HomeMy WebLinkAboutC-8482-2C - Community Development Block Grant (CDBG) Public Services Agreement FY 20-21COMMUNITY DEVELOPMENT BLOCK GRANT
PUBLIC SERVICES AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
AGE WELL SENIOR SERVICES, INC.
THIS COMMUNITY DEVELOPMENT BLOCK GRANT PUBLIC SERVICES
AGREEMENT ("Agreement") is made and entered into as of this 1st day of July, 2020
("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 23101 Lake
Center Drive, Suite 325, Lake Forest, California 92630 and is made with reference to the
following:
RECITALS
A. City participates in the Community Development Block Grant ("CDBG") program,
Catalog of Federal Domestic Assistance number 14.218, 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)(1).)
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 Thirty Thousand Dollars and 00/100 ($30,000) ("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, 2020 and
ending June 30, 2021 ("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
1.1 The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2021, unless terminated earlier as set forth herein.
1.2 Obligations that Survive Term. Notwithstanding the expiration or earlier
termination of this Agreement, Subrecipient's obligations to City shall not terminate until
all closeout requirements are completed. In addition, the following obligations of
Subrecipient shall survive the expiration or earlier termination of this Agreement: (a)
Subrecipient's indemnity obligations; (b) the obligation to cause audits to be performed
relating to Subrecipient's activities and costs under this Agreement; (c) the obligation to
repay to City any City Grant proceeds improperly disbursed to Subrecipient or used for
ineligible expenditures or otherwise required to be repaid under this Agreement; and (d)
any other obligations which cannot by their nature be performed until after the expiration
or earlier termination of the Agreement, such as the submittal of payment request and
reports for the last quarter of the term of this Agreement. No expiration or termination
under this Agreement shall release either party then in default from liability for such
default. All terms of this Agreement shall survive as necessary for the purpose of enabling
either party to enforce its provisions or pursue an action with respect to a default of this
Agreement.
2. SERVICES TO BE PERFORMED
2.1 Statement of Services. Subrecipient shall utilize the City Grant to provide
services to eligible persons as further described in the Program Description, attached
hereto as Exhibit A and incorporated herein by reference ("Program Services").
Subrecipient agrees that the Program Description contains an accurate estimate of the
persons to be assisted during the 2020-2021 Award Year.
2.2 Schedule for Completion. Subrecipient shall provide Program Services
under this Agreement for the Award Year commencing July 1, 2020 and ending June 30,
2021.
2.3 Budget. Subrecipient shall perform the Program Services as set forth in the
Program Description in conformance with the proposed budget included in the Program
Description ("Program Budget").
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(a)), which include requirements for
compliance with 2 CFR Sections 200, et seq., "Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards" as specified. 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.
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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,
e-mail, hand -delivery or mail.
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 Thirty Thousand
Dollars and 00/100 ($30,000.00), 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.
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.
5.1.2 City's CDBG Program Guidelines.
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5.1.3 2 CFR Part 200 as related 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 Executive Orders 13665 and 13672 (2014)) 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).
5.1.12 The restrictions prohibiting use of CDBG Funds for religious activities
as set forth in 24 CFR Section 570.2000).
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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 Section
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 2 CFR Section 200.312 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 Steven
Moyer to be its Program Manager. Subrecipient shall not remove or reassign the Program
Manager without prior written approval from City.
7. CITY ADMINISTRATION
This Agreement shall be administered by the Community Development
Department. The Community Development Director 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.
Age Well Senior Services, Inc. Page 5
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 facilities and program
operations, 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 2 CFR
Part 200 with its subparts and appendices.
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 include 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.
8.3 Access to Records. City and HUD and/or their representatives shall have
full and free access to, and the right to examine, inspect, copy and audit, all books and
records of Subrecipient pertaining to this Agreement at all times during normal business
hours.
8.4 Audits.
8.4.1 The City or its authorized representatives shall, at all times during
the term of this Agreement and for a period of five (5) years thereafter, have access, for
the purpose of audit or inspection, to any and all books, documents, papers, records,
property, and premises of the Subrecipient. The Subrecipient's staff shall cooperate fully
with authorized auditors when they conduct audits and examinations of the Subrecipient's
program. A financial audit of the Subrecipient's performance under this Agreement shall
be conducted at City's discretion. If indications of misappropriation or misapplication of
the City Grant cause the City to require a special audit, the cost of the audit will be
encumbered and deducted from this Agreement's Program Budget. Should the special
audit confirm misappropriation or misapplication of the City Grant, the Subrecipient shall
reimburse the City within thirty (30) calendar days.
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8.4.2 The Subrecipient acknowledges that audits may also be conducted
by Federal, State or local funding source agencies and shall comply with the audit
requirements of such agencies, including but not limited to OMB Circular A-133. The
Subrecipient shall perform all audits of its books and records required by CDBG
requirements or City or HUD and a copy of such audits shall be forwarded to the City
within thirty (30) days after completion. Subrecipient shall be subject to all audit and
review requirements imposed on City in connection with this Agreement and shall, at its
sole cost and expense, cause such audits and reviews to be timely performed.
8.5 Financial Closeout Period. The Subrecipient agrees to complete all
necessary financial closeout procedures required by the City Administrator or designee,
within a period of not more than fifteen (15) calendar days from the expiration or
termination date of this Agreement. This time period will be referred to as the Financial
Closeout Period. Activities during this period shall include, but are not limited to: making
final payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, Program balances and accounts receivable to the
City), and determining the custodianship of records. The City is not liable to provide
reimbursement for any expenses or costs associated with this Agreement after the
expiration of the Financial Closeout Period. After the expiration of the Financial Closeout
period, those funds not paid to the Subrecipient under this Agreement, if any, may be
immediately reprogrammed by City into other eligible activities in the City. The City
Administrator or designee, may request a final financial audit for activities performed
under this Agreement at the expiration of the Financial Closeout Period.
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 tenth (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
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. The fourth quarterly report submitted by Subrecipient to
City on or before July 10, 2021 may include a narrative summary or other attachments
such as photographs or marketing materials highlighting Subrecipient's Program
accomplishments 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 24 CFR
§ 570.506(g)(2); 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.
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9.2.4 Reimbursement Requests. Subrecipient shall submit to the City a
request for payment of City Grant proceeds to reimburse Subrecipient for eligible Program
Services incurred by Subrecipient for the previous quarter or partial quarter included in
the Award Year. The payment request shall include the total amount requested and
itemized statements and invoices, with such supporting information as City may
reasonably require, documenting that the costs for which Subrecipient seeks payment
are solely for eligible Program expenses incurred during the previous quarter and
verifying that the expenditures were made and incurred by Subrecipient. The supporting
information required by City may include without limitation, receipts, canceled checks,
time records, billing statements, bank statements, evidence of procurement, and
contracts. The payment request shall itemize the eligible Program expenses by listing
each budget line item category from the Program Budget and including the following
information for each category: (a) a description and the amount of each eligible Program
expense included within that category for which reimbursement is sought; (b) the total
amount budgeted in the Project Budget to the budget line item category; and (c) the total
amount reimbursed to Subrecipient for the budget line item category to date. Incomplete
or inaccurate payment requests may be partially or fully denied at the sole discretion of
the City Administrator.
9.3 Monitoring. City shall monitor and evaluate Subrecipient's performance
under this Agreement to determine compliance with this Agreement and CDBG
requirements. During the term of this Agreement and for a period of five (5) years
thereafter, Subrecipient shall cooperate with City and shall make available to City all
information, documents, and records reasonably requested by City. Copies of these
items will also be made available to the City upon their request. Subrecipient shall provide
City the reasonable right of access during normal business hours for the purpose of
assuring compliance with this Agreement and evaluating Subrecipient's performance
hereunder. Such monitoring may include interviewing Subrecipient staff and Program
participants, as required by the City.
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
community professional standards and with the ordinary degree of skill and care that
would be used by other reasonably competent practitioners of the same discipline 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
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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.
11. HOLD HARMLESS
11.1 To the fullest extent permitted by law, Subrecipient shall indemnify, defend
and hold harmless City, its elected or appointed officers, agents, officials, employees, and
volunteers and any other person or entity owning or otherwise in legal control of the
property upon which Subrecipient performs the Program Services contemplated by this
Agreement (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 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 Board, 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. City acknowledges that it has no interest in the business of Subrecipient.
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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.
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, document and any other writing produced, including
performance reports, client information, demographics, file documents or other source
documents required to be produced or kept by the Subrecipient to comply with HUD
regulations or requirements (hereinafter "Documents"), prepared or caused to be
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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
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 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
Subrecipient shall keep confidential all notes, communication, reports, information
and data received, prepared or assembled pursuant to the performance of this
Agreement. Such materials shall not be made available to any person, firm, corporation
or entity without the prior written consent of the City. Such materials shall not, without
prior written consent of the City, be used by the Subrecipient for any purposes other than
the performance of the Program Services.
21. INTELLECTUAL PROPERTY INDEMNITY
The Subrecipient shall defend and indemnify City, its elected or appointed officers,
agents, officials, employees, and volunteers 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, any expense to correct such errors or omissions 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.
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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") and/or Government
Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest
that may foreseeably be materially affected by the Program services performed under this
Agreement, and (2) prohibit 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 and/or Government Code §§ 1090 et
seq., Subrecipient shall conform to all requirements therein. 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:
Community Development Department
Attn: Real Property Administrator
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Phone: 949-644-3236
24.2 All notices, demands, requests or approvals from City to Subrecipient shall
be addressed to Subrecipient at:
Age Well Senior Services, Inc.
Attn: Steven Moyer
23101 Lake Center Drive, Suite 325
Lake Forest, CA 92630
Phone: 949-855-8033
25. TERMINATION
25.1 This Agreement may be terminated at any time by either party upon thirty
(30) calendar days prior 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) calendar days prior written notice if
City determines in its sole discretion that such action is necessary to respond to an
Age Well Senior Services, Inc. Page 12
earthquake, fire or other act of God. In such event, Subrecipient shall be reimbursed for
all Program Services rendered in accordance with this Agreement to the date of such
termination, subject to the requirements in Section 9.2.4, limited to the extent CDBG
Funds are available and recovered by City.
25.2 In accordance with 2 CFR § 200, subpart D, suspension or termination may
occur if Subrecipient materially fails to comply with any term of this Agreement.
25.3 If the funding source requires 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 immediately upon demand from City, and before additional allowed
payments will be made.
25.4 The Agreement may be terminated for convenience in accordance with 2
CFR § 200.339(a)(4).
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)(7) 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. In addition, if it is determined, as a result of an
audit or otherwise, that any of the disbursements of City Grant proceeds were improper
or made for expenditures not eligible for reimbursement, Subrecipient shall immediately
repay to City the amounts of such disbursements.
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 for 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. 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.
Age Well Senior Services, Inc. Page 13
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.
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.
Age Well Senior Services, Inc. Page 14
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.
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 Egual 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 15
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 71 /() 2o2y
By: at,,&
-For: Aaron C. Harp VMA '7.0"Zo
City Attorney
ATTEST:
Date: R. %5, M
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Gr K. Leung
V'Manager
SUBRECIPIENT: AGE WELL SENIOR
SERVICES, INC, a California nonprofit
corporation
Date:
r
By: 14 By:
Lei ani I. Brown
City Clerk
N'11-p0Rr
Signed in Counterpart
Steven Moyer
Chief Executive Officer
Date:
Signed in Counterpart
Ray Chicoine
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Program Description
Exhibit B — Insurance Requirements
Age Well Senior Services, Inc. Page 16
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: :?-I l o / ZOO
By:
Po/:Aaron C. Harp Ww I.9,io
City Attorney
ATTEST:
Date:
In
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Grace K. Leung
City Manager
SUBRECIPIENT: AGE WELL SENIOR
SERVICES, INC, a California nonprofit
corporation
Date: 2 /191 1 2-0 2 9P
By:
A.—
Steven Moy
Chief Executive Officer
Date:
By: 0,)
Ray Chicoine
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Program Description
Exhibit B — Insurance Requirements
Age Well Senior Services, Inc. Page 16
EXHIBIT A
PROGRAM DESCRIPTION
I
Age Well Senior Services, Inc. Page A-1
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Program:
Subrecipient
Description:
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
Exhibit A: Program Description
Home -Delivered Meal Program
Age Well Senior Services, Inc.
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:
Budget:
HUD Matrix Code:
Senior Services
Personnel Costs:
$30,000
Eligibility Citation:
570.201(e)
Non -Personnel Costs:
$0
National Objective:
Low Mod Clientele
570.208(a)(2)(i)(A)
Total CDBG:
$30,000
Accomplishment Goals:
Implementation Schedule:
100 People
Start Date:
07/01/2020
End Date:
06/30/2021
Location / Service Area / Beneficiaries:
Administered By:
Available to beneficiaries throughout the City? Yes
Age Well Senior Services, Inc.
23101 Lake Center Drive, Suite 325
Help the homeless? No
Lake Forest, CA 92630
Help persons with HIV / AIDS? No
Steven Moyer
Help persons with Special Needs? No
Chief Executive Officer
Phone: (949) 855-8033
Page 1 of 2
Special Provisions
National Objective - Low- and Moderate -Income Limited Clientele — Presumed Groups:
Pursuant to 570.208(a)(2)(i)(A), the Program benefits a clientele who are generally presumed to be principally
low and moderate income persons. Activities that exclusively serve a group of persons in any one or a
combination of the following categories may be presumed to benefit persons, 51 percent of whom are low- and
moderate -income: abused children, battered spouses, elderly persons, adults meeting the Bureau of the Census'
Current Population Reports definition of "severely disabled," homeless persons, illiterate adults, persons living
with AIDS, and migrant farm workers. Supporting documentation must be collected for each client served by an
activity under the presumed group designation. The documentation required to be maintained as part of the client
file for each respective presumed group includes:
Abused children:
Certification of abuse from client
Battered spouses:
Certification of abuse from client
Elderly persons:
Copy of government issued I. D. with date of birth
Disabled adults:
Certification of disability from client
Homeless persons:
Certification of homelessness from client
Illiterate adults:
Determination of illiteracy by Subrecipient
Persons with AIDS:
Certification from client
Migrant workers:
Certification from client
Personnel Costs:
Personnel Costs shall be supported by appropriate 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.
Retention of Financial Records:
The Subrecipient 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.
Certification:
By signing below, I acknowledge that 1 have read and understand all of the special conditions listed above.
Furthermore, 1 acknowledge that failure to comply with the conditions listed may require the repayment of the
funds received and/or forfeit receiving future Community Development Block Grant (CDBG) funds.
�� A" Ts
l �a12. zs
Steven Moyer F Date
Chief Executive Officer
Page 2 of 2
EXHIBIT B
INSURANCE REQUIREMENTS
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.
2. 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.
3. 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 elected or appointed
officers, agents, officials, 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, two million dollars ($2,000,000) 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.
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
Age Well Senior Services, Inc. Page B-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other 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, its elected or appointed officers, agents, officials, employees, and
volunteers 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.
5. 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.
B. 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.
C. Enforcement of Agreement Provisions. Subrecipient acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Age Well Senior Services, Inc. Page B-2
Subrecipient of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Exhibit B 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. If Subrecipient maintains higher
limits than the minimums show above, the City requires and shall be entitled
to coverage for higher limits maintained by the Subrecipient. Any available
proceeds in excess of specified minimum limits of insurance and coverage
shall be available to the City.
E. 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.
F. 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.
G. 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.
H. 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
CDBG - Age Well Senior Services, Inc.
From: CustomerService
To: Wooding, Lauren; Insurance
Cc: sagar
Subject: Compliance Alert -Vendor Number FV00000209
Date: Friday, August 28, 2020 5:37:59 PM
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate
of insurance requirements. FV00000209 Age Well Senior Services, Inc.
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.