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HomeMy WebLinkAboutC-6190 - Community Development Block Grant Public Services Agreement COMMUNITY DEVELOPMENT BLOCK GRANT PUBLIC SERVICES AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND AGE WELL SENIOR SERVICES, INC. THIS CDBG PUBLIC SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1 st day of July, 2015 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and AGE WELL SENIOR SERVICES, INC., a California nonprofit corporation ("Subrecipient"), whose address is 24300 EI Toro Road, Suite 2000, Laguna Woods, California 92637 and is made with reference to the following: RECITALS A. City participates in the Community Development Block Grant ("CDBG") program administered by the United States Department of Housing and Urban Development ("HUD"), under Title I of the Housing and Community Development Act of 1974 (42 USC § 5301, et seq.), as amended from time to time (the "Act"), and the regulations promulgated thereunder (24 CFR § 570, et seq.) ("Regulations"). Pursuant to the Community Development Block Grant program, City receives funds from HUD ("CDBG Funds") and may use up to fifteen percent (15%) of its annual allocation of CDBG Funds for public service activities (24 CFR § 570.201(e).) B. All activities funded with CDBG Funds must meet one of the CDBG program's national objectives: benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency as defined in 24 CFR § 570.208. C. Subrecipient is a nonprofit organization that has applied to City for CDBG Funds to aid in the cost of Subrecipient's operation of its Home Delivered Meal Program ("Program"), which meets one or more of the CDBG national objectives. D. City desires to engage the Subrecipient to assist the City in utilizing CDBG Funds to serve the residents of Newport Beach in the form of a grant of CDBG Funds in an amount not to exceed Twenty Five Thousand Dollars and 00/100 ($25,000.00) ("City Grant") to be used by Subrecipient to assist with a portion of those costs incurred in operating the Program for a 12-month period commencing July 1, 2015 and ending June 30, 2016 ("Award Year"), permitted by the Act and the Regulations on terms and conditions more particularly set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2016 , unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Statement of Services. Subrecipient shall utilize the City Grant to provide the Program services to eligible persons as further described in the Program Description, attached hereto as Exhibit A and incorporated herein by reference. Subrecipient agrees that the Program Description contains an accurate estimate of the persons to be assisted during the 2015-2016 Award Year. 2.2 Schedule for Completion. Subrecipient shall provide its services under this Agreement for the Award Year commencing July 1, 2015 and ending June 30, 2016. 2.3 Budget. Subrecipient shall perform the services as set forth in the Program Description in conformance with the proposed budget included in the Program Description. 2.3.1 Subrecipient represents that the proposed budget includes only allowable costs and an accurate analysis of costs acceptable under the CDBG Program pursuant to the Regulations (24 CFR § 570.502(b)), which include requirements for compliance with OMB Circular No. A-122, "Cost Principles for Non-Profit Organizations" or OMB Circular No. A-21, "Cost Principles for Educational Institutions," as applicable and OMB Circular A-133, "Audits of Institutions of Higher Education and Other Nonprofit Institutions". Subrecipient shall also comply with applicable Attachments to OMB Circular No. A-110, "Uniform Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals and Other Nonprofit Institutions". These items shall be in sufficient detail to provide a sound basis for City to effectively monitor performance under the Agreement. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Program services under this Agreement and Subrecipient shall perform the Program services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Program services shall be performed to completion in a diligent and timely manner. The failure by Subrecipient to strictly adhere to the schedule set forth in Exhibit A, if any, or to perform the Program services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 For all time periods not specifically set forth herein, Subrecipient shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand-delivery or mail. AGE WELL SENIOR SERVICES, INC. Page 2 4. CITY GRANT AND PAYMENT 4.1 Upon compliance with the reporting requirements outlined in Section 9 below, City shall reimburse Subrecipient an amount not to exceed Twenty-Five Thousand Dollars and 001100 ($25,000.00), which shall constitute full and complete reimbursement for the Program services provided under this Agreement for the entire Award Year. 4.2 The parties understand and agree that such reimbursement shall be conditioned upon receipt of CDBG Funds by City from HUD and shall not be payable out of any other funds of City. Payment shall be made in quarterly installments upon approval by City of the quarterly reports as required by Section 9 below. City shall pay such installment payments within thirty (30) days after receipt of the quarterly reports, provided City is satisfied that such expenses were incurred within the scope of this Agreement and that Subrecipient is in compliance with the terms and conditions of this Agreement. 4.3 In the event Subrecipient is in default under the terms of this Agreement, City shall have no obligation to continue reimbursing Subrecipient for any Program services performed after the date of default. 4.4 City reserves the right to withhold the City Grant until Subrecipient complies with City's insurance requirements as set forth in Section 15. 4.5 City may withhold payment to Subrecipient of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Subrecipient shall not discontinue Program services as a result of such withholding. Subrecipient shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Subrecipient shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 5. COMPLIANCE WITH LAWS 5.1 Subrecipient agrees to comply with all applicable federal, state, City and local laws, regulations and policies governing the City Grant in the performance of this Agreement, including the following: 5.1.1 The regulations, policies, guidelines and requirements of Title 24 of the Code of Federal Relations ("CFR") Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants), including Subpart K and all amendments or successor regulations or guidelines thereto; except that (1) Subrecipient does not assume City's environmental responsibilities described in 24 CFR § 570.604; and (2) Subrecipient does not assume City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. AGE WELL SENIOR SERVICES, INC. _ Page 3 5.1.2 City's CDBG Program Guidelines. 5.1.3 24 CFR Part 85 and Subpart J; OMB Circular Nos. A-102, Revised, A-87, A-110 and A-122 as they relate to the acceptance and use of federal funds under the federally-assisted program and administrative requirements. 5.1.4 Executive Order 11246 (as amended by Executive Orders 11375 and 12086 (1978)) and implementing regulations at 41 CFR Chapter 60, which require that during the performance of this Agreement, Subrecipient shall not discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Subrecipient shall consider all applicants without regard to their race, religion, sex, or national origin with respect to the following without limitation: 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. Subrecipient agrees to post in conspicuous places, available to employees and employment applicants, notices setting forth the provisions of this nondiscrimination clause. 5.1.5 In its solicitations or advertisements for employees, Subrecipient shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. 5.1.6 The restrictions against discrimination as required by Executive Order 11063, as amended by Executive Order 12259 and implementing regulations at 24 CFR Part 107. 5.1.7 Title VI of the Civil Rights Act of 1964, and Section 109 of the Housing and Community Development Act of 1974, which provides that no person shall, on the grounds of race, color, national origin or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 5.1.8 Section 504 of the Rehabilitation Act of 1973 (29 USC § 701 et seq.), as amended, and implementing regulations. 5.1.9 The Age Discrimination Act of 1975 (42 USC § 6101 et seq.), as amended, and implementing regulations. 5.1.10 Section 3 of the Housing and Urban Development Act of 1968, as amended (12 USC § 1701 et seq.) which requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the Program area and contracts for work in connection with the Program be awarded to business concerns that are located in, or owned in substantial part by, persons residing in the Program area. 5.1.11 The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, as amended (24 CFR Part 42). AGE WELL SENIOR SERVICES, INC. Page 4 5.1.12 The restrictions prohibiting use of CDBG Funds for faith-based activities as set forth in 24 CFR § 570.2000). 5.1.13 The labor standard requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issued to implement said requirements. 5.1.14 The program income requirements as set forth in 24 CFR § 570. 504. Additionally, City requires remittance of all Program income balances held by Subrecipient, with the exception of those needed for immediate cash needs, cash balances of a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for Section 108 security needs. 5.1.15 Title VII of the Civil Rights Act of 1968 (42 USC Chapter 21) as amended. 5.1.16 The lead-based paint requirements of 24 CFR Part 35 issued pursuant to the Lead-Based Paint Poisoning Prevention Act (42 USC § 4801 et seq.) 5.1.17 Executive Order 11988 and 11738 relating to the evaluation of flood hazards and the prevention, control and abatement of water pollution. 5.1.18 The flood insurance purchase requirement of Section 102(a) of the Flood Disaster Protection Act of 1978. 5.1.19 OMB Circular A-110 Attachment N Property Management Standard 6d as it pertains to maintaining a property inventory system to numerically identify HUD purchased property and document its acquisition date. 5.2 Subrecipient understands that every person who requests or receives a federal contract, grant, loan or cooperative agreement from a federal agency or receives or requests from a federal agency a commitment that would provide for the United States to insure or guarantee a loan must file with that agency a written declaration and certify that he or she has not made and will not make any prohibited expenditure. Further, any person who requires or receives from a person referred to above, a subcontract under a federal contract, a subgrant or contract under a federal grant, a contract or subcontract to carry out any purpose for which a particular federal loan is made, or contract under a federal cooperative agreement, is required to file a written declaration with the person who received the federal contract, grant, loan or commitment to insure or guarantee a loan. 6. PROGRAM MANAGER Subrecipient shall designate a Program Manager, who shall be available to City at all reasonable times during the Agreement term. Subrecipient has designated Dr. Marilyn L. Ditty to be its Program Manager. Subrecipient shall not remove or reassign the Program Manager. AGE WELL SENIOR SERVICES, INC. Page 5 7. CITY ADMINISTRATION This Agreement will be administered by the Community Development Department. James Campbell, Principal Planner or designee, shall be the City Administrator and shall have the authority to act for City under this Agreement. The City Administrator or designee shall represent City in all matters pertaining to this Agreement. 8. FINANCIAL RECORDS 8.1 General. Subrecipient shall keep records and invoices in connection with the Program services to be performed under this Agreement. Subrecipient shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Program services, expenditures and disbursements charged to City, for a minimum period of five (5) years, or for any longer period required by law, from the date of final payment to Subrecipient under this Agreement. All such records and invoices shall be clearly identifiable. Subrecipient shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Subrecipient shall allow inspection of all Program services, data, Documents, proceedings and activities related to the Agreement for a period of five (5) years from the date of final payment to Subrecipient under this Agreement. 8.2 Financial Records. Subrecipient shall keep records of all CDBG Funds received from City under the terms and conditions of this Agreement and of all costs and expenses related to the Program in accordance with the provisions contained in the federal Office of Management and Budget Circular A-110 with its subparts and appendix. 8.2.1 All CDBG Funds received by Subrecipient from City pursuant to this Agreement shall be maintained separate and apart from any other funds of Subrecipient or of any principal or member of Subrecipient in an account in a banking or savings and loan institution. 8.2.2 No costs shall be invoiced or billed except for expenditures authorized in the Program Description. 8.2.3 The itemized costs shall be sufficient detail to provide a sound basis for City to effectively monitor costs under the Agreement. Subrecipient also agrees to use the Payment Requests/Invoice Forms as provided by City. 9. REPORTING REQUIREMENTS 9.1 Subrecipient agrees to provide City with a written quarterly summary and an unduplicated count of persons and/or families benefitted by Subrecipient's Program on or before the 10th day of the following months: October, January, April, and July, setting forth its activities for the previous quarter. The quarterly report shall contain, without limitation, the ethnic group, income level, female head of household status, and AGE WELL SENIOR SERVICES, INC. Page 6 other data as may be requested by City, of each person assisted and the result of such assistance. If Subrecipient fails to do so, City may withhold funds until the required written quarterly reports are received. In addition to the quarterly report, Subrecipient shall, on or before July 10, 2016, furnish City with a summary of Subrecipient's activities for the Award Year. 9.2 Said quarterly summary shall include the following: 9.2.1 Documentation of the income level of persons and/or families participating in or benefitted by Subrecipient's Program; 9.2.2 Ethnicity, race and head of household data, consistent with HUD's Grantee Performance Report requirements; and 9.2.3 Any additional information such as new pamphlets, copies of newspaper articles, or brief reports on any special accomplishments achieved by the Program during the Award Year. 10. STANDARD OF CARE 10.1 All of the Program services shall be performed by Subrecipient or under Subrecipient's supervision. .Subrecipient represents that it possesses the professional and technical personnel required to perform the Program services required by this Agreement, and that it will perform all Program services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first-class firms performing similar work under similar circumstances. 10.2 All Program services shall be performed by qualified and experienced personnel who are not employed by City. Subrecipient certifies that the Program services conform to the requirements of this Agreement and all applicable federal, state and local laws. 10.3 Subrecipient represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Subrecipient to practice its profession. Subrecipient shall maintain a City of Newport Beach business license during the term of this Agreement. 10.4 Subrecipient shall not be responsible for delay, nor shall Subrecipient be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Subrecipient's Program services promptly, or delay or faulty performance by City, contractors, or governmental agencies. ............... _............�,�.`._..�����. _._._.._ _ ....... ......._.� .�..._ ...�..�....,,..._.�......�..�.�.....� ._..,mak AGE WELL SENIOR SERVICES, INC. Page 7 11. HOLD HARMLESS 11.1 To the fullest extent permitted bylaw, Subrecipient shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, the performance of Program services provided under this Agreement including, without limitation, defects in workmanship or materials or Subrecipient's presence or activities conducted for the Program (including the negligent and/or willful acts, errors and/or omissions of Subrecipient, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 11.2 Notwithstanding the foregoing, nothing herein shall be construed to require Subrecipient to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Subrecipient. 12. INDEPENDENT CONTRACTOR City retains Subrecipient on an independent contractor basis and Subrecipient is not an agent or employee of City. The manner and means of conducting the Program services are under the control of Subrecipient, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall accrue to Subrecipient or its employees or agents. Nothing in this Agreement shall be deemed to constitute approval for Subrecipient or any of Subrecipient's employees or agents, to be the agents or employees of City. Subrecipient shall have the responsibility for and control over the means of performing the Program services, provided that Subrecipient is in compliance with the terms of this Agreement. 13. COOPERATION Subrecipient agrees to work closely and cooperate fully with City Administrator and any other agencies that may have jurisdiction or interest in the Program services to be performed. AGE WELL SENIOR SERVICES, INC. Page 8 14. PROGRESS Subrecipient is responsible for keeping the City Administrator and/or designee informed on a regular basis regarding the status and progress of the Program, activities performed and planned, and any meetings that have been scheduled or are desired. 15. INSURANCE Without limiting Subrecipient's indemnification of City, and prior to distribution of City Grant by City, Subrecipient shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Program services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Subrecipient, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Subrecipient is a partnership or joint-venture or syndicate or cotenancy, which shall result in changing the control of Subrecipient. Control means fifty percent (50%) or more of the voting power, or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint-venture. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform work on this Program are identified in Exhibit A. Subrecipient shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. Except as specifically authorized herein, the Program services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS 18.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents'), prepared or caused to be prepared by Subrecipient, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further AGE WELL SENIOR SERVICES, INC. Page 9 compensation to Subrecipient or any other party. Subrecipient shall, at Subrecipient's expense, provide such Documents to City upon prior written request. 18.2 Documents, including drawings and specifications, prepared by Subrecipient pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Subrecipient will be at City's sole risk and without liability to Subrecipient. Further, any and all liability arising out of changes made to Subrecipient's deliverables under this Agreement by City or persons other than Subrecipient is waived against Subrecipient and City assumes full responsibility for such changes unless City has given Subrecipient prior notice and has received from Subrecipient written consent for such changes. 19. COMPUTER DELIVERABLES All written documents shall be transmitted to City in City's latest adopted version of Microsoft Word, Excel or portable digital format (.pdf). 20. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Program services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 21. INTELLECTUAL PROPERTY INDEMNITY The Subrecipient shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Subrecipient's Documents provided under this Agreement. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Subrecipient which result in expense to City greater than what would have resulted if there were not errors or omissions in the Program services provided by Subrecipient, the additional design, construction and/or restoration expense shall be borne by Subrecipient. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CONFLICTS OF INTEREST 23.1 The Subrecipient or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Political Reform Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Program services performed under this Agreement, and (2) prohibits AGE WELL SENIOR SERVICES, INC. Page 10 such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Political Reform Act, Subrecipient shall conform to all requirements of the Political Reform Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Subrecipient shall indemnify and hold harmless City for any and all claims for damages resulting from Subrecipient's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Subrecipient to City shall be addressed to City at: Attn: James Campbell, Principal Planner Community Development Department City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 24.2 All notices, demands, requests or approvals from City to Subrecipient shall be addressed to Subrecipient at: Attn: Dr. Marilyn L. Ditty AGE WELL SENIOR SERVICES, INC. 24300 EI Toro Road, Ste. 2000 Laguna Woods, California 92637 25. TERMINATION 25.1 This Agreement may be terminated at any time by either party upon thirty (30) day's written notice to the other party. City may immediately terminate this Agreement upon the termination, suspension, discontinuation or substantial reduction in CDBG Funds for this Agreement activity or if for any reason the timely completion of Subrecipient's services is rendered improbable, infeasible or impossible. Additionally, City may terminate this Agreement upon seven (7) day's written notice if City determines in its sole discretion that such action is necessary to respond to an earthquake, fire or other act of God. In such event, Subrecipient shall be compensated for all services rendered and all necessarily incurred costs performed in good faith in accordance with the terms of this Agreement that have not been previously reimbursed, to the date of such termination, limited to the extent CDBG Funds are available. AGE WELL SENIOR SERVICES, INC. Page 11 25.2 In accordance with 24 CFR § 85.43, suspension or termination may occur if Subrecipient materially fails to comply with any term of this Agreement 25.3 If the funding source exacts reimbursement from City for prior payments to Subrecipient due to Subrecipient's failure to comply with any applicable term of this Agreement, regulation or statute, Subrecipient shall reimburse City in the amount of such disallowed payments. 25.4 The Agreement may be terminated for convenience in accordance with 24 CFR § 85.44. 26. REVERSION OF ASSETS 26.1 Upon the termination or expiration of the term of this Agreement, Subrecipient shall comply with 24 CFR § 570.503(b)(8) and transfer to City any CDBG Funds on hand at the time of such termination or expiration and any accounts receivable attributable to the use of CDBG Funds. 26.2 Any real property under Subrecipient's control that was acquired or improved in whole or in part with CDBG Funds in excess of twenty-five thousand dollars ($25,000.00) shall either be: (a) used to meet one of the national objectives stated in 24 CFR § 570.901 until five (5) years after termination or expiration of this Agreement; or (b) disposed of in a manner that results in City's being reimbursed in the amount of the current fair-market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Reimbursement to City shall not be required after the period of time specified in this Section 26.2(a). Subrecipient shall not dispose of any real or personal property acquired in full or in part with CDBG Funds through sale, use or relocation without the expressed and prior written permission of City. 27. LOBBYING Subrecipient hereby certifies that, in compliance with 31 USC § 1352: 27.1 No federal funds shall be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 27.2 If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with this federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. AGE WELL SENIOR SERVICES, INC. Page 12 27.3 Subrecipient shall require that the language of this certification be included in the contract documents for all sub-awards at all levels (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose accordingly. 28. CONDITIONS FOR FAITH-BASED ORGANIZATIONS 28.1 If Subrecipient represents that it is, or may be deemed to be, a religious or faith-based organization, Subrecipient agrees that, in connection with performance of Program services: 28.1.1 It will not discriminate against any person applying for Program services on the basis of religion and will not limit Program services or give preference to persons on the basis or religion; 28.1.2 It will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, and exert no other religious influence in the provision of Program services; 28.1.3 The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by Subrecipient if such facility is used as the Subrecipient's principal place of worship or is used for inherently religious activities. 29. DRUG FREE WORKPLACE Subrecipient shall comply with the Drug-Free Workplace Act (15 USC § 654), and shall make all good faith efforts to continue to maintain a drug-free workplace, including establishing a drug-free awareness program to inform employees about the dangers of drug abuse and Subrecipient's policy and penalties for drug abuse violations occurring in the workplace. 30. STANDARD PROVISIONS 30.1 Recitals. City and Subrecipient acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 30.2 Compliance with all Laws. Subrecipient shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Program services performed by Subrecipient shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the City Administrator and City. 30.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. AGE WELL SENIOR SERVICES, INC. Page 13 30.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Program Description or any other attachments attached hereto, the terms of this Agreement shall govern. 30.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 30.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Subrecipient and City and approved as to form by the City Attorney. 30.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 30.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 30.10 Equal Opportunity Employment. In the performance of this Agreement, Subrecipient shall not discriminate against any employee, subcontractor or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Subrecipient will take affirmative action to ensure that employees are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. 30.11 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 30.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] AGE WELL SENIOR SERVICES, INC. Page 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORN Y OFFICE Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: r-) -zl 46 �\1\ By: B OS- Aaror-1 '4. Harp DaveK-W City Uorney City Manager ATTEST - Date: I ?� By: op, Leilani I. Brown City Clerk Attachments SUBRECIPIENT: AGE WELL SENIOR SERVICES, INC., ,a California nonprofit corporation Date: 6 B lr"Ia-,`�' Dr.'M6rilyn L. 90(y Chief Executive Officer [END OF SIGNATURES] Exhibit A - Program Description Exhibit B - Insurance Requirements A- ............ ....... AGE WELL SENIOR SERVICES, INC. Page 15 EXHIBIT A PROGRAM DESCRIPTION AGE WELL SENIOR SERVICES, INC. Page A-1 qE W Ppb' CITY OF NEWPORT BEACH CDBG Exhibit A: Home-Delivered Meal Program Project: Home-Delivered Meal Program Organization:Age Well Senior Services, Inc. Description: Age Well Senior Services, Inc.will provide home-delivered meals to homebound senior citizens(ages 62 years or older) who are unable to prepare meals for themselves due to age, illness, or disability. This program allows clients who may otherwise be institutionalized to live independently. Participants will receive three(3)subsidized daily meals Monday through Friday. CDBG funds will be used to pay for a portion of the salary of home-delivered meal staff. Eligibility Approved Funding HUD Matrix Code: 05A CDBG $25,000 Senior Services Eligibility Citation: 570.201(e) HOME $0 National Objective: Low Mod Clientele ESG $0 570.208(a)(2)(i)(A) Accomplishment 112 People HOPWA $0 Goal: Start Date: 07/01/2015 Other: $1,734,411 End Date: 06/30/2016 Total: $1,759,411 Location/Service Area/ Beneficiaries: Administered By: Age Well Senior Services, Inc. 24300 EI Toro Road, Suite 2000 Available to clientele throughout City Laguna Woods, CA 92637 Help the homeless? No Help persons with HIV/AIDS? No Help persons with Special Needs? Yes Dr. Marilyn Ditty Chief Executive ve Officer Phone: (949) 855-8033 Exhibit A: Page 2 of 3 Special Provisions The following are special provisions that are required as a condition of receiving Community Development Block Grant(CDBG) funds. Failure to comply with these requirements may lead to possible findings,a breach of the agreement,and/or the repayment of the funds received under this agreement. In the Special Provisions section,the term"Operating Department" shall refer to the City Department that is responsible for the oversight of the project. The term"Operating Agency"or"Subrecipient"shall refer to the Community Based Organization(non- profit)that is receiving CDBG Funds. The term"CDBG Program Staff'shall refer to the Director of Community Development. Subrecipient Agreement/Consultation Services: The Operating Department/Agency shall execute a professional services agreement with each consultant/contractor prior to incurring any costs or distributing any CDBG Funds,in compliance with federal contractual requirements. Program Income: The Operating Agency will track and report all program income generated from the use of CDBG Funds,as required pursuant to 24 CFR 570.504 of the Uniform Administrative Requirements.Program income is defined as gross income received by the sub-grantee or sub-recipient directly generated by a grant-supported activity,or earned only as a result of the grant agreement.Program income includes,but is not limited to: 1)Fees and donations collected from participants on public service programs;2)Applicable bid fees from construction or rehabilitation activities;3)Principal and interest collections 4)on loans made with CDBG Funds;5)Fees from the use or rental of real or personal property;and 6)Proceeds from the disposition of property purchased or improved with CDBG Funds. Program income must be recorded as revenues in the CDBG cost center of the Operating Department/Agency's General Ledger. If applicable and upon receiving approval from the City,the program income may be used for payment of other eligible project expenditures that are not paid with CDBG Funds. Otherwise,the funds must be remitted to the City accompanied by the Return Funds Transmittal form within 30 days of receipt. Retention of Financial Records: The Operating Department/Agency shall maintain during the term of this Contract and for a period of five (5) years after the expiration of the contract complete and adequate financial records and accounts as considered necessary by the City to assure proper accounting for all program funds and to support all program expenditures. These records and accounts shall include,but not be limited to, the following: 1) A double-entry General Ledger that supports the costs charged to the CDBG Program; 2) Records documenting procurement of goods and services;3)Contracts for goods or services;4)Lease or Rental Agreements;5)Invoices;6) Billing Statements;7)Cancelled Checks;8)Timecards signed by employees and supervisors;9)Personnel Authorization Records; 10)Payroll Registers; 11)Payroll Tax Records; 12)Bank Statements; 13)Bank Reconciliations;and 14)Documentation to support the allocation of costs. Payroll and Attendance Records: The Operating Department/Agency must maintain payroll and time attendance records signed by the employee and approved by the supervisor.Time distribution records must reflect total work time on a daily basis by program and/or funding source,as applicable. Payroll and Attendance Records II: The Operating Department/Agency shall maintain during the term of this Contract and for a period of five (5) years after the expiration of the contract complete and adequate financial records and accounts as considered necessary by the City to assure proper accounting for all program funds and to support all program expenditures. These records and accounts shall include,but not be limited to, the following: 1) A double-entry General Ledger that supports the costs charged to the CDBG Program; 2) Records documenting procurement of goods and services;3)Contracts for goods or services;3)Lease or Rental Agreements;4)Invoices;5) Billing Statements;6)Cancelled Checks;7)Timecards signed by employees and supervisors;8)Personnel Authorization Records;9) Payroll Registers; 10)Payroll Tax Records; 11)Bank Statements; 12)Bank Reconciliations;and 13)Documentation to support the allocation of costs. Exhibit A: Page 3 of 3 By signing below, I acknowledge that I have read and understand all of the special conditions listed above. Furthermore, I acknowledge that if I fail to comply with the conditions listed, the U.S. Department of Housing and Urban Development(HUD) andlor the City may require the repayment of the funds received and/or forfeit receiving future Community Development Block Grant(CDBG)funds. M rd yn L.D' y Date ief Exec tive Officer EXHIBIT B INSURANCE REQUIREMENTS 1.1 Provision of Insurance. Without limiting Subrecipient's indemnification of City, and prior to disbursement of City Grant funds, Subrecipient shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Subrecipient agrees to provide insurance in accordance with requirements set forth here. If Subrecipient uses existing coverage to comply and that coverage does not meet these requirements, Subrecipient agrees to amend, supplement or endorse the existing coverage. 1. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 2. Coverage Requirements. A. Workers' Compensation Insurance. Subrecipient shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Subrecipient shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Subrecipient shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. AGE WELL SENIOR SERVICES, INC. Page B-1 C. Automobile Liability Insurance. Subrecipient shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Subrecipient arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 3. Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Subrecipient or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Subrecipient hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 4. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Subrecipient shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. AGE WELL SENIOR SERVICES, INC. Page B-2 1.1.1 City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Subrecipient sixty (60) calendar days advance written notice of such change. B. Enforcement of Agreement Provisions. Subrecipient acknowledges and agrees that any actual or alleged failure on the part of City to inform Subrecipient of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. C. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. D. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. E. City Remedies for Non-Compliance. If Subrecipient or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Subrecipient's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Subrecipient or reimbursed by Subrecipient upon demand. F. Timely Notice of Claims. Subrecipient shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Subrecipient's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6. Subrecipient's Insurance. Subrecipient shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. AGE WELL SENIOR SERVICES, INC. Page B-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 1/7/15 Dept./Contact Received From: Terresa Date Completed: 1/29/15 Sent to: Terresa By: Chris Company/Person required to have certificate: Age Well Senior Services Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/14-7/1/15 A. INSURANCE COMPANY: Philadelphia Indemnity Insurance B. AM BEST RATING (A- :VII or greater): A++:XIV C. ADMITTED Company(Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS(Must be$1 M or greater): What is limit provided? $1,000,000/$2,000,000 E. ADDITIONAL INSURED ENDORSEMENT—please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS(Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) N Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT(completed Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE(The City its officers, officials, employees and volunteers): Is it included? N Yes ❑ No I. PRIMARY& NON-CONTRIBUTORY WORDING (Must be included): Is it included? N Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include"solely by negligence"wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No H. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/14-7/1/15 A. INSURANCE COMPANY: Philadelphia Indemnity Insurance B. AM BEST RATING (A-:VII or greater) A++:XIV C. ADMITTED COMPANY(Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be$1M BI &PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E. LIMITS Waiver of Auto Insurance/Proof of coverage (if individual) (What is limits provided?) Yes F. PRIMARY& NON-CONTRIBUTORY WORDING (For Waste Haulers only): N NIA ❑ Yes ❑No G. HIRED AND NON-OWNED AUTO ONLY: ❑ N/A N Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 1/1/15-1/1/16 A. INSURANCE COMPANY: Nonprofits'United B. AM BEST RATING (A- : VII or greater): Not Rated C. ADMITTED Company(Must be California Admitted): N N/A ❑Yes ❑ No D. WORKERS'COMPENSATION LIMIT: Statutory ❑ Yes N No E. EMPLOYERS' LIABILITY LIMIT(Must be$1M or greater) $11000,000 F. WAIVER OF SUBROGATION (To include): Is it included? N Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: N N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. D&O LIABILITY ❑ N/A N Yes ❑ No V POLLUTION LIABILITY El N/A ❑ Yes ❑ No V BUILDERS RISK El N/A ❑Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? N Yes ❑ No IF NO WHICH ITEMS NEED TO BE COMPLETED? Approved: 1/29/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED (Non-admitted carrier rated less than Self Insured Retention or Deductible greater than $ ❑ N/A N Yes ❑ No Reason for Risk Management approval/exception/waiver: Workers compensation' coverage approved by Sheri on 1/3/13. Approved: Risk Management Date * Subject to the terms of the contract.