access to records, accounts, documents, information, and facilities.
iii) To the extent required by and in accordance with 2 C.F.R. Part 200 and any applicable guidance from HUD, recipients, subrecipients (including SUBRECIPIENT), contractors, subcontractors, successors, transferees, and assignees must retain sufficient records, which may include, but are not limited to, financial records, supporting documents, statistical records, and all other records pertinent to the Agreement. Subject to and in accordance with the requirements set forth and in accordance with 2 C.F.R. Part 200 (including particularly 2 C.F.R. Part 200, Subpart D) and any applicable guidance from HUD, provided in the event of litigation, claim, or audit, the records must be retained until all litigation, claims, and audit findings involving the records have been fully resolved, records shall be maintained by SUBRECIPIENT as required under 24 C.F.R. §576.500(y) for the greater of (i) five (5) years or (ii) the following:
a. Documentation of each program participants qualification as a family or individual at risk of homelessness or as a homeless family or individual and other program participant records must be retained for five (5) years after the expenditure of all funds from the grant under which the program participant was served;
b. Where Subaward funds are used to rehabilitate or convert a building into an emergency shelter and the costs charged to the Subaward for the rehabilitation or conversion exceed seventy-five percent (75%) of the value of the building before rehabilitation or after conversion, records must be retained until ten (10) years after the date that Subaward funds are first obligated for the rehabilitation or conversion.
iv) This Section XI(F) shall survive termination of this Agreement.
F) Personally Identifiable Information. SUBRECIPIENT must take reasonable measures to safeguard protected personally identifiable information, and other information the City designates as sensitive consistent with applicable Federal, state, local, and tribal laws regarding privacy and obligations of confidentiality. For purposes of this provision, the definition for personally identifiable information found at 2 C.F.R. § 200.1 is incorporated herein.
G) Monitoring & Compliance. To the extent required and in accordance with 2 C.F.R. Part 200, City shall have the right to monitor the activities of SUBRECIPIENT as necessary and in accordance with applicable regulations on subrecipient monitoring and management (2 C.F.R. §§ 200.331200.333) to ensure SUBRECIPIENT and the Project are in compliance with all the requirements of this Agreement, including the timeframes and performance goals associated with the Activities. In the event the City has reasonable grounds to question the fiscal accountability, financial soundness, or compliance of SUBRECIPIENT or the Project with this Agreement, the City may suspend performance Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
of this Agreement, SUBRECIPIENT of same, for the longer of (i) a period of sixty (60) days after City provides such notice to SUBRECIPIENT or (ii) pending resolution of an audit or other investigation as determined by City.
Substandard performance as determined by the City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by SUBRECIPIENT within seven (7) days after being notified by the City, the City may impose additional conditions on SUBRECIPIENT and its use of funds (per 2 C.F.R. § 200.208), suspend or terminate this Agreement, or initiate other remedies for noncompliance. Monitoring of SUBRECIPIENT shall include:
i) Reviewing financial and performance reports as required by the City. ii) Following-up and ensuring that SUBRECIPIENT takes timely and appropriate action on all deficiencies pertaining to this Agreement detected through audits, on-site reviews, and other means.
Depending upon Ci assessment of the risk posed by SUBRECIPIENT based upon the requirements of 2 C.F.R. Part 200 and/or applicable guidance from HUD, the following monitoring tools may be used by City to ensure proper accountability and compliance with program requirements and achievement of performance goals that are set forth in this Agreement:
i) Providing SUBRECIPIENT with training and technical assistance on program-related matters; and
ii) Performing on-site reviews of SUBRECIPIENT program operations.
H) Closeout. SUBRECIPIENT must comply with all applicable requirements for closeout under 2 C.F.R. §200.344, including timely submission of all reports, refunding unobligated funds and funds not authorized for retention, and submission of any required accounting, as well as providing any other information, documentation, or other items requested by the City required for City to comply with closeout procedures. SUBRECIPIENT must submit all required financial, performance, and other reports and liquidate all obligations incurred no later than ninety (90) days after the end of the Term.
XIV. PUBLIC CONTACT
Contact with the news media, citizens of the City, or governmental agencies shall be the responsibility of the City. Under no circumstances shall SUBRECIPIENT release any material or information relating to the performance of the Services without the express written permission of the City.
XV. APPLICABLE LAW AND VENUE
A) The Agreement is subject to all applicable state and federal laws, orders, rules, and regulations.
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B) This Agreement is governed by the laws of the State of California, unless federal law controls as to the issue.
C) The forum for any action under or related to the Agreement is exclusively in a state or federal court (if the latter has or can acquire subject matter jurisdiction) located in San Bernardino County, California. Each party irrevocably submits to personal jurisdiction in the state or federal courts of San Bernardino County, California.
D) The exclusive venue for any action under or related to the Agreement is in a state or federal court of competent jurisdiction in San Bernardino County, California, and each party waives any objection based on improper venue or forum non conveniens.
XVI. TAXES AND CHARGES
E) The City is neither liable for any property taxes, charges, or fees assessed against SUBRECIPIENT nor obligated to reimburse SUBRECIPIENT for any taxes, charges, or fees assessed against SUBRECIPIENT for the supplies provided and any Services rendered.
XVII. [RESERVED.]
XVIII. NO PERSONAL LIABILITY; NO WAIVER OF IMMUNITY
A) Nothing in this Agreement shall be construed as creating any personal liability on the part of any officer, official, manager, director, employee, agent, or representative of the City, and SUBRECIPIENT expressly agrees that execution of the Agreement does not create any personal liability on the part of any officer, official, manager, director, employee, agent, or representative of the City.
SUBRECIPIENT makes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release. Section 1542 of the Civil Code provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY
__________
SUBRECIPIENT
B) The Parties agree that no provision of this Agreement extends the liability of the City beyond the liability permitted under the laws of the State of California.
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C) Neither the execution of this Agreement nor any other conduct of any Party relating to this Agreement shall be considered a waiver by the City of any right, defense, or immunity under the laws of the State of California.
XIX. INSURANCE REQUIREMENTS
A) SUBRECIPIENT shall, at all times during the term of this Agreement, maintain insurance coverage with not less than the type and requirements prescribed in the Insurance Requirements attached hereto as Exhibit G. Such insurance is to be provided at the sole cost and liability of the SUBRECIPIENT. The Exhibit G insurance requirements as to the types and limits of insurance coverage to be maintained by SUBRECIPIENT, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the SUBRECIPIENT pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
i) Insurance is to be placed with insurers authorized to conduct business in the [A-VII], unless otherwise
acceptable to the City.
ii) SUBRECIPIENT must furnish the City, prior to the required date of coverage, or at any time afterwards upon the request by the City, true and accurate copies of all certificate(s) of insurance, with original certificates and endorsements or copies of the applicable policy language effecting coverage required by this section and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. iii) SUBRECIPIENT agrees insurance coverage maintained by the City shall apply in excess of and not contribute with SUBRECIPIENTinsurance as required under this section.
iv) The City reserves the right to modify these insurance requirements, including coverage amounts, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
v) SUBRECIPIENT shall require and verify that all contractors and subcontractors maintain insurance meeting all requirements stated herein, and SUBRECIPIENT shall ensure that City is an additional insured on such insurance. For CGL coverage, subcontractors must provide coverage with a form at least as broad as CG 20 38 04 13.
B) Generally, SUBRECIPIENT must maintain, at a minimum, the following insurance requirements. The below standards are for reference as the controlling requirements are listed in Exhibit G.
i) Commercial General Liability: Insurance Services Office Form CG 00 01 operations, property damage, bodily injury and personal & advertising injury Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
ii) California, with Statutory
$1,000,000 per accident for bodily injury or disease.
iii) Automobile Liability Coverage: ISO Form Number CA 00 01 covering any auto (Code 1), or if SUBRECIPIENT has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
iv) Public Liability Insurance: Covering all risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Agreement. The amounts of such insurance shall not be less than: Property Damage, per occurrence: $1,000,000; Bodily Injury or Death, per person:
$1,000,000; Bodily Injury or Death, per occurrence: $3,000,000. v) Proof of insurance with proof of waiver of subrogation and City designated as this Agreement, when
executed, as part of Exhibit G, attached hereto and incorporated herein by reference.
C) In addition to and cumulative with any other remedies City may have if the SUBRECIPIENT fails to provide or maintain any required insurance coverage, City may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premium for such insurance from any sums due under this Agreement;
ii) Order the SUBRECIPIENT to stop work under this Agreement and/or withhold any payment(s) which become due to the SUBRECIPIENT hereunder until the SUBRECIPIENT demonstrates compliance with the insurance coverage requirements; or
iii) Terminate this Agreement.
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XX.[RESERVED.]
XXI. WAIVER OF BREACH
Waiver by any Party of a breach or violation of any provision of the Agreement is not a waiver of any subsequent breach.
XXII. SEVERABILITY
If any provision or part of the Agreement or its application to any person, entity, or circumstance is ever held by any court of competent jurisdiction to be invalid for any reason, the remainder of the Agreement and the application of such provision or part of the Agreement to other persons, entities, or circumstances are not affected.
XXIII. SURVIVAL OF TERMS
Any provision of this Agreement that, by its plain meaning, is intended to survive the expiration or earlier termination of this Agreement including, but not limited to the indemnification provisions, shall survive such expiration or earlier termination. If an ambiguity exists as to survival, the provision shall be deemed to survive.
XXIV. CONTRACT CONSTRUCTION
A) This Agreement shall not be construed against or in favor of any Party hereto based upon the fact that the Party did or did not author this Agreement.
B) The headings in this Agreement are for convenience or reference only and shall not control or affect the meaning or construction of this Agreement.
C) When terms are used in the singular or plural, the meaning shall apply to both.
D) When either the male or female gender is used, the meaning shall apply to both.
XXV. SUCCESSORS, ASSIGNS, AND SUBCONTRACTING
A) This Agreement is binding on and inures to the benefit of the Parties and their respective successors and assigns.
B) No Party shall assign, sublet, award, or transfer its interest in this Agreement without written consent of the other Parties.
C) SUBRECIPIENT may not enter into any contract or subcontract in connection with this Agreement without the express written consent of the City.
XXVI. NO THIRD-PARTY BENEFICIARIES
A) The City is not obligated or liable to any party other than SUBRECIPIENT for the performance of this Agreement.
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B) Except as to audit rights, nothing in the Agreement is intended or shall be deemed or construed to create any additional rights or remedies in any third party.
C) Except as to audit rights, nothing contained in the Agreement shall be construed to or operate in any manner whatsoever to increase the rights of any third party, or the duties or responsibilities of the City with respect to any third party.
XXVII. OTHER FEDERAL REQUIREMENTS
A) SUBRECIPIENT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry or national origin in its provision of the Services in compliance with 24 C.F.R. §576.407. To the extent this Agreement provides that SUBRECIPIENT offer accommodations or services to the public, such accommodations or services shall be offered to the public on fair and reasonable terms and SUBRECIPIENT must make known that use of any facilities, assistance, and services are available to all on a nondiscriminatory basis in compliance with 24 C.F.R. §576.407(b). SUBRECIPIENT must establish outreach procedures to make known the availability of any facilities, assistance, and services to persons of any particular race, color, religion, sex, age, national origin, familial status, or disability who may qualify for such facilities, assistance, and services. Consistent with Title VI and Executive Order 13166, SUBRECIPIENT must take reasonable steps to ensure meaningful access to programs and activities for limited English proficiency persons.
B) As required under 24 C.F.R. §576.409, SUBRECIPIENT must comply with the Violence VAWA SUBRECIPIENT must ensure each lease to an Eligible Household the VAWA Notice and Certification Forms], in order to comply with the requirements of 24 C.F.R. §5.2005. SUBRECIPIENT must ensure that the [VAWA Notice and Certification Forms] are made available in multiple languages in accordance with Executive Order 13166. Within thirty (30) days of the Effective Date of this Agreement, SUBRECIPIENT must deliver to City a copy of SUBRECIPIENT plan in accordance with 24 C.F.R. §5.2005(e). Pursuant to 24 C.F.R. §576.409(f), denial of admission of otherwise qualified participant(s) to or removal from the emergency shelter on the basis or as a direct result of the fact that the participant is or has been a victim of domestic violence, dating violence, sexual assault, or stalking is prohibited.
C) In addition to other procurement requirements and standards of 2 C.F.R. Part 200, SUBRECIPIENT and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA
percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
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D) SUBRECIPIENT acknowledges the requirements of 24 C.F.R. §5.109 apply to the Services, including, without limitation, requirements regarding disposition and change in use of real property by a faith-based organization.
XXVIII. ENTIRE AGREEMENT; MODIFICATIONS
A) This instrument contains the entire Agreement between the Parties relating to the rights herein granted and obligations herein assumed.
B) Any oral or written representations or modifications concerning this instrument shall not be effective excepting a subsequent written modification signed by the Parties.
XXIX. EXECUTION, MULTIPLE COUNTERPARTS
This Agreement may be executed in several counterparts. Each counterpart is deemed an original. All counterparts together constitute one and the same instrument. Each Party warrants that the undersigned is a duly authorized representative with the power to execute this Agreement.
XXX. REPRESENTATIVE
The and Housing Department, or such
Representative shall represent the City in all matters
pertaining to this Agreement. Whenever a reference is made herein to an action or approval Agreement specifically provides otherwise or the context should otherwise require. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Exhibit A
Federal Award Identification Table and
Scope of Services
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Exhibit B
Award Terms and Conditions
Terms and Conditions
1. General terms and requirements. The Recipient must comply with all applicable federal laws, This agreement, including any attachments and addenda, may only be amended in writing executed by parties to this agreement and any addenda.
2. Administrative requirements. The Recipient must comply with the following requirement(s) if checked below:
The administrative requirements in the HUD General Administrative, National, and 2025, as indicated in the relevant NOFO, apply to this agreement.
The grantee shall comply with requirements established by the Office of Management and Budget (OMB) concerning the Unique Entity Identifier (UEI); the System for Award Management (SAM.gov.); the Federal Funding Accountability and Transparency Act as provided in 2 C.F.R. part 25, Universal Identifier and General Contractor Registration; and 2 C.F.R. part 170, Reporting Subaward and Executive Compensation Information.
3. Applicability of 2 C.F.R. part 200.
The Recipient must comply with the applicable requirements at 2 C.F.R. part 200, as may be amended from time to time. If any previous or future amendments to 2 C.F.R. part 200 replace of the Code of Federal
Regulations, the amended part 200 requirements will govern award activities carried out after
The Recipient must comply with the applicable requirements at 2 C.F.R. part 200. If any previous amendments to 2 C.F.R. part 200 replace or renumber any part 200 section cited in part 200
4. Future budget periods. If the period of performance spans multiple budget periods, subsequent budget periods are subject to the availability of funds, program authority, satisfactory performance, and compliance with the terms and conditions of the Federal award.
5. Indirect Cost Rate. If the Recipient intends to use a negotiated or de minimis rate for indirect costs, the Recipient must submit an Indirect Cost Rate form to HUD, either with its application using HUD- (formula and congressional grants). The submitted form/addendum will be incorporated into and made part of this agreement, provided that the rate information is consistent with the applicable requirements unde
must immediately notify HUD and execute an amendment to this agreement to reflect the change if necessary.
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6. Recipient integrity and performance matters.If the Federal share of this award is more than $500,000 over the period of performance (box 6), the terms and conditions in 2 C.F.R. part 200 Appendix XII apply to this agreement.
7. Recordkeeping and Access to Records. The Recipient hereby agrees to maintain complete and accurate books of account for this award and award activities in such a manner as to permit the preparation of statements and reports in accordance with HUD requirements, and to permit timely and effective audit. The Recipient agrees to furnish HUD such financial and project reports, records, statements, subrecipient data, and documents at such times, in such form, and accompanied by such reporting data as required by HUD. HUD and its duly authorized representative shall have full and free access to all Recipient offices and facilities, and to all books, documents, and records of the Recipient relevant to the administration, receipt, and use of this award and award activities, including the right to audit and make copies. The Recipient agrees to maintain records that identify the source and application of funds, including relevant subrecipient data, in such a manner as to allow HUD to determine that all funds are and have been expended in accordance with program requirements and in a manner consistent with applicable law.
Further, the Recipient hereby acknowledges that HUD is in the process of implementing new grants The Recipient agrees to report on grant performance and financial activities (including vendor and cash disbursement supporting details for the Recipient and its subrecipients) using these new tools new reporting environment. Once implemented, timely reporting in this new environment will be mandatory. HUD reserves the right to exercise all of its available rights and remedies for any noncompliance with these grants management and financial reporting requirements, to include, without limitation, requiring 100% review, suspension of disbursements, and all other legally available remedies, to the furthest extent permitted by law, as amended.
8. Noncompliance. If the Recipient fails to comply with the provisions of this agreement, HUD may take one or more of the actions provided in program statutes, regulations or 2 C.F.R. § 200.339, as applicable. Nothing in this agreement shall limit any remedies otherwise available to HUD in the case of noncompliance by the Recipient. No delay or omissions by HUD in exercising any right or remedy available to it under this agreement shall impair any such right or remedy or constitute a waiver of or acquiescence in any Recipient noncompliance.
9. Termination provisions. Unless superseded by program statutes, regulations or NOFOs, the termination provisions in 2 C.F.R. § 200.340 apply.
10. Build America, Buy America. The Recipient must comply with the requirements of the Build America, Buy America (BABA) Act, 41 U.S.C. § 8301 note, and all applicable rules and notices, as Waiver for FY 2022 and 2023 of Build America, Buy America Provisions as Applied to Recipients infrastructure projects HUD has obligated funds for after the effective dates, unless excepted by a waiver.
11. Waste, Fraud, Abuse, and Whistleblower Protections. Any person who becomes aware of the existence or apparent existence of fraud, waste, or abuse of any HUD award must report such incidents Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
Allegations of fraud, waste, and abuse related to HUD programs can be reported to the HUD OIG hotline via phone at 1-800-347-3735 or online hotline form. The Recipient must comply with 41 U.S.C. § 4712, which includes informing employees in writing of their rights and remedies, in the predominant native language of the workforce. Under 41 U.S.C. § 4712, employees of a government contractor, subcontractor, recipient, and subrecipientas well as a personal services contractorwho make a protected disclosure about a Federal award or contract cannot be discharged, demoted, or otherwise discriminated against if they reasonably believe the information they disclose is evidence of (1) gross mismanagement of a Federal contract or award; (2) waste of Federal funds; (3) abuse of authority relating to a Federal contract or award; (4) substantial and specific danger to public health and safety; or (5) violations of law, rule, or regulation related to a Federal contract or award.
12. Third-Party Claims. Nothing in this agreement shall be construed as creating or justifying any claim against the federal government or the Recipient by any third party.
13. Rule of Construction and No Construction Against Drafter. Notwithstanding anything contained in this agreement, the terms and conditions hereof are to be construed to have full and expansive effect in both interpretation and application, and the parties agree that the principle of interpretation that holds that ambiguities in terms or conditions are construed against the drafter shall not apply in interpreting this agreement.
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Exhibit C
FEDERAL REQUIREMENTS FOR SUBRECIPIENTS
Subaward Information (2 CFR 200.332).
1. Subrecipient Name The Salvation Army
[ ]
3. Federal Award Identification Number
(FAIN)
E25MC060539
4. Federal Award Date September 24, 2025
5. Subaward Period of Performance: Start
Date and End Date
Start Date: August 1, 2025 End Date: June
30, 2026
6. Subaward Budget Period Start Date and
End Date
Start Date: August 1, 2025 End Date: June
30, 2026
7. Amount of Federal Funds Obligated to the
Subrecipient by the Pass-Through Entity
$167,259.00
8. Amount of Federal Funds Obligated to the
Subrecipient by the Pass-Through Entity,
Including the Current Obligation
$167,259.00
9. Total Amount of the Federal Award
Committed to the Subrecipient by the Pass-
Through Entity
$167,259.00
10. Federal Award Project Description Use of ESG Funds for the purpose of providing Emergency Shelter services,
Homelessness Prevention assistance, and
Homeless Management Information System
(HMIS) participation.
11. Name of Federal Awarding Agency
Name of Pass-Through Entity
Contact Information for Pass-Through
Entity
U.S. Department of Housing and Urban
Development
City of San Bernardino
Gabriela Leon, [email protected] or (909)
998-2000 x2280
12. Assistance Listing Number and Title 14.231 Emergency Solutions Grants (ESG) Program
13. Is the Award for Research &
Development?
No
14. Indirect Cost Rate for Award? 25% indirect cost rate, as established under the duration of this Agreement unless
otherwise superseded by an updated NICRA.
[SUBRECIPIENT] Obligated Party
comply, to the extent applicable, with the requirements of the Emergency Solutions Grants program Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
ESG HUD
to subtitle B of title IV of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 1137111378), ESG Requirements
the rehabilitation or conversion of buildings for use as emergency shelter for the homeless, payment of certain expenses related to operating emergency shelters, essential services related to emergency shelters and street outreach for the homeless, and homelessness prevention and rapid re-housing assistance. Obligated Party must also comply with all other applicable federal statutes, regulations, and executive orders and the terms of the contract to which this Exhibit is attached Contract and the requirements of this Exhibit, including without limitation, the requirements, incorporated herein by reference, of the Unique Entity Identifier and System for Award Management (SAM), 2 CFR Part 25 (including the Award Term set forth in 2 CFR Part 25, Appendix A); Recipient Integrity and Performance Matters (including the Award Term and Condition for Recipient Integrity and Performance Matters set forth in 2 CFR Part 200, Appendix XII); and Reporting Subaward and Executive Compensation Information in 2 CFR Part 170 (including the Award Term set forth in 2 CFR Part 170, Appendix A).
Terms not otherwise defined in this Exhibit shall have the meaning assigned to them in the Contract unless context requires otherwise. To the extent the provisions in this Exhibit conflict with the Contract, the stricter of the provisions shall apply, unless and to the extent specifically set forth in the Contract; provided, however, that the parties intend this Exhibit to be interpreted consistently with all applicable federal laws, rules, regulations, interpretive guidance and other materials of the federal agency providing funding to the Pass-Through Entity (as defined in the Subaward Information table above) for the Contract.
General Procurement Standards (2 CFR 200.318-.327). Obligated Party, when applicable, must procure property or services in connection with the Project in accordance with the requirements of 2 CFR 200, including the procurement standards set forth in 2 CFR 200.318-.327. Obligated Party must maintain oversight to ensure its contractors perform in accordance with the terms, conditions, and specifications of their contracts.
Internal Controls (2 CFR 200.303). Obligated Party must establish and maintain effective internal control over the federal funds that provides reasonable assurance that federal funds are managed in compliance with all applicable Federal, State, and local laws, regulations, and the terms and conditions of the Federal award. Obligated Party must take reasonable measures to safeguard protected personally identifiable information and other information considered to be sensitive consistent with applicable Federal, State, and local laws regarding privacy and responsibility over confidentiality.
National Flood Insurance Program. If applicable, Obligated Party shall comply with the requirements of the Flood Disaster Protection Act of 1973 (P.L. 93-234; 42 U.S.C. § 4001 et seq.) (44 CFR Parts 59 through 79) for areas identified by HUD as having special flood hazards. The use of any funds provided for acquisition or construction in identified areas shall be subject to the Mandatory Purchase of Flood Insurance requirements of section 102(a) of said act.
Displacement, Relocation, Acquisition, and Replacement of Housing (24 CFR 576.408). If the Project or any work provided in accordance with the Contract will result in the displacement of persons, Obligated Party covenants and agrees to comply with the requirements of the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations at 49 CFR Part 24 and 24 CFR Part 42.
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Equal Protection of the Laws for Faith-Based Community Organizations (24 CFR 576.406).
Obligated Party shall comply with the requirements of Executive Order 13279 and 24 CFR 5.109 to ensure the equal participation of faith-based organizations in all activities under this Contract.
Lead-Based Paint (24 CFR 576.403). Obligated Party shall comply, as applicable, with the requirements of the Lead-Based Paint Poisoning Prevention Act (43 U.S.C. 48214846) and implementing regulations at 24 CFR Part 35, the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §§ 4851-4856), and the implementing regulations at 24 CFR Part 35, Subparts A, B, J, K and R and 40 CFR part 745, including, without limitation, taking appropriate actions to protect occupants of residential dwellings from the hazards associated with lead-based paint abatement procedures.
Eligibility Restrictions for Certain Noncitizens (24 CFR Part 5, Subpart E). Obligated Party shall comply with the applicable restrictions on the provision of benefits to noncitizens under 24 CFR Part 5, Subpart E.
Housing Counseling (24 CFR 576.105(e)). If Obligated Party provides housing counseling, as defined in 24 CFR 5.100, under the Contract, the housing counseling must be carried out in accordance with 24 CFR 5.111.
Whistleblower Protections (2 CFR 200.217). In accordance with 41 U.S.C. § 4712, Obligated Party may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.
The list of persons and entities referenced in the paragraph above includes the following:
i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Federal employee responsible for contract or grant oversight or management; v. An authorized official of the Department of Justice or other law enforcement agency; A court or grand jury; or
vi. A management official or other employee of Obligated Party, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.
Obligated Party shall inform its employees in writing of the rights and remedies provided under this provision in the predominant native language of the workforce.
Conflicts of Interest (2 CFR 200.318(c) and 24 CFR 576.404). In accordance with 2 CFR 200.318(c), Obligated Party must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts, as well as for disciplinary actions to be applied for violations of such standards. Such standards shall, at a minimum, provide that no employee, officer, or agent of Obligated Party may participate in the selection, award, or administration of the Contract or any other contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.
The officers, employees, and agents of the Obligated Party may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. Obligated Party and its parent, affiliate, or subsidiary organizations must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the non-Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.
In accordance with 24 CFR 576.604, in all cases other than the procurement of supplies, equipment, construction, and services, no employee, agent, consultant, officer, or elected official or appointed official of the Obligated Party who exercises or has exercised any functions or responsibilities with respect to activities assisted under the ESG program, or who is in a position to participate in a decision- making process or gain inside information with regard to activities assisted under the program, may obtain a financial interest or benefit from an assisted activity; have a financial interest in any contract, subcontract, or agreement with respect to an assisted activity; or have a financial interest in the proceeds derived from an assisted activity, either for him or herself or for those with whom he or she has family or business ties, during his or her tenure or during the one-year period following his or her tenure. HUD may grant an exception to this exclusion as provided in 24 CFR 576.404(b)(3).
REQUIRED CONTRACT PROVISIONS
Obligated Party shall comply with all of the following contract provisions. Obligated Party shall further insert in any contracts and subcontracts the provisions set forth in this exhibit, to the extent applicable, and a clause requiring contractors (and subcontractors when indicated) to include these provisions in any lower tier contracts or subcontracts. Failure to comply by Obligated Party or by any contractor or subcontractor may be grounds for termination of the Contract and for debarment as a contractor or subcontractor.
NO OBLIGATION OF THE FEDERAL GOVERNMENT
The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the non- Federal entity, Obligated Party, or any other party pertaining to any matter resulting from the Contract.
SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 Obligated Party acknowledges that any work to be performed under the Contract is on a project1 assisted all or in part under a HUD program providing more than $200,000 in federal financial assistance and, pursuant to 24 CFR 576.407, is subject to the requirements of Section 3 of the Housing
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and Urban Development Act of 1968, as amended, (12 U.S.C. § 1701u) and implementing regulations Section 3 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to lower income residents located in the area of the project and that contracts for work in connection with the project be awarded to business concerns that are owned in substantial part by lower income persons and provide economic opportunities to lower income residents located in the area of the project in accordance with 24 CFR 75.19. Obligated Party shall comply with the requirements of Section 3 and all applicable rules and orders of HUD issued thereunder as of or prior to the Contract.
Obligated Party shall include a Section 3 clause in every contract and subcontract in connection with the Contract. At the direction of the Pass-Through Entity, Obligated Party shall take appropriate action pursuant to the contract or subcontract upon a finding that the contractor or subcontractor is in violation of any Section 3 requirements. Obligated Party shall not contract or subcontract with any party where Obligated Party has notice or knowledge that such party has been found in violation of any Section 3 requirements and shall not let any contract or subcontract unless the contractor or subcontractor has first provided Obligated Party with a preliminary statement of ability to comply with the requirements of said regulations.
DISCRIMINATION
Obligated Party must comply with the statutes and regulations prohibiting excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, religion, national origin, sex, disability, or age, including, but not limited to, Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) (24 CFR Part 1); Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) (24 CFR Part 8); The Fair Housing Act, as amended (42 U.S.C. 3601 et seq.) (24 CFR Parts 100 and 107); Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.); Title II of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.); the Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.) (24 CFR Part 146); Execu
the Housing and Community Development Act of 1974 (42 USC § 5309) (24 CFR Part 6); and 24 CFR 5.105 and 24 CFR 576.407(a). Obligated Party must include a provision prohibiting such discrimination in any contracts or subcontracts for activities to which these requirements apply or could apply, and all contractors and subcontractors must comply with the applicable provision.
DISABILITIES
Obligated Party acknowledges the Contract is subject to all laws and regulations that prohibit recipients of federal funding from discriminating against individuals with disabilities, including, but not limited to, the following: Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) (24 CFR Part 8); The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.) (28 CFR Parts 35-36); the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.); the Uniform Federal Accessibility Standards in Title 24, U.S.C. and associated regulations (24 CFR Part 40); and 24 CFR 5.105 and 24 CFR 576.407(a). Obligated Party must include a provision prohibiting such discrimination in any contracts or subcontracts for activities to which these requirements apply or could apply, and all contractors and subcontractors must comply with the applicable provision.
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BUY AMERICA PREFERENCES FOR INFRASTRUCTURE PROJECTS (2 CFR Part 184) described in 2 CFR 184.4.4(d),2, 3
of the Build America, Buy America Act, included in the Infrastructure Investment and Jobs Act at division G, title IX, subtitle A, part I, sections 70911 through 70917 (Pub. L. 117-58), and implementing regulations at 2 CFR Part 184.4 Further, Obligated Party must include the following Buy America Preference all contracts and subcontracts under or in connection with the Contract:
Infrastructure Investment and Jobs Act (IIJA). Pub. L. 117-58, 41 U.S.C. § 8301 note, the Federal Financial Assistance used to fund this infrastructure project is required to apply a construction, alteration, maintenance, or repair of infrastructure, including buildings and real property, unless application of the BAP has been waived by HUD. Additional details on
ENVIRONMENTAL LAWS
Obligated Party must comply with all applicable environmental standards that may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Execut of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains in accordance with EO 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.); (f) conformity to State (Clean Air) implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.), and U.S. Environmental Protection City regulations pursuant to 40 CFR Part 50, as amended; (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93-523); (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93-205); (j) Sole Source Aquifers (Environmental Protection Agency-40 CFR part 149; (k) Farmland Protection Policy Act of 1981 (7 U.S.C. § 4201, et seq.); (l)
2 Pursuant to HUD Notice CPD-25-01:
America Preference, Pg.1 (https://www.hud.gov/sites/dfiles/OCHCO/documents/cpd-25-01.pdf), housing projects with Preference unless a waiver (general or project/product specific) or exemption (such as for disaster assistance described in 2 CFR 184.8) applies. Land acquisition, demolition, planning, capacity building, program administration, public services, training, counseling, and short-term rental assistance projects generally will not be subject to the Buy America Preference unless materials or supplies are acquired and used for or incorporated into an infrastructure project. 3 FAQ ID 4255
(https://www.hudexchange.info/faqs/4255/what-is-a-project). 4 The Buy America Preference will apply to (i) any construction materials listed in 2 CFR 184.3 for HUD awards made beginning in fiscal year 2024 and (ii) construction materials not listed in 2 CFR 184.3 and manufactured products for HUD awards made beginning in fiscal year 2025.
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Farmland Protection Policy (Department of Agriculture-7 CFR part 658); (m) applicable criteria and standards specified in HUD environmental regulations (24 CFR Part 51) (other than the runway clear zone and clear zone notification requirement in 24 CFR 51.303(a)(3); and (n) HUD Notice 79-33, Policy Guidance to Address the Problems Posed by Toxic Chemicals and Radioactive Materials, September 10, 1979. See also 24 CFR 576.407(d) and 24 CFR Part 58. Obligated Party shall include this requirement in all contracts and subcontracts under the Contract.
UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS (2 CFR PART 200, INCLUDING ALL APPENDICES; 24 CFR 576.407(c))
Obligated Party must comply with all requirements of 2 CFR Part 200, including Appendix II, as modified by 24 CFR 576.407(c), and include the applicable provisions in any contracts executed with contractors or subcontractors in connection with the Contract. All contractors and subcontractors must comply with the applicable provisions of 2 CFR Part 200, including, but not limited to, the following:
REMEDIES (2 CFR PART 200, APPENDIX II(A))
The administrative, contractual, or legal remedies in the Contract and ESG regulations apply when the Obligated Party defaults, violates, or breaches the Contract.
TERMINATION FOR CAUSE/CONVENIENCE (2 CFR PART 200, APPENDIX II(B)) Federal law requires the parties to the Contract to address termination for cause and convenience, and the parties shall comply with these provisions of the Contract.
EQUAL EMPLOYMENT OPPORTUNITY (2 CFR 200, APPENDIX II(C); 41 CFR PART 60) For any contracts entered into in connection with the Contract for construction work that meet the -1.3, Obligated Party shall
comply with the requirements of 2 CFR 200, Appendix II(C) and insert the equal opportunity clause provided under 41 CFR 60-1.4(b) into all applicable construction contracts, which is as follows:
During the performance of this contract, the contractor (or subcontractor, as applicable) agrees as follows:
1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
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2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The contractor will comply with all of the rules, regulations, and relevant orders of the Secretary of Labor.
6) The contractor will furnish all information and reports required by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts, and such other sanctions may be imposed and remedies invoked by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
Obligated Party further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:
Provided, that if Obligated Party so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Contract.
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Obligated Party agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the di
Obligated Party further agrees that it will refrain from entering into any contract or contract modification with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, Obligated Party agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the Obligated Party under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from the Obligated Party; and refer the case to the Department of Justice for appropriate legal proceedings.
DAVIS-BACON ACT (2 CFR Part 200, Appendix II(D))
Under the ESG program, the requirements of the Davis-Bacon Act (40 U.S.C. 3141-3148 and 40 U.S.C. 3701-3708) and regulations at 29 CFR Part 5 do not apply and such requirements are not expected to apply to the Contract.
-
-
(40 U.S.C. 3145) and the requirements of 29 CFR Part 3, which prohibits Obligated Party from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
Obligated Party shall insert, or cause or require to be inserted, in full in all applicable contracts a -
2 CFR Part 200, Appendix II(D). Obligated Party shall notify the Pass-Through Entity of any suspected or reported violations of these requirements. Obligated Party shall be responsible for the compliance by any contractor or subcontractor with these requirements. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor or subcontractor as provided in 29 U.S.C. § 5.12.
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (2 CFR Part 200, Appendix II(E))
For any contract entered into for construction work when the contract amount exceeds $100,000 and such contract involves the employment of mechanics or laborers, Obligated Party must comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), including particularly 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).
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Obligated Party shall insert, or cause or require to be inserted, in full in all applicable contracts a provision requiring compliance with the Contract Work Hours and Safety Standards Act meeting the requirements of 2 CFR Part 200, Appendix II(E). Obligated Party, or contractor, as applicable, must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.
Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to contracts described in this paragraph and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.
RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT (2 CFR Part 200, Appendix II(F))
under 37 CFR 401.2(a) and the Obligated Party wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment, or performance of Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
CLEAN AIR ACT and the FEDERAL WATER POLLUTION CONTROL ACT (2 CFR Part 200, Appendix II (G))
For contracts in an amount exceeding $150,000, Obligated Party must comply with all applicable provisions of the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended. Obligated Party agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act, as amended.
Obligated Party agrees to report each violation of the Clean Air Act or Federal Water Pollution Control Act to the Pass-Through Entity and understands and agrees that the Pass-Through Entity will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency and the appropriate Environmental Protection Agency Regional Office.
DEBARMENT / SUSPENSION AND VOLUNTARY EXCLUSION (2 CFR Part 200, Appendix II (H); 2 CFR Part 180; 2 CFR Part 2424; 24 CFR Part 5)
Obligated Party, for itself and its principals, warrants it is eligible or otherwise not disqualified or prohibited from participation in federal or state assistance programs. Obligated Party must verify that all contractors and subcontractors performing work under the Contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Obligated Party further must notify the Pass-Through Entity in writing immediately if Obligated Party or its contractors or subcontractors are not in compliance with this paragraph during the term of the Contract. If it is later determined that Obligated Party did not comply with this paragraph, the Pass- Through Entity or the Federal Government may pursue any and all available remedies (which shall be cumulative and not exclusive), including, but not limited to, suspension and/or debarment of Obligated Party or its contractors or subcontractors.
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BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. § 1352; 2 CFR 200.450; 2 CFR PART 200, APPENDIX II(I); 24 CFR PART 87, APPENDIX A)
Obligated Party must comply with the applicable requirements of the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352), 2 CFR 200.450, and 24 CFR Part 87.
Pursuant to 31 U.S.C. § 1352, if at any time during the Contract term funding to such contract exceeds $100,000.00, Obligated Party shall file with the Pass-Through Entity the Federal Standard Form LLL t in a form available from the Pass-Through
Entity upon request, which provides that Obligated Party certifies it will not and has not used Federal funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other covered award.
Each contractor or subcontractor of any tier must certify to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant or any other award covered by 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures shall be forwarded from tier to tier up to the Pass-Through Entity who in turn will forward the certification(s) to the awarding agency.
PROCUREMENT OF RECOVERED MATERIALS (2 CFR PART 200, APPENDIX II(J); 2 CFR 200.323)
Obligated Party and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962.
The requirements of Section 6002 include procuring only items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
Obligated Party should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single-use plastic products.
See Executive Order 14057, section 101, Policy.
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (2 CFR PART 200, APPENDIX II(K); 2 CFR 200.216) Obligated Party shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under the Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
Contract. As described in Public Law 115232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
(1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (2) Telecommunications or video surveillance services provided by such entities or using such equipment.
(3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
Obligated Party shall include the substance of this section, including this paragraph, in all contracts and subcontracts.
DOMESTIC PREFERENCES FOR PROCUREMENT (2 CFR PART 200, APPENDIX II(L); 2 CFR 200.322)
Obligated Party shall, to the greatest extent practicable and consistent with law, provide a preference for the purchase, acquisition, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all contracts and subcontracts.
For purposes of this section:
(1)
manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2)
or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
To the extent the Contract is an infrastructure project, Obligated Party must implement the Buy America preferences set forth in 2 CFR Part 184.
MANDATORY DISCLOSURES (2 CFR 200.113; 41 U.S.C. § 2313) Obligated Party must disclose, and require its contractors and subcontractors to disclose, in a timely manner, in writing to the Federal awarding agency or the Pass-Through Entity all violations of Federal criminal law involving fraud, bribery, or gratuity violations found in the civil False Claims Act (31 Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
U.S.C 3729-3733) potentially affecting the Federal award funding all or part of the Contract.
Obligated Party is also required to report matters related to recipient integrity and performance in accordance with Appendix II of 2 CFR Part 200. Failure to make required disclosures can result in any of the remedies described in 2 CFR 200.339.
BUSINESS ENTERPRISES, VETERAN-OWNED BUSINESSES, AND LABOR SURPLUS AREA FIRMS (2 CFR 200.321)
Enterprises, Veteran-Owned Businesses, and Labor Surplus Area Firms requirements under 2 CFR 200.321. Obligated Party should ensure that small businesses, minority businesses, women's business enterprises, veteran-owned businesses, and labor surplus area firms are considered, as set forth below:
A. These business types are included on solicitation lists; B. These business types are solicited whenever they are deemed eligible as potential sources; C. Dividing procurement transactions into separate procurements to permit maximum participation by these business types;
D. Establishing delivery schedules (for example, the percentage of an order to be delivered by a given date of each month) that encourage participation by these business types; E. Utilizing organizations such as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and F. Requiring a contractor under a Federal award to apply this section to subcontracts.
MINIMUM BONDING REQUIREMENTS (2 CFR 200.326)
If the Contract involves construction or facility improvements in excess of the simplified acquisition threshold, as that term is defined in 2 CFR Part 200, Subpart A, Obligated Party shall maintain or cause to be maintained a performance bond for one hundred percent (100%) of the contract price to secure fulfillment of all the Contract requirements, and a payment bond for one hundred percent (100%) of the contract price to assure payments as required by law of all persons supplying labor and material in the execution of the Contract.
Record Retention and Access; Reports (2 CFR 200.332(b)(5) and 200.334-.338; 24 CFR 576.500(y)). Subject to and in accordance with the requirements set forth in 2 C.F.R. Part 200 (including particularly 2 C.F.R. Part 200, Subpart D) and any applicable guidance from HUD, provided in the event of litigation, claim, or audit, the records must be retained until all litigation, claims, and audit findings involving the records have been fully resolved, records shall be maintained by Obligated Party as required under 24 C.F.R. §576.500(y) for the greater of (i) five (5) years or (ii) the following:
a.
risk of homelessness or as a homeless family or individual and other program participant records must be retained for five (5) years after the expenditure of all funds from the grant under which the program participant was served; b. Where ESG funds are used to rehabilitate or convert a building into an emergency shelter and the costs charged to the award for the rehabilitation or conversion exceed Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
seventy-five percent (75%) of the value of the building before rehabilitation or after conversion, records must be retained until ten (10) years after the date that ESG funds are first obligated for the rehabilitation or conversion.
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Exhibit D
Emergency Services Grant Written Standards
(Attachment)
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Exhibit E
Project Budget
Sources of Funds: ESG Funds Applicants
Funds $
(Match):
Other
Sources:
Total
Street Outreach1
Service Activity:
Service Activity:
Service Activity:
Emergency Shelter2
$139,265.00
$139,265.00
$278,530.00
Personnel Activity:
Operational Activity:
Homeless Prevention3
Activity:
$13,997.00 $13,997.00 $27,994.00
Activity:
Activity:
Rapid Re-Housing
Assistance:
Activity:
Activity:
Activity:
HMIS4
Activity:
$13,997.00
$13,997.00
$27,994.00
TOTAL: $167,259.00 $167,259.00 $334,518.00
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Exhibit F
Conflicts of Interest
The Subrecipient shall comply with 2 CFR § 200.112 with respect to the use of ESG funds to procure services, equipment, supplies, or other property.
With respect to all other decisions involving the use of ESG funds, the following restriction shall apply:
No person who is an employee, agent, consultant, officer, or elected or appointed official of the Subrecipient and who exercises or has exercised any functions or responsibilities with respect to assisted activitiesor who is in a position to participate in decision-making processes or gain inside information with regard to such activitiesmay obtain a personal or financial interest or benefit from the activity. This includes any interest in a contract, subcontract, or agreement related to the activity or its proceeds, whether for themselves or for those with whom they have family or business ties, during their tenure or for one (1) year thereafter.
The Subrecipient further
as detailed in 24 CFR § 576.404, regarding both Organizational and Personal Conflicts of Interest. All contractors and subcontractors of the Subrecipient must comply with the same requirements that apply to the Subrecipient under this section.
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Exhibit G
Type of Policy Minimum Policy Limits
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[Exhibit H]
[ESG Property Standards]
A. Occupancy Standards
Occupancy standards provide consistent criteria for determining the size of the permanent housing unit for which the household is eligible and thus, the amount of assistance to be provided.
Sub-Recipients must establish occupancy standards that comply with the HUD Equal Access Rule (24 CFR §§ 5.105(a)(2), 5.106) and other fair housing laws, ensuring that households and individuals are not discriminated against based on sex, actual or perceived gender identity, or sexual orientation. While households typically determine their own sleeping arrangements, there may be circumstances when it is not appropriate for two persons to share a bedroom, particularly if:
-
need for ongoing care.
equipment or treatment.
Any such decisions must be guided by individualized assessments, rather than blanket policies, and should make reasonable accommodations as necessary. Occupancy standards should prioritize client choice, privacy, and safety, without imposing arbitrary distinctions based on household composition.
B. Habitability Standards
All housing units supported with program funds must meet HUD Habitability Standards, set forth at:
https://www.hudexchange.info/resource/3766/esg-minimum-habitability-standards- foremergency-shelters-and-permanent-housing/
Sub-Recipient could use either standard for shelter or rental assistance funded with ESG.
Housing also needs to be compliant with local housing codes relating to occupancy, health, and safety standards and the program must comply with the two.
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1) Permanent Housing
Minimum habitability standards for permanent housing include requirements for:
space and security;
supply;
food preparation;
and
For households moving into a new unit, the unit must meet habitability standards before the lease is signed and the household moves in. For households already residing in a unit, the unit must meet habitability standards before financial or rental assistance can be provided.
2) Shelters In addition to established housing codes, habitability standards for shelters in which ESG funds are used for conversion, major rehabilitation or renovation include requirements for the following:
to and within the shelter;
space and security;
water supply;
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food preparation;
C. Lead-Based Paint Requirements
Federal lead-based paint requirements apply any time federal funds are used for housing assistance and the living space or unit was built prior to 1978. 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 implementing regulations in 24 CFR part 35, subparts A, B, H, J, K, M and R apply to all shelters assisted with ESG funding and all housing occupied by program participants.
Sub-Recipient must provide the lead hazard information pamphlet to any resident who will be residing in a unit built before 1978. The tenant must receive the pamphlet before moving into the unit. If Sub-Recipient can document the tenant received the pamphlet previously, Sub-Recipient is not required to provide it again.
For units older than 1978 which will house one or more children under the age of 6, landlord and tenant must complete a Lead-Based Paint Disclosure form. The form describes any known current or previous lead-
receipt of records and the lead hazard information pamphlet. Additionally, a visual lead-based paint assessment must be completed by a person trained in this inspection process. The inspection may be completed in conjunction with the habitability inspection if the inspector is qualified. At Intake, it should be noted on the Application Form if there will be any child in the household younger than 6 years.
This information should be provided to the habitability inspector prior to their examination of the proposed rental unit.
Essential service activities, such as, counseling, case management, street outreach, referrals to employment, etc., are exempt and excluded from the lead-based paint inspection requirements.
D. Environmental Review
Sub-Recipient and its contractors shall not rehabilitate, convert, or renovate a shelter or prospective shelter until HUD has performed an environmental review under 24 CFR part 50 and Sub-Recipient has received HUD approval to continue. Sub-Recipient shall supply all available, relevant information necessary for HUD to perform any environmental review Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99
required by 24 CFR Part 50. Sub-Recipient must carry out mitigating measures required by HUD or select alternate eligible property. HUD may eliminate from consideration any application that would require an Environmental Impact Statement (EIS). Environmental reviews must also be completed for any project-based housing assistance paid with ESG funding.
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[Exhibit I]
[ESG Rapid Re-Housing - VAWA Lease Addendum Lease Addendum] This Exhibit is not applicable to this Agreement, as the Subaward does not include Rapid Re- Housing activities.
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[Exhibit J]
[HMIS Compliance Report Form]
1. Generally. The SUBRECIPIENT must ensure that data on all persons served and all activities assisted under ESG are entered into the applicable community-wide HMIS in the area in which those persons and activities are located, or if the SUBRECIPIENT is a victim service provider or legal services provider, with the express knowledge and written consent of the CITY, a comparable database, in accordance with 24 CFR § 576.400(f), IS.
2. HMIS Agency Agreement. The SUBRECIPIENT shall have an agreement in place with the HMIS lead with the HMIS lead agency shall be delivered to the CITY. In the case of Domestic Violence service providers or other agencies prohibited from entering data into HMIS, documentation from the HMIS lead agency certifying that the SUBRECIPIENT is using a comparable database shall be delivered to the CITY. The "HMIS lead agency" is the County of San Bernardino Community Development and Housing Agency, which is located at 385 N. Arrowhead Ave., 3rd Floor, San Bernardino, California (909-387-4700).
3. HMIS Interagency Data Sharing Agreement. The SUBRECIPIENT shall enter into an Interagency Data Sharing Agreement with the HMIS Lead Agency where the SUBRECIPIENT agrees to share HMIS data with other ESG funded agencies regarding clients that are served in ESG funded programs, unless prohibited by law. A copy of such agreement shall be delivered to the CITY.
4. HMIS Data Input. SUBRECIPIENT must enter data directly into the HMIS system, and adhere to all implementation guidelines developed under the Continuum of Cares, HMIS. Participation includes, but is not limited to, the input of all programmatic and client data, the generation of all mandated monthly, quarterly and close-out reports. Subrecipient must input client data no more than forty eight (48) hours after date of entry.
Services rendered to clients must be entered into HMIS within forty-eight (48) hours from date of services. All clients who exit the program must have updated status in HMIS within forty eight (48) hours of actual exit date. Failure to meet these HMIS data input compliance requirements will be a violation of the terms and conditions of this Agreement.
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[Exhibit K]
Outreach Policy and Procedures
Fair Housing
A. Outreach Procedures
Sub-Recipient must communicate and make known that use of ESG funded facilities, assistance and services are available to all on a nondiscriminatory basis. Sub- Recipient must develop and implement written outreach procedures and communication tools and materials to inform persons without regard to race, color, ethnicity, religion, sex, age, national origin, familial status, or disability, how to obtain access to facilities and services. If it appears the procedures Sub-Recipient intends to use to accomplish this will not reach persons of any particular race, color, religion, sex, age, national origin, familial status, or disability who may qualify for those activities and services, Sub-Recipient must establish additional procedures to ensure those persons are made aware of assistance opportunities. Outreach efforts must comply with Program Standard #3Emergency Shelter Operations (Safety and Accommodations for Special Populations).
Reasonable accommodations for persons with disabilities must be available in order to ensure disabled participants have an equal opportunity to utilize housing, including shelters, and receive essential services. Greater levels of accessibility may be required for some shelters in compliance with The Americans with Disabilities Act.
B. Nondiscrimination
Sub-Recipient is required to comply with all state and federal statutes relating to nondiscrimination.
Sub-Recipient may not take any of the following actions based on race, color, national origin, religion, sex, familial status or handicap:
Docusign Envelope ID: 9EA12936-7BD6-4EA7-B4E5-927AFD316C99