HomeMy WebLinkAboutAGMT - Orange County Community Resources (Leisure World Bathroom #613033) • •
(),4 FIRST AMENDMENT
TO CONTRACT
a Hl' )
r, BETWEEN THE
COUNTY OF ORANGE
AND
CITY OF SEAL BEACH
FOR
THE PROVISION OF COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
(CFDA'Number 14.218)
HOUSING REHABILITATION
This AMENDMENT to Contract #12-13033;.:hereinafter referred to as "First
Amendment," is made and entered into or upon execution of all necessary signatures
between 'the 'County of Orange, a political subdivision .of;the.4State of California;
hereinafter referred to as "COUNTY".and City.of Seal-Beach, wmunicipal corporation;:in
the State of California, :,hereinafter referred to as "SUBRECIPIENT," which are
sometimes individually referred to as "PARTY," or collectively referred to as "PARTIES."
RECITALS:
WHEREAS, COUNTY and SUBRECIPIENT entered into:;.Contract ;Number
12-813033 (Job Number KC12023 — IDIS Number 2023) (hereinafter referred;to: as
"Original. Contract"), for • the Leisure World "Bathroom , Accessibility Program,,
commencing on July 1, 2012 and ending on June?30, 2013 in'the amount of
$180,000.00; and
WHEREAS, COUNTY desires. to renew the term of the CONTRACT for an
additional one year term commencing:July 1, 2013 and :ending.June' 30, 2014, and
provide compensation to SUBRECIPIENT in an amount of $180,000.00:(Job:Number; •
KC13038- IDIS Number 2038)up to a maximum obligation of;$360,000.00, and .`
i
WHEREAS, PARTIES desire to amend Section 24.3:3,"Payment Requirements°
to include revised Milestone Dates; and
WHEREAS, PARTIES desire to}amend Section 26.3 "Performance" to include
revised Milestone Dates;and
WHEREAS,. PARTIES. desire to .revise Attachment A, Scope of Services with
Attachment A-1'attached hereto and`incorpoiated herein by this reference; and
County of Orange Page 1 of 4 City of Seal Beach
OC Community Resources Faderr 613033
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WHEREAS,..PARTIES desire to revise Attachment B, Compensation/Payment
with AttachmentB-1 attached hereto and incorporated'herein by this reference;'and
WHEREAS, PARTIES desire to revise Attachment C, SUBRECIPIENTs Cost
Proposal?°witi Attachment C-1 attached hereto and incorporated herein by this
reference; and
WHEREAS, PARTIES desire to. revise Attachment D, Staffing Plan with
AttachmenfD-1:attached hereto and incorporated herein by this reference; and
WHEREAS, PARTIES. .desire to revise Attachment E, Project Schedule with
Attachment E-1 attached hereto•and incorporated herein by this reference; and
WHEREAS, the ;COUNTY replaces Exhibit B AOC Community Resources
Contract Reimbursement Policy" with Exhibit B-1 attached hereto and incorporated
herein by this reference;
NOW, THEREFORE; in consideration of the mutual obligations set forth herein,
both PARTIES mutually agree to amend as follows:
1. The CONTRACT is amended to renew the term of the CONTRACT beginning
July 1, 2013 and.ending June 30,2014.
2. The CONTRACT is amended to revise FY 2013-14 Milestone Dates to:
January 15, 2014 50% of Contracted Amount Expended
March 15, 2014 70% of Contracted Amount Expended
April 15,2014 80% of Contracted Amount Expended
3. The CONTRACT is amended to revise FY 2013-14 Milestone Dates to:
January 15, 2014 50% of Proposed Accomplishments Met
March 15, 2014 70% of Contracted Amount Expended
April 15, 2014 80% of Proposed Accomplishments Met
4. The attached Attachment A-1 replaces Attachment A.
5. The attached Attachment B-1 replaces Attachment B.
6. The attached Attachment C-1 replaces Attachment C.
7. The attached.Attachment D-1 replaces Attachment D.
8. The attached Attachment E-1 replaces Attachment E.
9. The attached Exhibit B-1 replaces Exhibit B.
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OC Community Resources Folder 613033
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Except as,otherwise expressly set forth herein, all terms and conditions contained in the
Onginal:Contract, including any amendments/modifications, are hereby incorporated
herein,by this :reference as if fully set forth herein and shall remain in full force and
effect.
THE REMAINDER OF THE PAGE WAS INTENTIONALLY LEFT BLANK
County of Orange Page 3 of 4 City of Seal Beach
OC Community Resources Folder 613033
• "
IN WITNESS WHEREOF, the PARTIES hereto have executed this First Amendment on
the dates below their respective signatures:
`CITY OF SEAL BEACH
By:
Name: Jill R. Ingr9 Name:
Title: C vlManager Title:
Dated: 3 Dated:
'For Contractors that are corporations, signature requirements are as follows: 1) One,signature by the.
Chairman of the Board, the,President or any Vice President; and 2) One signature by the Secretary,,any
Assistant Secretary;the Chief financial Officer or an Assistant Treasurer.
For Contractors that are not corporations, the person who has authority to bind the contractor to a
contract, must sign on one of the lines above,
COUNTY OF ORANGE.
A'PoliticalSu di` sion of the State of Califomia
By: Dated:
Steve Franks, Director.
OC Community Resources
APPROVED AS TO FORM
OFFICE OF THE COUNTY COUNSEL
ORANGE COUNTY,CALIFORNIA-
BY 1V.
Der 0 70 1002
County of Orange Page 4 of 4 City of Seal Beach
OC Community Resources Folder 613033
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,
ATTACHMENT A-1
1. Scope of Services
A. HUD Matrix Code/Activity:
14 A Rehab: Single-Unit Residential/ 570.202(a)(1)
B. Project Title:
Leisure World Bathroom Accessibility Program City of Seal Beach
C. Program Description:
The City of Seal Beach will use CDBG funds to continue its Leisure World
Bathroom Accessibility Program. The program will assist at least sixty-nine (69)
income qualified seniors within the Leisure World retirement community.
The program is designed to improve accessibility to showers for seniors
who are income qualified, own their unit, and have a doctors letter that
indicates the improvements are needed due to mobility problems, pain of
movement, loss of balance, or other disabilities. Where necessary, the scope
of work will improve accessibility to the tub by converting the existing
tub/shower into an accessible shower for seniors. Additionally, as
necessary, funds will be used to install ADA compliant grab bars and
high-boy toilets.The estimated average per unit cost is$2,570.00.
D. Project Need:
Seal Beach Leisure World was built in the 1960's before accessibility standards
were established. As an unfortunate result, the Original tub/showers require
seniors to lift one leg over the tub wall while balancing their body weight on one
leg in a slippery tub floor. The City of Seal Beach's Leisure World Bathroom
Accessibility Program eliminates this dangerous situation with the CDBG granted
funding. The City's program provides increased accessibility to proper personal
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• hygiene to seniors with physical difficulties and range of mobility problems, pain
of movement, and loss of balance or other disabilities. The City of Seal Beach's
Leisure World Bathroom Accessibility Program provides a desperately needed
bathroom modification, and allows qualified seniors to. continue to five in their
existing homes near familiar surroundings and services available with Leisure
World.
E. Low/Mod Neighborhood Preservation:
The City of Seal Beach's Leisure World Bathroom Accessibility Program will
provide increased accessibility to health and hygiene as well as livability for low-
.
income, older, residents in Leisure World. The CDBG funding significantly
improves bathroom accessibility and reduces the risk of falling for the seniors.
Additionally;;program helps to improve the existing, older housing stock in Seal
Beach. The improvements will also benefit future senior residents as the
program expands and as new seniors move into the .Leisure World community
and occupy lie refurbished housing units.
F. Program Objectives and Outcomes Chart:
Activity Outputs
1. Send Project Out to Bid Qualified Contractor Starts Project
2. Construction Bathrooms made more accessible
3. Inspection; Sign-Off&Verified Bathrooms made more accessible
Completion
Performance Obiectives Performance Outcomes
1. Creating Economic Opportunities Availability/Accessibility
2. Suitable Living Environment Decent Housing
3. Suitable Living Environment Decent Housing
CDBG National Objective LMH 570.208(a)(3)
Outcomes Job Number IDIS Number
69 Housing Units KC13038 2038
County of Orange Page 2 of 2 City.of Seal Beach
OC Community Resources File 0613033
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'iI L)V. ..
ATTACHMENT B-1
CompensationlPayment
1. COMPENSATION;
This is a fixed fee,price.CONTRACT between the COUNTY and the SUBRECIPIENT for
$180,000 as set forth in Attachment A-1. Scope of. Services .attached hereto and
incorporated,herein by reference. The SUBRECIPIENT agrees to accept the specified
compensation as set forth in this.CONTRACT as full remuneration for performing all
services and furnishing all staffing and materials required, for any reasonably
unforeseen difficulties which may arise or be encountered in the execution of the
services until'acceptance,for risks connected'with the services, andlorperformanceby
the SUBRECIPIENT of all its duties and obligations hereunder..The COUNTY shall have
no obligation to pay any sum in excess of the total CONTRACT amount specified;unless
authorized'by an amendment in accordance with paragraphs C and of the COUNTY's
General Terms and Conditions.
2. FIRM DISCOUNT AND PRICING STRUCTURE:
SUBRECIPIENT:guarantees that prices quoted are equal to or less,than prices quoted
to any other local, State or Federal government entity for services of equal or lesser
scope. SUBRECIPIENT agrees that no price increases shall be passed along to the
COUNTY during the term of this CONTRACT not otherwise specified:and provided for
within this CONTRACT.
3. PAYMENT TERMS:
An invoice for the fixed cost of the services shall be submitted to the address;specified
below upon the completion of the engagement and approval of the COUNTY Project
Manager. SUBRECIPIENT shall reference CONTRACT number on invoice. :Payment.
will be net 30 days after receipt of an invoice in a format acceptable to the COUNTY of
Orange and verified and approved by OC Community Services and subject to routine
processing requirements of the COUNTY. The responsibility fog providing an acceptable
invoice rests with"the SUBRECIPIENT.
Billing shall cover services not previously invoiced. The SUBRECIPIENT shall reimburse
the COUNTY.of Orange for any monies paid to the SUBRECIPIENT for services not
provided or when services do not meet the CONTRACT requirements:
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OC Comrnunky Resources - File 0 613033
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Payments made by the COUNTY shall not preclude the right of the COUNTY from
thereafter disputing any items or services involved or billed under this CONTRACT and •
shall not be construed as acceptance of any part of the services.
Invoice(s)are to be sent to:
OC Community Resources
1300 S. Grand
Santa Ma, CA 92705,
Attention: Accounts Payable
4. INVOICING INSTRUCTIONSz
Further instructions regarding invoicing/reimbursement as set forth in Exhibit,B-1 OC
Community Resources-CONTRACT Reimbursement Policy, are attached hereto and
incorporated herein by reference.
The CONTRACTOR will provide an invoice on CONTRACTOR's,Ietterhead for services
rendered. Each invoice will have a number and will include the following.information:
The Demand Letter/Invoice must include Delivery Order ,,(DO) .Number, Contract
Number, Service date(s) — Month of Service along with other required documentation
(See Exhibit B-1).
5. OC`COMMUNITY:RESOURCES CONTRACT REIMBURSEMENT POLICY:
Further Instructions regarding invoicing/reimbursements as set forth in,Exhibit B-1 OC
Community Resources Contract Reimbursement Policy, are attached hereto and
incorporated herein by reference.
County of Orange Page 2 of 2 City of seal Beach
OC Community Resources File 0 613033
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It o
ATTACHMENT C-1
1. SUBRECIPIENT's.Cost Proposal
A. Administration and Program Cost Proposal—FY 2013-14
Project Cost Budget Chart
City of Seal Beach— Leisure World Bathroom Accessibility Program
Urban County Leveraged
Project Costs/Activity Funds Resources Total
Design/Project Development N/A N/A N/A
Acquisition N/A N/A N/A
Construction $180,000 0 $180,000
Program Administration 0 $60,000 $60,000
Total Project-cost _ $180,000 $60;000 1 $240,000
B. Detailed Project Cost Budget Description
Project Activity Construction: Seal Beach Leisure World was built in the 1960's,+
before accessibility standards were established. As an unfortunate result, the
original tub/showers require seniors to lift one leg over the tub wall while
balancing:their.body weight on one leg in a slippery tub floor. The City of Seal
Beach's Leisure World Bathroom Accessibility Program eliminates this
dangerous situation by cutting down the bathtub wait to 4 inches. Then a custom
glass enclosure is fitted to the cut-down tub, enabling it to function as a shower.
The floor of the tub is.refinished with slip resistant material and grab-bars are
affixed to the shower walls where necessary. Hi-boy toilets are also installed. All
of these bathroom modifications provide accessibility to income qualified seniors
with limited range of motion, mobility problems, pain of movement, and loss of
balance or other disabilities. All of the Urban County funds are used for this
bathroom accessibility rehabilitation.
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OC Conmuntty Reaouroes File#613033
ATTACHMENT D-1
1. Staffing Plan
Project Title: Leisure World Bathroom Accessibility Program.
Complete and Submit—Initial Report due on or before July 1, 2013.
(Include name and classification/vendor).
Name/Staff Classification/Title
Project Manager:
1 Jim Basham Community Development Director
2 Monique Eliason CivicStone, Inc_(Sub-Contractor)
3 Sean Crumby Public Works Director
4
5
6
7
8
9
10
The substitution or addition of other key individuals in any given category or
classification shall be allowed only with prior written app roval of the COUNTY Project
Manager.
The SUBRECIPIENT;mayreserve the right to involve other personnel, as their:;services
are required. The specific individuals will be assigned based on the need and time of the
service/class required: Assignment of additional key personnel shall be subject to
COUNTY approval.
2. Project Administration
The Community Development Director manages the program. The Director utilizes the
services of CivicStone, Inc. to administer the day to day operations of the CDBG
implementation and funding. CivicStone. Inc. has been under contract with the City of
Seal Beach and administering their housing programs since 1999. Over the past six
aunty of orange Pagel of 3 City of Seal Beach
oC Communky Resources File 0613033.
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years the City and CivicStone, Inc. have successfully administered the CDBG funding in
Leisure World and worked closely with County staff to ensure reporting and
reimbursement requests are properly prepared, milestones are met and funding is spent
as proposed.
aunty of Orange Page 2 of 2 City of Seal Beach
OC Community Resources File#013033
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• �ry apt.
ATTACHMENT E-1
1. Project Schedule
July 1, 2013—CONTRACT Start Date
2. - Toolito Measure Project's Effect—Leisure World Bathroom Accessibility Program
Minimum Required
Milestone Date Expenditure/Accomplishment Activity Results
Threshold Achieved
50%of Contracted Amount
January 15th Expended $90,000.00
• 50%of Proposed 35 Housing Units
Accomplishments Achieved
70%of Contracted Amount
March 15th Expended $126,000.00
70%of Proposed 48 Housing Units
Accomplishments Achieved
80%of Contracted Amount
April 15th Expended $144,000.00
80%of Proposed 55 Housing Units
Accomplishments Achieved
3. Each applicant is required to have a Doctor verify that the proposed work will improve
range of motion, mobility problems, pain of movement and/or loss of balance for the
applicant. In this manner, we are assured that those with the greatest need receive the
bathroom improvements first. .The Leisure World Bathroom Accessibility Program
receives many letters of thanks from seniors who have had this work done. Aside from
an initial health analysis from their doctor, the funding is provided to low-income qualified
seniors to meet with. HUD guidelines. Comprehensive computer tracking, on-site
inspections, meetings with home owners and reports measure each stage o the program
for each applicant to ensure that every Senior is receiving the attention they deserve.
ClvicStone's staff follows up with contractors and homeowners to confirmprogress,
County of Orange Page 1 of 2 city of Seal Beach
OC Community Resources File#613033
satisfaction,accuracy, and payments. Each recipient completes a Notice of Completion,
and We take a before and after photo of each bathroom (usually with the applicant in the
photo)to further verify proper completion.
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OC Community Resources File#613033
• EXHIBIT B-1 •
O R A N G E C O U N T Y
FCCommunity Resources
Our Community. Our Commitment.
Subject: ,OC Community Resources Effective: July 1, 2010
Contract Reimbursement Policy Revised February 26,2013
PURPOSE:.
This policy contains updated fiscal documentation requirements for contract reimbursement
for OC; . Community 'Services. The procedures provide instructions for submitting
reimbursement demand letter or invoice.
EFFECTIVE'DATE:
July 1,:2010'
REVISION.DATE
April 13,2012
REFERENCES:
Executed Board of Supervisors approved contract
Budget included in contract or presented as an exhibit
OMB Circular A-21 Cost Principles for Educational Institutions
OMB Circular A-87 Cost Principles for State,.Local, and Indian Tribal Governments
OMB Circular A-122 Cost Principles for Non-Profit Organizations
48 CFR Part`31 .Contract Cost Principles and Procedures
24CFR Parts 85,570.502,.570.201, 576.21;°576.51 and 576.61: For Housing &Community
Development and Homeless Prevention Contracts only.
BACKGROUND;
The executed Board of Supervisors approved contract is the authorization for all aspects of
payment,including the maximum amount to be paid, the,payee, and the scope of services and
work. Payments are made in strict accordance with the contract terms. Allowable costs are
identified in referenced OMB Circulars and Code of Federal;Regulations(CFR).
ATTACHMENTS:
Reimbursement Policy Status Form (RPS-1)
POLICY:
Contractor is responsible for the submission of accurate claims. This reimbursement policy is
intended to ensure that the Contractor is reimbursed based on the code or codes that correctly
describe the services provided. This information is intended to serve only as a general
reference resource regarding OC Community Services' reimbursement policy for the services
described and is not intended to address every aspect of a reimbursement 'situation.
Accordingly, OC Community Services may use reasonable discretion in interpreting and
applying policy to services provided in a particular case: Other factors affecting
reimbursement may supplement, modify or, in some cases, supersede this policy. These
factors may include, but are not limited to legislative mandates and.County directives. OC
Community Services may modify this reimbursement policy at any time by publishing a new
version of the policy; However, the information presented in this policy is accurate and current
as of the date of publication.
Cost incurred by contractor must be substantiated and incurred during the contract period.
Total of all reimbursements cannot exceed the amount of the contract. Cost must be
allowable under applicable OMB Circular or CFR. All supporting documentation for
reimbursement must be submitted with demand letter or invoice. If contract requires matching
Page 1 of 2
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contribution,"documentation substantiating contribution match must be submitted with demand
letter or invoice:.
At any time`based on County's business needs and/or Contractor's performance, the.County
may designate Contractor to submit abbreviated or comprehensive documentation; as identified
in the _respective :sections. Upon designation, Contractor will ::be noted; in "writing via
Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is.
required to submit comprehensive documentation, in addition to the items identified in the
Abbreviated Documentation Requirements Section, Contractor must also 'provide the
documentation identified in the Comprehensive Documentation Requirements Section.
PROCEDURES:.
Abbreviated Documentation Requirements
Compile and submit:
1: Supporting documentation includes, but is not limited to
a. General ledger/expense transaction report
b. Payroll register or labor distribution report
c. Payroll allocation plan
d. Personnel Documentation
e.- Benefit plan and calculation of benefit
f.' Employer-employee contract for non-customary benefits(if applicable)
g. Pre-approval documentation for equipment purchases equal to or greater than
$5:000
2. The':following is required with the first month's invoice only:
a: Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency (if applicable)
3. Summary of leveraged resources (if applicable)
4. Demand letters must contain the following certification (if required by Contract):
"I:certify:under the penalty, of perjury that this claim is true and correct and that
the requested payments have been made. I also,certify that this claim agrees with
our official payroll and financial records and that these amounts have not been,or
will not be claimed from any other funding source"
5. Grantee Performáhce Report(if required by Contract).
6. Supporting documentation shall be on single-sided.sheets
7. Please redact employees' Social Security numbers from payroll reports
8. Demand letter or invoice, along with supporting documentation shall be submitted to
OC Community:Resources Accounting
1300'S: Grand; Building B,2" Floor
Santa Ma, CA 92705
Comprehensive Documentation.Requirements
In addition to abbreviated documentation, compile and submit:
9. Purchase orders, invoices, and receipts
10:Cashed checks
11:Check register
12.Consultant/sub-contractor invoices(with description of services)
13:Traveiexpense documentation: mileage reimbursement,hotel bill, meal reimbursement
ACTION:
Distribute this policy to all appropriate staff
INQUIRIES;
Inquiries may be directed to the followIng:
• Win Swe:714-480.6532 or win.swe6 occr.ocaov.cam
• Jenny Cao: 7144804531 or jennv.coa@occr.ocaov.com
Page 2 of 2
M
CONTRACT
BETWEEN
COUNTY OF ORANGE
AND
CITY OF SEAL BEACH
FOR
HOUSING REHABILITATION
LEISURE WORLD BATHROOM ACCESSIBILITY PROGRAM
CDBG — CFDA NUMBER 14.218
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CONTRACT
Table of Contents 2
Recitals .4
Definitions .5
ARTICLES
GENERAL TERMS AND CONDITIONS
A. Governing Law and Venue 6
B. Entire Contract 6
C. Amendments 7
D. Taxes 7
E. Delivery 7
F. Acceptance/Payment 7
G. Warranty 7
H. Patent/Copyright Materials/Proprietary Infringement 7
I. Assignment or Sub-Contracting 7
J. Non-Discrimination 8
K. Termination 8
L. Consent to Breach Not Waiver 8
M. Remedies Not Exclusive 8
N. Independent Contractor 8
O. Performance 8
P. Insurance 8
Q. Bills and Liens 11
R. Changes 11
S. Change of Ownership 11
T. Force Majeure 11
U. Confidentiality 11
V. Compliance with Laws 11
W. Freight(F.O.B. Destination) 12
X. Pricing 12
Y. Waiver of Jury Trial 12
Z. Terms and Conditions 12
AA. Headings 12
BB. Severability 12
CC. Calendar Days 12
DD. Attorney Fees 12
EE. Interpretation 12
FF. Authority 12
GG. Employee Eligibility Verification 13
HH. Indemnification 13
ADDITIONAL TERMS AND CONDITIONS
1. Scope of Services 13
2. Term 13
3. Contingency of Funds 14
4. Fiscal Appropriations 14
County of Orange Page 2 of 38 City of Seal Beath
OC Community Resources File#613033
•
5. Adjustments-Scope of Services 14
6. Changes/Extra Work 14
7. Breach of Contract 15
8. Conditions Affecting Work 15
9. Conflict of Interest-SUBRECIPIENT's Personnel 15
10. Conflict of Interest-COUNTY Personnel 16
11. Consulting Contract- Follow On Work 16
12. Contingent Fees 16
13. Bankruptcy/Insolvency 16
14. SUBRECIPIENT Personnel- Reference Checks 16
15. SUBRECIPIENT's Project Manager and Key Personnel 16
16. Data-Title To 17
17. County Of Orange Child Support Enforcement 17
18. EDD Independent Contractor Reporting Requirements 17
19.Appointment and Acceptance 18
20. Emergency/Declared Disaster Requirements 18
21. SUBRECIPIENT's Responsibilities 18
22. Business License 18
23. Substantial Amendments 18
24. Payment Requirements 19
25. Program Income 20
26. Performance 20
27. Performance Monitoring 22
28. Disputes-Contract 22
29. Gratuities 23
30.Termination-Convenience of the County 23
31.Termination-Orderly 25
32. Stop Work 25
33. Federal Administrative Requirements 26
34. Environmental Conditions 33
35. General Administration 34
36. News/Information Release 36
37. Notices 36
38. Ownership of Documents 36
39. Precedence 37
40. Project Manager, County 37
41. Errors and Omissions 37
CONTRACT Signature Page 38
ATTACHMENTS/ EXHIBITS
Attachment A-Scope of Services
Attachment B-Compensation/Payment
Attachment C-SUBRECIPIENT's Cost Proposal
Attachment D-Staffing Plan
Attachment E-Project Schedule
Exhibit A-County of Orange Child Support Enforcement Certification
Exhibit B-OC Community Resources Contract Reimbursement Policy
Exhibit C -Drug-Free Workplace
Exhibit D-Lobbying Form LLL
County of Orange Page 3 of 38 City of Seal Beach
OC Community Resources File#613033
AGREEMENT
This Agreement, hereinafter referred to as "CONTRACT" is made between the County of
Orange, a political subdivision of the State of California and recognized Urban County under the
Federal Housing and Community Development Act of 1974 (Public Law 93-383), as amended,
with a place of business at 1770 North Broadway, Santa Ana, CA 92706-2642; hereinafter
referred to as"COUNTY,"and City of Seal Beach, a municipal corporation, in the State of
California with a place of business at 211 Eighth Street, Seal Beach, CA 90740, hereinafter
referred to as "SUBRECIPIENT,"with COUNTY and SUBRECIPIENT sometimes referred to as
"PARTY", or collectively as "PARTIES."
This Agreement, hereinafter referred to as CONTRACT, is entered into on .
RECITALS
This CONTRACT is made with reference to the following facts, among others:
WHEREAS, COUNTY has applied for and anticipates receiving funds from the United
States Department of Housing and Urban Development, hereinafter referred to as "HUD", under
Title I of the Housing and Community Development Act of 1974 (Public Law 93-383, as
amended)for the purpose of funding programs meeting one of the HUD national objectives; and
WHEREAS, a Grant Agreement between HUD and the County of Orange has been
entered; and
WHEREAS, COUNTY and Participating Cities previously entered into a Cooperation
Agreement dated July 1, 2012 as amended, in which both parties agreed to cooperate in the
undertaking, or assist in the undertaking, of community development and housing assistance
activity; and
WHEREAS, SUBRECIPIENT has submitted to COUNTY an application for funding of a
housing and community development activity; and
WHEREAS, COUNTY adopted its FY 2012-13 Annual Action Plan, (hereinafter referred
to as "Annual Action Plan"), including any substantial amendments, which sets forth the
PROGRAM described herein; and
WHEREAS, HUD, in accordance with 24 CFR Part 570 Subpart 0, 570.902, will
annually review the performance of COUNTY to determine whether COUNTY has carried out its
Community Development Block Grant (CDBG) assisted activities in a timely manner and has
significantly disbursed CDBG funds and met the mandated "1.5 ratio"threshold; and
WHEREAS, COUNTY approved an allocation of $180,000 (One Hundred Eighty
Thousand Dollars and 00 Cents) in program funding to SUBRECIPIENT for the Fiscal Year
2012-13; and
WHEREAS, HUD has accepted and certified the aforementioned ANNUAL ACTION
PLAN; and
WHEREAS, COUNTY engages SUBRECIPIENT to assist COUNTY in utilizing aforesaid
funds:
NOW, THEREFORE, the PARTIES mutually agree as follows:
County of Orange Page 4 of 38 City of Seal Beach
OC Community Resources File#613033
DEFINITIONS
For the purposes of this CONTRACT the following definitions shall apply:
1. HUD: United States Department of Housing and Urban Development.
2. OC COMMUNITY RESOURCES (OCCR): Designated as the Lead for the
development and implementation of County of Orange Urban County Program's
Consolidated Plan.
3. DIRECTOR: DIRECTOR of OC Community Resources, or designee.
4. PROGRAM INCOME: The gross income received by SUBRECIPIENT directly
generated from the use of the subject program funds.
5. GRANTEE PERFORMANCE REPORT (GPR) INFORMATION FORM: A
PROGRAM activity data document provided by COUNTY to SUBRECIPIENT
used to monitor and track the performance of SUBRECIPIENT.
6. OC COMMUNITY RESOURCES CONTRACT REIMBURSEMENT POLICY: A
COUNTY document setting policies regarding types of documentation required to
support the costs incurred and paid (including but not limited to copies of paid
invoices, certified payroll registers, bank statements, etc.)
7. PROJECT: Any site or sites, including buildings, and/or activities assisted with
federal program funds.
8. OMB: Federal Office of Management and Budget.
9. CAPER: Consolidated Annual Performance and Evaluation Report. An annual
published report to HUD and the public on all housing-related activities.
10. CDBG: 24 CFR Part 570 - Community Development Block Grant — the CDBG
regulations set forth eligible activities and the national objectives that each
activity must meet. The Catalog of Federal Domestic Assistance (CFDA) #
14.218 distributes formula grants (CDBG) to develop viable urban communities
by providing decent housing, a suitable .living environment, and expanding
economic opportunities, principally for persons of low and moderate income.
11. CONTINUUM OF CARE: An Orange County group composed of representatives
of relevant organizations that serve homeless and formerly homeless persons
that are organized to plan for and provide, as necessary, a system services to
address the various needs of homeless persons and persons at risk of
homelessness.
12. HOMELESS MANAGEMENT INFORMATION SYSTEM (HMIS): The information
system designated by the Continuum of Care to comply with HUD's data
collection, management, and reporting standards and used to collect client-level
data and data on the provision of housing and services to homeless individuals
and families and persons at risk of homelessness. (24 CFR Part 580)
13. EQUIPMENT: Tangible, non-expendable, personal property having a useful life
of more than one year and an acquisition cost of$5,000 or more per unit.
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14. SUBSTANTIAL AMENDMENT: The following criteria will be used by the
COUNTY— if any one criteria applies, a substantial amendment will be required:
14.1 A new activity not previously listed and described in the Consolidated
Plan/Annual Action Plan;
14.2 When a proposal is made to amend the description of an existing activity
in such a way that the newly described purpose, scope, or beneficiaries
differ significantly from the original activity's purpose, scope, or
beneficiaries; or
14.3 An increase in the amount of Federal Community Planning Development
and/or local funds allocated to an existing activity when the following
apply:
14.3.1 An increase in funding for a public service activity in an amount
greater than a 50% increase over the current funded amount.
14.3.2 An increase in the funding for public facility
improvements/housing rehabilitation in an amount greater than a
50% increase over the current funded amount.
15. CONSTRUCTION BID PACKAGE: A package of bidding documents which
includes the proposal, bidding instructions, CONTRACT documents, detailed
estimated costs, and plans and specifications for a construction project, all
prepared in accordance with applicable Federal regulations_
16. PROGRAM ADMINISTRATION: An activity relating to the general management,
oversight and coordination of community development programs. Costs directly
related to carrying out eligible activities are not included.
NOW, THEREFORE, the PARTIES mutually agree as follows:
ARTICLES
General Terms and Conditions:
A. Governing Law and Venue: This CONTRACT has been negotiated and executed in
the state of California and shall be governed by and construed under the laws of the
state of California_ In the event of any legal action to enforce or interpret this
CONTRACT, the sole and exclusive venue shall be a court of competent jurisdiction
located in Orange COUNTY, California, and the parties hereto agree to and do hereby
submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section
394. Furthermore, the parties specifically agree to waive any and all rights to request
that an action be transferred for trial to another COUNTY.
B. Entire CONTRACT: This CONTRACT, including Attachments A, B, C, D and E and
Exhibits A, B, C and D which are attached hereto and incorporated herein by this
reference, when accepted by the SUBRECIPIENT either in writing or by the shipment of
any article or other commencement of performance hereunder, contains the entire
CONTRACT between the parties with respect to the matters herein, and there are no
restrictions, promises, warranties or undertakings other than those set forth herein or
referred to herein. No exceptions, alternatives, substitutes or revisions are valid or
binding on COUNTY unless authorized by COUNTY in writing. Electronic acceptance of
any additional terms, conditions or supplemental CONTRACTs by any COUNTY
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employee or agent, including but not limited to installers of software, shall not be valid or
binding on COUNTY unless accepted in writing by COUNTY's Purchasing Agent or his
designee, hereinafter"Purchasing Agent"
C. Amendments: No alteration or variation of the terms of this CONTRACT shall be valid
unless made in writing and signed by the parties; no oral understanding or agreement
not incorporated herein shall be binding on either of the parties; and no exceptions,
alternatives, substitutes or revisions are valid or binding on COUNTY unless authorized
by COUNTY in writing.
D.Taxes: Unless otherwise provided herein or by law, price quoted does not include
California state sales or use tax.
E. Delivery: Time of delivery of services is of the essence in this CONTRACT. COUNTY
reserves the right to refuse any services and to cancel all or any part of the descriptions
or services that do not conform to the prescribed scope of services. Delivery shall not
be deemed to be complete until all services have actually been received and accepted in
writing by COUNTY.
F. Acceptance/Payment: Unless otherwise agreed to in writing by the COUNTY, 1)
acceptance shall not be deemed complete unless in writing and until all the services
have actually been received to the satisfaction of COUNTY, and 2) payment shall be
made in arrears after satisfactory acceptance.
G.Warranty: SUBRECIPIENT expressly warrants that the services covered by this
CONTRACT are fit for the particular purpose for which they are intended. Acceptance of
this order shall constitute an agreement upon SUBRECIPIENT's part to indemnify,
defend and hold COUNTY and its indemnities as identified in paragraph "P" below, and
as more fully described in paragraph "P", harmless from liability, loss, damage and
expense, including reasonable counsel fees, incurred or sustained by COUNTY by
reason of the failure of the services to conform to such warranties, faulty work
performance, negligent or unlawful acts, and non-compliance with any applicable state
or federal codes, ordinances, orders, or statutes, including the Occupational Safety and
Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in
addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly
provided in this CONTRACT, SUBRECIPIENT shall be solely responsible for clearing
the right to use any patented or copyrighted materials in the performance of this
CONTRACT. SUBRECIPIENT warrants that any software as modified through services
provided hereunder will not infringe upon or violate any patent, proprietary right, or trade
secret right of any third party. SUBRECIPIENT agrees that, in accordance with the more
specific requirement contained in paragraph "P" below, it shall indemnify, defend and
hold COUNTY and COUNTY Indemnities harmless from any and all such claims and be
responsible for payment of all costs, damages, penalties and expenses related to or
arising from such claim(s), including, but not limited to, attorney's fees, costs and
expenses.
I. Assignment or Sub-Contracting: The terms, covenants, and conditions contained
herein shall apply to and bind the heirs, successors, executors, administrators and
assigns of the parties. Furthermore, neither the performance of this CONTRACT nor
any portion thereof may be assigned or sub-contracted by SUBRECIPIENT without the
express written consent of COUNTY. Any attempt by SUBRECIPIENT to assign or sub-
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contract the performance or any portion thereof of this CONTRACT without the express
written consent of COUNTY shall be invalid and shall constitute a breach of this
CONTRACT.
J. Non-Discrimination: In the performance of this CONTRACT, SUBRECIPIENT agrees
that it will comply with the requirements of Section 1735 of the California Labor Code
and not engage nor permit any sub-SUBRECIPIENTs to engage in discrimination in
employment of persons because of the race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, or sex of
such persons. SUBRECIPIENT acknowledges that a violation of this provision shall
subject SUBRECIPIENT to all the penalties imposed for a violation of Section 1720 et
seq. of the California Labor Code.
K. Termination: In addition to any other remedies or rights it may have by law, COUNTY
has the right to terminate this CONTRACT without penalty immediately with cause or
after 30 days' written notice without cause, unless otherwise specified. Cause shall be
defined as any breach of CONTRACT, any misrepresentation or fraud on the part of the
SUBRECIPIENT. Exercise by COUNTY of its right to terminate the CONTRACT shall
relieve COUNTY of all further obligations.
L. Consent to Breach Not Waiver: No term or provision of this CONTRACT shall be
deemed waived and no breach excused, unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or consented. Any consent by
any party to, or waiver of, a breach by the other, whether express or implied, shall not
constitute consent to,waiver of, or excuse for any other different or subsequent breach.
M. Remedies Not Exclusive: The remedies for breach set forth in this CONTRACT are
cumulative as to one another and as to any other provided by law, rather than exclusive;
and the expression of certain remedies in this CONTRACT does not preclude resort by
either party to any other remedies provided by law.
N. Independent Contractor: SUBRECIPIENT shall be considered an independent
CONTRACTOR and neither SUBRECIPIENT nor its employees; nor anyone working
under SUBRECIPIENT shall be considered an agent or an employee of COUNTY.
Neither SUBRECIPIENT nor its employees; nor anyone working under SUBRECIPIENT
shall qualify for workers' compensation or other fringe benefits of any kind through
COUNTY.
O. Performance: SUBRECIPIENT shall perform all work under this CONTRACT, taking
necessary steps and precautions to perform the work to COUNTY's satisfaction.
SUBRECIPIENT shall be responsible for the professional quality, technical assurance,
timely completion and coordination of all documentation and other services furnished by
the SUBRECIPIENT under this CONTRACT. SUBRECIPIENT shall perform all work
diligently, carefully, and in a good and workman-like manner; shall furnish all labor,
supervision, machinery, equipment, materials, and supplies necessary therefore; shall at
its sole expense obtain and maintain all permits and licenses required by public
authorities, including those of COUNTY required in its governmental capacity, in
connection with performance of the work; and, if permitted to sub-contract, shall be fully
responsible for all work performed by sub-SUBRECIPIENTs.
P. Insurance:
Insurance Provisions
Prior to the provision of services under this CONTRACT, the SUBRECIPIENT agrees to
purchase all required insurance at SUBRECIPIENT's expense and to deposit with the
COUNTY Certificates of Insurance, including all endorsements required herein,
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necessary to satisfy the COUNTY that the insurance provisions of this CONTRACT have
been complied with and to keep such insurance coverage and the certificates therefore
on deposit with the COUNTY during the entire term of this CONTRACT. In addition, all
sub-SUBRECIPIENTs performing work on behalf of SUBRECIPIENT pursuant to this
CONTRACT shall obtain insurance subject to the same terms and conditions as set forth
herein for SUBRECIPIENT.
All self-insured retentions (SIRs) and deductibles shall be clearly stated on the
Certificate of Insurance. If no SIRs or deductibles apply, indicate this on the Certificate
of Insurance with a 0 by the appropriate line of coverage. Any self-insured retention
(SIR) or deductible in an amount in excess of $25,000 ($5,000 for automobile liability),
shall specifically be approved by the COUNTY Executive Office (CEO)/Office of Risk
Management.
If the SUBRECIPIENT fails to maintain insurance acceptable to the COUNTY for the full
term of this CONTRACT, the COUNTY may terminate this CONTRACT.
Qualified Insurer
The policy or policies of insurance must be issued by an insurer licensed to do business
in the state of California (California Admitted Carrier) or have a minimum rating of A-
(Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most
current edition of the Best's Key Rating GuidelProperty-CasualtylUnited States or
ambest.com
If the insurance carrier is not an admitted carrier in the state of California and does not
have an A.M. Best rating of A-NIII, the CEO/Office of Risk Management retains the right
to approve or reject a carrier after a review of the company's performance and financial
ratings_
The policy or policies of insurance maintained by the SUBRECIPIENT shall provide the
minimum limits and coverage as set forth below:
Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence;
$2,000,000 aggregate
Automobile Liability including coverage
$1,000,000 per occurrence
for owned, non-owned, and hired vehicles
Workers' Compensation Statutory
Employers' Liability Insurance $1,000,000 per occurrence
Professional Liability Insurance $1,000,000 per claims made or per
occurrence
Sexual Misconduct Liability $1,000,000 per occurrence
Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services
Office (ISO)form CG 00 01, or a substitute form providing liability coverage at least as
broad.
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f
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05,
CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements,
which shall accompany the Certificate of insurance:
1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a
form at least as broad naming the COUNTY of Orange, its elected and
appointed officials, officers, employees, agents as Additional Insureds.
2) A primary non-contributing endorsement evidencing that the SUBRECIPIENT's
insurance is primary and any insurance or self-insurance maintained by the
County of Orange shall be excess and non-contributing.
All insurance policies required by this CONTRACT shall waive all rights of subrogation
against the County of Orange and members of the Board of Supervisors, its elected and
appointed officials, officers, agents and employees when acting within the scope of their
appointment or employment.
The Workers' Compensation policy shall contain a waiver of subrogation endorsement
waiving all rights of subrogation against the County of Orange, and members of the
Board of Supervisors, its elected and appointed officials, officers, agents and
employees.
All insurance policies required by this CONTRACT shall give the County of Orange 30
day notice in the event of cancellation and 10 days for non-payment of premium. This
shall be evidenced by policy provisions or an endorsement separate from the Certificate
of Insurance.
If SUBRECIPIENT's Professional Liability policy is a "claims made" policy,
SUBRECIPIENT shall agree to maintain professional liability coverage for two years
following completion of CONTRACT.
The Commercial General Liability policy shall contain a severability of interests clause
also known as a"separation of insureds" clause (standard in the ISO CG 0001 policy).
Insurance certificates should be forwarded to the agency/department address listed on
the solicitation.
If the SUBRECIPIENT fails to provide the insurance certificates and endorsements
within seven (7) days of notification to OC Community Resources/Contract Development
and Management, award may be made to the next qualified vendor.
COUNTY expressly retains the right to require SUBRECIPIENT to increase or decrease
insurance of any of the above insurance types throughout the term of this CONTRACT.
Any increase or decrease in insurance will be as deemed by County of Orange Risk
Manager as appropriate to adequately protect COUNTY.
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,
COUNTY shall notify SUBRECIPIENT in writing of changes in the insurance
requirements. If SUBRECIPIENT does not deposit copies of acceptable certificates of
insurance and endorsements with COUNTY incorporating such changes within thirty
days of receipt of such notice, this CONTRACT may be in breach without further notice
to SUBRECIPIENT, and COUNTY shall be entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to
limit SUBRECIPIENT's liability hereunder nor to fulfill the indemnification provisions and
requirements of this CONTRACT, nor act in any way to reduce the policy coverage and
limits available from the insurer_
Q. Bills and Liens: SUBRECIPIENT shall pay promptly all indebtedness for labor,
materials, and equipment used in performance of the work. SUBRECIPIENT shall not
permit any lien or charge to attach to the work or the premises, but if any does so attach,
SUBRECIPIENT shall promptly procure its release and, in accordance with the
requirements of paragraph "P" above, indemnify, defend, and hold COUNTY harmless
and be responsible for payment of all costs, damages, penalties and expenses related to
or arising from or related thereto.
R. Changes: SUBRECIPIENT shall make no changes in the work or perform any
additional work without the COUNTY's specific written approval.
S. Change of Ownership: SUBRECIPIENT agrees that if there is a change or transfer in
ownership of SUBRECIPIENT's business prior to completion of this CONTRACT, the
new owners shall be required under terms of sale or other transfer to assume
SUBRECIPIENT's duties and obligations contained in this CONTRACT and complete
them to the satisfaction of COUNTY.
T. Force Majeure: SUBRECIPIENT shall not be assessed with liquidated damages or
unsatisfactory performance penalties during any delay beyond the time named for the
performance of this CONTRACT caused by any act of God, war, civil disorder,
employment strike or other cause beyond its reasonable control, provided
SUBRECIPIENT gives written notice of the cause of the delay to COUNTY within thirty-
six (36) hours of the start of the delay and SUBRECIPIENT avails himself of any
available remedies.
U. Confidentiality: SUBRECIPIENT agrees to maintain the confidentiality of all COUNTY
and COUNTY-related records and information pursuant to all statutory laws relating to
privacy and confidentiality that currently exist or exist at any time during the term of this
CONTRACT_ All such records and information shall be considered confidential and kept
confidential by SUBRECIPIENT and SUBRECIPIENT's staff, agents and employees.
V. Compliance with Laws: SUBRECIPIENT represents and warrants that services to be
provided under this CONTRACT shall fully comply, at SUBRECIPIENT's expense, with
all standards, laws, statutes, restrictions, ordinances, requirements, and regulations
(collectively "laws"), including, but not limited to those issued by COUNTY in its
governmental capacity and all other laws applicable to the services at the time services
are provided to and accepted by COUNTY. SUBRECIPIENT acknowledges that
COUNTY is relying on SUBRECIPIENT to ensure such compliance, and pursuant to the
requirements of paragraph "P" above, SUBRECIPIENT agrees that it shall defend,
indemnify and hold COUNTY and COUNTY Indemnities harmless from all liability,
damages, costs, and expenses arising from or related to a violation of such laws.
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W. Freight (F.O.B. Destination): SUBRECIPIENT assumes full responsibility for all
transportation, transportation scheduling, packing, handling, insurance, and other
services associated with delivery of all products deemed necessary under this
CONTRACT.
X_ Pricing: The CONTRACT bid price shall include full compensation for providing all
required goods in accordance with required specifications, or services as specified
herein or when applicable, in the scope of services attached to this CONTRACT, and no
additional compensation will be allowed therefore, unless otherwise provided for in this
CONTRACT.
Y. Waiver of Jury Trial: Each Party acknowledges that it is aware of and has had the
opportunity to seek advise of counsel of its choice with respect to its rights to trial by jury,
and each Party, for itself and its successors, creditors, and assigns, does hereby
expressly and knowingly waive and release all such rights to trial by jury in any action,
proceeding or counterclaim brought by any Party hereto against the other (and/or
against its officers, directors, employees, agents, or subsidiary or affiliated entities)on or
with regard to any matters whatsoever arising out of or in any way connected with this
CONTRACT and/or any other claim of injury or damage.
Z. Terms and Conditions: SUBRECIPIENT acknowledges that it has read and agrees to
all terms and conditions included in this CONTRACT.
AA. Headings: The various headings and numbers herein, the grouping of provisions of this
CONTRACT into separate clauses and paragraphs, and the organization hereof are for
the purpose of convenience only and shall not limit or otherwise affect the meaning
hereof.
BB. Severability: if any term, covenant, condition, or provision of this CONTRACT is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the provisions hereof shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
CC. Calendar Days: Any reference to the word "day" or"days" herein shall mean calendar
day or calendar days, respectively, unless otherwise expressly provided.
DD. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this
CONTRACT, or where any provision hereof is validly asserted as a defense, each party
shall bear its own attorney's fees, costs and expenses.
EE. Interpretation: This CONTRACT has been negotiated at arm's length and between
persons sophisticated and knowledgeable in the matters dealt with in this CONTRACT.
In addition, each party has been represented by experienced and knowledgeable
independent legal counsel of their own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each party
further acknowledges that they have not been influenced to any extent whatsoever in
executing this CONTRACT by any other party hereto or by any person representing
them, or both. Accordingly, any rule or law(including California Civil Code Section 1654)
or legal decision that would require interpretation of any ambiguities in this CONTRACT
against the party that has drafted it is not applicable and is waived. The provisions of
this CONTRACT shall be interpreted in a reasonable manner to affect the purpose of the
parties and this CONTRACT.
FF. Authority: The Parties to this CONTRACT represent and warrant that this CONTRACT
has been duly authorized and executed and constitutes the legally binding obligation of
their respective organization or entity, enforceable in accordance with its terms.
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GG. Employee Eligibility Verification: The SUBRECIPIENT warrants that it fully complies
with all Federal and State statutes and regulations regarding the employment of aliens
and others and that all its employees performing work under this CONTRACT meet the
citizenship or alien status requirement set forth in Federal statutes and regulations. The
SUBRECIPIENT shall obtain, from all employees, consultants and sub-
SUBRECIPIENTs performing work hereunder, all verification and other documentation of
employment eligibility status required by Federal or State statutes and regulations
including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.G.
§1324 et seq., as they currently exist and as they may be hereafter amended. The
SUBRECIPIENT shall retain all such documentation for all covered employee,
consultants and sub-SUBRECIPIENTs for the period prescribed by the law. The
SUBRECIPIENT shall indemnify, defend with counsel approved in writing by COUNTY,
and hold harmless, the COUNTY, its agents, officers, and employees from employer
sanctions and any other liability which may be assessed against the SUBRECIPIENT or
the COUNTY or both in connection with any alleged violation of any Federal or State
statutes or regulations pertaining to the eligibility for employment of any persons
performing work under this CONTRACT.
HH. Indemnification: SUBRECIPIENT agrees to indemnify, defend with counsel approved
in writing by COUNTY, and hold COUNTY, its elected and appointed officials, officers,
employees, agents and those special districts and agencies which COUNTY's Board of
Supervisors acts as the governing Board ("COUNTY INDEMNITEES") harmless from
any claims, demands or liability of any kind or nature, including but not limited to
personal injury or property damage, arising from or related to the services, products or
other performance provided by SUBRECIPIENT pursuant to this CONTRACT. If
judgment is entered against SUBRECIPIENT and COUNTY by a court of competent
jurisdiction because of the concurrent active negligence of COUNTY or COUNTY
INDEMNITEES, SUBRECIPIENT and COUNTY agree that liability will be apportioned as
determined by the court. Neither party shall request a jury apportionment.
Additional Terms and Conditions:
1. Scope of Services: This CONTRACT specifies the Contractual terms and conditions
by which the COUNTY will procure services from SUBRECIPIENT as further detailed in
the Scope of Services, identified and incorporated herein by this reference as
"Attachment A".
2. Term of CONTRACT: This CONTRACT shall be effective from July 1, 2012 through
June 30, 2013, unless otherwise terminated by the COUNTY. The term of this
CONTRACT may be extended upon mutual agreement of the parties in writing in
accordance with paragraph 2.2.
2.1 Eligible costs related to services provided by SUBRECIPIENT must be incurred
during the period beginning July 1, 2012. The Project shall be completed and all
funds provided through this CONTRACT shall be expended on eligible Project
activities through and including June 30, 2013.
2.2 Housing Rehabilitation CONTRACTS and Public Facilities & Improvement
CONTRACTS.
2.2.1 SUBRECIPIENT may be eligible to request additional funding up to
the maximum set forth in the applicable FY 2012-13 Annual Action
Plan if SUBRECIPIENT meets or exceeds any one of the Required
Expenditure Thresholds at 50%, 70% or 80% on or prior to the
milestone date as set forth in paragraph 24.3.3.
2.2.2 If additional funding is available for allocation to SUBRECIPIENT,
SUBRECIPIENT and COUNTY shall first amend the SUBRECIPIENT
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SCOPE OF SERVICES component of this CONTRACT.
Furthermore, SUBRECIPIENT shall demonstrate, to the satisfaction of
DIRECTOR, that the required Performance Expenditure and
Accomplishment Thresholds set forth in paragraph 26.3., will continue
to be met before such extension and additional allocation shall be
granted.
2.2.3 CONTRACT Extension
2.2.3.1 The term of this CONTRACT and the provisions herein may
be extended to cover an additional time period as specified
herein.
2.2.3.2 The date for PROJECT completion and expenditure of all
funds may be extended by the DIRECTOR without further
action by the BOARD for a period not to exceed six (6)
months from June 30, 2013. All extension, the deadline for
submittal of invoices shall be forty-five (45) days after the
new expiration date.
2.2.3.3 CONTRACT extension provisions are not applicable to
PROGRAM ADMINISTRATION activities.
2.3 Housing Rehabilitation CONTRACTS and Public Services CONTRACTS may be
renewed on the same terms, conditions, and scope of services for up to two (2)
individual consecutive one-year periods upon mutual written agreement by the
COUNTY and SUBRECIPIENT.
3. Contingency of Funds: SUBRECIPIENT acknowledges that funding or portions of
funding for this CONTRACT may also be contingent upon the receipt of funds from,
and/or appropriation of funds by Federal, State of California or local Government funds
to COUNTY. If such funding and/or appropriations are not forthcoming, or are otherwise
limited, COUNTY may immediately terminate or modify this CONTRACT without penalty.
3.1 If funding levels are significantly affected by Federal budget and funds are not
allocated and available for the continuance of the function performed by
SUBRECIPIENT, the CONTRACT may be terminated by the COUNTY at the end
of the period for which funds are available. The COUNTY shall notify
SUBRECIPIENT at the earliest possible time of any service, which will or may be
affected by a shortage of funds. No penalty shall accrue to the COUNTY in the
event this provision is exercised and the COUNTY shall not be obligated nor
liable for any damages as a result of termination under this provision of this
CONTRACT, and nothing herein shall be construed as obligating the COUNTY to
expend or as involving the COUNTY in any CONTRACT or other obligation for
future payment of money in excess of appropriations authorized by law.
4. Fiscal Appropriations: This CONTRACT is subject to and contingent upon applicable
budgetary appropriations being approved by the County of Orange Board of Supervisors
for each fiscal year during the term of this CONTRACT. If such appropriations are not
approved, the CONTRACT will be terminated without penalty to the COUNTY.
5. Adjustments —Scope of Services: No adjustments made to the scope of services will
be authorized without prior written approval of the COUNTY assigned Purchasing Agent.
6. Changes/Extra Work: The SUBRECIPIENT shall make no changes to this
CONTRACT without the COUNTY's written consent. In the event that there are new or
unforeseen requirements, the COUNTY with the SUBRECIPIENT's concurrence has the
discretion to request official changes at any time without changing the intent of this
CONTRACT.
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If COUNTY-initiated changes or changes in laws or government regulations affect price,
the SUBRECIPIENT's ability to deliver services, or the program schedule, the
SUBRECIPIENT shall give the COUNTY written notice no later than seven calendar
days from the date the law or regulation went into effect or the date the change was
proposed by the COUNTY and the SUBRECIPIENT was notified of the change. Such
changes shall be agreed to in writing and incorporated into a CONTRACT Amendment;
said Amendment shall be issued by the COUNTY-assigned Purchasing Agent, shall
require the mutual consent of all Parties, and may prohibit the SUBRECIPIENT from
proceeding with the work as set forth in this CONTRACT.
7. Breach of CONTRACT: The failure of the SUBRECIPIENT to comply with any of the
provisions, covenants or conditions of this CONTRACT shall be a material breach of this
CONTRACT. In such event the COUNTY may, and in addition to any other remedies
available at law, in equity, or otherwise specified in this CONTRACT:
Terminate the CONTRACT immediately, pursuant to paragraph K and paragraphs 30
through 32 herein;
Afford the SUBRECIPIENT written notice of the breach and ten calendar days or such
shorter time that may be specified in this CONTRACT within which to cure the breach;
Discontinue payment to the SUBRECIPIENT for and during the period in which the
SUBRECIPIENT is in breach; and
Offset against any monies billed by the SUBRECIPIENT but yet unpaid by the COUNTY
those monies disallowed pursuant to the above.
8. Conditions Affecting Work: The SUBRECIPIENT shall be responsible for taking all
steps reasonably necessary, to ascertain the nature and location of the work to be
performed under this CONTRACT; and to know the general conditions which can affect
the work or the cost thereof. Any failure by the SUBRECIPIENT to do so will not relieve
SUBRECIPIENT from responsibility for successfully performing the work without
additional cost to the COUNTY. The COUNTY assumes no responsibility for any
understanding or representations concerning the nature, location(s) or general
conditions made by any of its officers or agents prior to the execution of this
CONTRACT, unless such understanding or representations by the COUNTY are
expressly stated in the CONTRACT.
9. Conflict of Interest — SUBRECIPIENT's Personnel: The SUBRECIPIENT shall
exercise reasonable care and diligence to prevent any actions or conditions that could
result in a conflict with the best interests of the COUNTY. This obligation shall apply to
the SUBRECIPIENT; the SUBRECIPIENT's employees, agents, and relatives; sub-tier
SUBRECIPIENTs; and third Parties associated with accomplishing work and services
hereunder. The SUBRECIPIENT's efforts shall include, but not be limited to establishing
precautions to prevent its employees or agents from making, receiving, providing or
offering gifts, entertainment, payments, loans or other considerations which could be
deemed to appear to influence individuals to act contrary to the best interests of the
COUNTY.
SUBRECIPIENT agrees to abide by the provisions of OMB Circulars 102 and 110, as
applicable, 24 CFR 570.611 with respect to conflicts of interest, and covenants that it
presently has no financial interest and shall not acquire any financial interest, direct or
indirect, which would conflict in any manner or degree with the performance of services
required under this CONTRACT.
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SUBRECIPIENT further covenants that in the performance of this CONTRACT no
person having such a financial interest shall be employed or retained by
SUBRECIPIENT hereunder. These conflict of interest provisions apply to any person
who is an employee, agent, consultant, officer, or elected official or appointed official of
COUNTY or SUBRECIPIENT, or any designated public agencies which are receiving
funds under the CDBG Entitlement Program.
10. Conflict of Interest — COUNTY Personnel: The County of Orange Board of
Supervisors' policy prohibits its employees from engaging in activities involving a conflict
of interest. The SUBRECIPIENT shall not, during the period of this CONTRACT, employ
any COUNTY employee for any purpose.
11. Consulting Contract— Follow-On Work: No person or firm or subsidiary thereof who
has been awarded a consulting services contract or a contract which includes a
consulting component may be awarded a CONTRACT for the provision of services, the
delivery of goods or supplies, or the provision of any other related action which is
required, suggested, or otherwise deemed appropriate as an end product of the
consulting services contract. Therefore, any consultant that contracts with a COUNTY
agency/department to develop a feasibility study or to provide formal recommendations
is precluded from contracting for any work recommended in the study or included in the
recommendations.
12. Contingent Fees: The SUBRECIPIENT warrants that no person or selling agency has
been employed or retained to solicit or secure this agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, except bona
fide employees of the SUBRECIPIENT or bona fide established commercial or selling
agencies maintained by the SUBRECIPIENT for the purpose of securing business.
For breach or violation of this warranty, the COUNTY shall have the right to terminate
this CONTRACT in accordance with the termination clause and at its sole discretion to
deduct from the CONTRACT price or consideration, or otherwise recover, the full
amount of such commission, percentage, brokerage, or contingent fee from the
SUBRECIPIENT.
13. Bankruptcy/Insolvency: If the SUBRECIPIENT should be adjudged bankrupt or
should have a general assignment for the benefit of its creditors or if a receiver should
be appointed on account of the SUBRECIPIENT's insolvency, the COUNTY may
terminate this CONTRACT.
14. SUBRECIPIENT Personnel — Reference Checks: The SUBRECIPIENT warrants that
all persons employed to provide service under this CONTRACT have satisfactory past
work records indicating their ability to accept the kind of responsibility anticipated under
this CONTRACT. SUBRECIPIENT's employees assigned to this program must meet
character standards as demonstrated by reference checks, coordinated by the
agency/department issuing this CONTRACT.
15. SUBRECIPIENT's Project Manager and Key Personnel: SUBRECIPIENT shall
appoint a Project Manager to direct the SUBRECIPIENT's efforts in fulfilling
SUBRECIPIENT's obligations under this CONTRACT. This Project Manager shall be
subject to approval by the COUNTY and shall not be changed without the written
consent of the COUNTY's Project Manager, which consent shall not be unreasonably
withheld.
The SUBRECIPIENT's Project Manager shall be assigned to this project for the duration
of this CONTRACT and shall diligently pursue all work and services to meet the program
time lines. The COUNTY's Project Manager shall have the right to require the removal
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and replacement of the SUBRECIPIENT's Project Manager from providing services to
the COUNTY under this CONTRACT. The COUNTY's Project Manager shall notify the
SUBRECIPIENT in writing of such action. The SUBRECIPIENT shall accomplish the
removal within three (3) business days after written notice by the COUNTY's Project
Manager. The COUNTY's Project Manager shall review and approve the appointment of
the replacement for the SUBRECIPIENT's Project Manager_ The COUNTY is not
required to provide any additional information, reason or rationale in the event it elects to
request the removal of SUBRECIPIENTs Project Manager from providing services to the
COUNTY under this CONTRACT.
16. Data — Title To: All materials, documents, data or information obtained from the
COUNTY data files or any COUNTY medium furnished to the SUBRECIPIENT in the
performance of this CONTRACT will at all times remain the property of the COUNTY.
Such data or information may not be used or copied for direct or indirect use by the
SUBRECIPIENT after completion or termination of this CONTRACT without the express
written consent of the COUNTY. All materials, documents, data or information, including
copies, must be returned to the COUNTY at the end of this CONTRACT.
17. County Of Orange Child Support Enforcement: In order to comply with the child
support enforcement requirements of the County of Orange, within ten (10) days of
award of CONTRACT, the selected SUBRECIPIENT agrees to furnish to the
CONTRACT administrator, the Purchasing Agent, or the agency/department deputy
purchasing agent:
17.1 In the case of an individual SUBRECIPIENT, his/her name, date of birth, Social
Security number, and residence address;
17.2 In the case of a SUBRECIPIENT doing business in a form other than as an
individual, the name, date of birth, Social Security number, and residence
address of each individual who owns an interest of ten (10) percent or more in
the contracting entity;
17.3 A certification that the SUBRECIPIENT has fully complied with all applicable
federal and State reporting requirements regarding its employees; and
17.4 A certification that the SUBRECIPIENT has fully complied with all lawfully served
Wage and Earnings Assignment Orders and Notices of Assignment and will
continue to so comply.
Failure of the SUBRECIPIENT to timely submit the data and/or certifications required
may result in the CONTRACT being awarded to another SUBRECIPIENT. In the event
a CONTRACT has been issued, failure of the SUBRECIPIENT to comply with all federal,
state, and local reporting requirements for child support enforcement or to comply with
all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment
shall constitute a material breach of the CONTRACT. Failure to cure such breach within
ten (10) calendar days of notice from the COUNTY shall constitute grounds for
termination of the CONTRACT.
18. EDD Independent Contractor Reporting Requirements: Effective January 1, 2001,
the County of Orange is required to file federal Form 1099-Misc for services received
from a "service provider' to whom the COUNTY pays $600 or more or with whom the
COUNTY enters into a CONTRACT for$600 or more within a single calendar year. The
purpose of this reporting requirement is to increase child support collection by helping to
locate parents who are delinquent in their child support obligations as set forth in Exhibit
A., attached hereto and incorporated herein by reference.
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The term "service provider" is defined in California Unemployment Insurance Code
Section 1088.8, subparagraph B.2 as "an individual who is not an employee of the
service recipient for California purposes and who received compensation or executes a
CONTRACT for services performed for that service recipient within or without the state."
The term is further defined by the California Employment Development Department to
refer specifically to independent contractors. An independent contractor is defined as
"an individual who is not an employee of the government entity for California purposes
and who receives compensation or executes a CONTRACT for services performed for
that ... government entity either in or outside of California."
The reporting requirement does not apply to corporations, general partnerships, limited
liability partnerships, and limited liability companies.
Additional information on this reporting requirement can be found at the California
Employment Development Department web site located at www.edd.ca.gov/txicr.htm.
19. Appointment and Acceptance: The COUNTY designates the SUBRECIPIENT as
the exclusive SUBRECIPIENT for the management of the Program, and the
SUBRECIPIENT accepts the appointment, subject to the terms and conditions set forth
in this CONTRACT. SUBRECIPIENT hereby agrees to manage the Program in an
efficient and satisfactory manner to the best of its ability.
20. Emergency/Declared Disaster Requirements: In the event of an emergency or if
Orange County is declared a disaster area by the COUNTY, state or federal
government, this CONTRACT may be subjected to unusual usage. The SUBRECIPIENT
shall service the COUNTY during such an emergency or declared disaster under the
same terms and conditions that apply during non-emergency/disaster conditions. The
pricing quoted by the SUBRECIPIENT shall apply to serving the COUNTY's needs
regardless of the circumstances. If the SUBRECIPIENT is unable to supply the
goods/services under the terms of the CONTRACT, then the SUBRECIPIENT shall
provide proof of such disruption and a copy of the invoice for the goods/services from
the SUBRECIPIENT's supplier(s). Additional profit margin as a result of supplying
goods/services during an emergency or a declared disaster shall not be permitted. In
the event of an emergency or declared disaster, emergency purchase order numbers will
be assigned. All applicable invoices from the SUBRECIPIENT shall show both the
emergency purchase order number and the CONTRACT number.
21. SUBRECIPIENT's Responsibilities: The SUBRECIPI ENT shall:
21.1 Operate and manage the Project and provide Services/Activities as set forth
herein. In this regard the SUBRECIPIENT will assess current services being
provided, assess what Services/Activities are needed, or have been requested,
and structure the Services/Activities accordingly.
22. Business License: At its own expense, SUBRECIPIENT shall qualify to do business
and obtain and maintain such licenses as may be required for the performance by
SUBRECIPIENT of its services under this CONTRACT.
23. Substantial Amendments:
23.1 If any amendment results in a change in the funding amount, that does not
trigger a SUBSTANTIAL AMENDMENT, as defined, SUBRECIPIENT SCOPE
OF SERVICES, threshold and milestone dates or schedule of activities to be
undertaken as part of this CONTRACT, such modifications will be incorporated
only by written amendment executed by Director and SUBRECIPIENT.
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23.2 In an effort to efficiently utilize CDBG funds within timeframes required by HUD,
' the COUNTY will consider the reprogramming of unspent CDBG balances from
completed and cancelled CDBG-funded activities to other eligible activities as a
"Non-Substantial Amendment".
In the event that any of these "administrative" reprogramming actions fall under
the "Substantial Amendment" criteria, the proposed actions to the Citizen
Participating process, requires formal action by the Board of Supervisors, and
subsequent approval by HUD.
24. Payment Requirements:
24.1 CONTRACT Amount: It is expressly agreed and understood that the total
amount to be paid by COUNTY under this CONTRACT shall not exceed the total
COUNTY funding as set forth in Attachment B., - Compensation to
SUBRECIPIENT attached hereto and incorporated herein by reference.
24.2 COUNTY will reclaim any unused balance of funds for reallocation to other
COUNTY approved projects.
24.3 Payment of Project Activities:
24.3.1 Payment of Project Activities: COUNTY will reimburse SUBRECIPIENT
for eligible project-related costs only. SUBRECIPIENT shall submit
requests for reimbursement to COUNTY on a monthly basis beginning
on July 1, 2012, and must provide adequate documentation as required
by COUNTY in accordance with the OC COMMUNITY RESOURCES
CONTRACT REIMBURSEMENT POLICY, as set forth in Exhibit B.,
attached hereto and incorporated herein by reference. In addition,
SUBRECIPIENT will provide a progress performance report ("GPR
INFORMATION FORM") for the time period covered, as prescribed by
COUNTY. Failure to provide any of the required documentation and
reporting will cause COUNTY to withhold all or a portion of a request
for reimbursement, or return the entire reimbursement package to
SUBRECIPIENT, until such documentation and reporting has been
received and approved by COUNTY.
24.3.2 If SUBRECIPIENT has no request for reimbursement during any quarter
during the term of this CONTRACT, a GPR Information Form, including
and explanation as to why no invoices were being processed, shall be
required in lieu of a request for reimbursement.
24.3.3 The following "Required Expenditure Threshold" criteria have been
established to guide the SUBRECIPIENT in structuring and scheduling
their expenditure of funds received through this CONTRACT, through
term of CONTRACT. The criteria thresholds are consistent with the
criteria used by OC Community Resources to determine performance
including, but not limited to, determinations of future ward of funds,
additional funding requests and/or determinations for the recapture of
funding.
Milestone Date Minimum Required Expenditure Threshold
December 15t 50% of Contracted Amount Expended
January 15th 70% of Contracted Amount Expended
March 15th 80% of Contracted Amount Expended
24.3.4 SUBRECIPIENT will have forty-five (45) days following the expiration of
the CONTRACT to submit outstanding invoices for reimbursement of
eligible costs incurred during the CONTRACT period. After the forty-
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five (45) day period for submitting invoices has expired, COUNTY shall
reallocate the remaining balance under this CONTRACT for other
program purposes and SUBRECIPIENT shall be ineligible for any
further reimbursement.
24.4 Funds shall not be disbursed for any costs incurred prior to the certification by
COUNTY and HUD of Certificate(s) of Insurance and environmental compliance
as further defined in paragraph P and paragraph 34 of this CONTRACT.
Additionally, no funds shall be disbursed prior to submittal of certified payroll
documentation to COUNTY with each invoice package/request for payment, as
further defined in paragraph 33.
24.5 Readiness — for Housing Rehabilitation and Public Facilities & Improvement
Projects:
SUBRECIPIENT shall be required to demonstrate to COUNTY its readiness to
immediately initiate its Project upon execution of this CONTRACT by providing to
the COUNTY documentation including, but not limited to, the following: Board of
Council Minutes/Resolution; Awarded bid documents with timeline requirements;
and, executed Architect and Engineer(hereafter referred to as "A&E") contracts
with specific project timelines consistent with funding. By September 30 of
contract term, SUBRECIPIENT shall provide COUNTY a Project Readiness
Checklist incorporating the status of all Project-phasing milestones. In the case
of milestones would be met. The Project Readiness Checklist shall clearly
demonstrate that SUBRECIPIENT will meet the "Required Expenditure
Thresholds" as set forth in paragraph 24.3.3. SUBRECIPIENT acknowledges
that said Project Readiness Checklist may be considered to evaluate the
performance of the SUBRECIPIENT.
25. Program Income
25.1 SUBRECIPIENT shall comply with regulations set forth in 24 CFR 570.504, as
well as all applicable State or COUNTY regulations concerning the reporting and
payment procedures for program income.
25.2 All Program Income accrued shall be returned to COUNTY on a quarterly basis
prior to SUBRECIPIENT receiving any reimbursement from grant funds provided
under this CONTRACT.
25.3 SUBRECIPIENT shall provide information of the receipt of Program Income by
SUBRECIPIENT related to Program on all GPR INFORMATION FORMS
submitted with requests for reimbursement.
25.4 SUBRECIPIENT shall complete and submit a Year-End Program Income letter,
indicating amount of Program Income and include any reimbursement remittance
necessitated therein, by July 15, after the close of the CONTRACT fiscal year.
26. Performance:
26.1 SUBRECIPIENT shall provide the oversight, administration, and project
management necessary to accomplish all contracted activities in a timely
manner. SUBRECIPIENT also agrees to comply with all applicable Federal,
State, and local laws and regulations governing the funds provided under this
CONTRACT.
26.2 SUBRECIPIENT shall comply with all applicable HUD regulations, as described
in paragraph 35 General Administration of this CONTRACT, concerning
administrative requirements and maintain records as to services provided and
total number of persons served through the project, including but not limited to,
population-served analysis (i.e., extremely-low income persons, very-low income
persons, and low-income persons as defined by HUD). Such information shall
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be available for periodic monitoring by representatives of COUNTY or HUD and
shall be submitted by SUBRECIPIENT in report form to COUNTY by dates
specified by COUNTY.
26.3 The following "Performance Threshold" criteria shall be used to assess the level
of performance of the SUBRECIPIENT, including Attachment A. - Scope of
Services, attached hereto and incorporated herein by reference. Furthermore,
the criteria will be considered by OC Community Resources when determining
future funding. In order to be considered in compliance with the performance
threshold criteria, the SUBRECIPIENT must, on or before the required milestone
date, submit to OC Community Resources a request for reimbursement which
demonstrates that SUBRECIPIENT has expended funds and met their proposed
accomplishment goals at the required levels, unless exempted in writing by the
DIRECTOR.
Milestone Date Minimum Required Expenditure Threshold
December 15th 50% of Contracted Amount Expended
50% of Proposed Accomplishments Met
January 15th 70% of Contracted Amount Expended
70% of Proposed Accomplishments Met
March 15th 80% of Contracted Amount Expended
80% of Proposed Accomplishments Met
Failure to achieve at least the aforementioned 50% drawdown, without written
exception approved by the DIRECTOR, may cause any remaining balance in this
CONTRACT to be reclaimed by COUNTY, and will negatively affect future
funding to SUBRECIPIENT. Failure to achieve the aforementioned 80%
drawdown goal, without written exception approved by the DIRECTOR, may
cause any remaining balance in this CONTRACT to be reclaimed by COUNTY,
and will impact future funding to SUBRECIPIENT.
26.4 SUBRECIPIENT shall complete and submit a Year End GPR INFORMATION
FORM by July 15, after the close of the CONTRACT fiscal year.
26.5 Should the activity being funded through this CONTRACT be completed,
cancelled or terminated prior to the termination date set forth herein in paragraph
2. Additional Terms and Conditions, SUBRECEIPIENT shall complete and
submit a Mid-Year GPR INFORMATION FORM at the time of the completion,
cancellation or termination. Said GPR INFORMATION FORM shall consist of a
cumulative reporting of project-related expenditures and accomplishments
relative to the SCOPE OF SERVICES, as set forth in Attachment A., attached
hereto and incorporated herein by reference. If activity funded through this
CONTRACT is completed, or if funds allocated through this CONTRACT are fully
expended, prior to end of CONTRACT term, SUBRECIPIENT must continue to
serve its clients for the entire term of this CONTRACT.
26.6 SUBRECIPIENT shall complete and submit a GPR INFORMATION FORM in
support of all requests for reimbursement. Said GPR INFORMATION FORM
shall consist of a cumulative report of project related accomplishments as set
forth in Attachment A., SCOPE OF SERVICES, attached hereto and incorporated
herein by reference, for the subject quarter. If at any time during the term of this
CONTRACT SUBRECIPIENT has no activity occur during any quarter,
SUBRECIPIENT shall prepare and submit to COUNTY a Quarterly GPR
INFORMATION FORM, regardless of actual activity.
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26.7 SUBRECIPIENT acknowledges that the GPR INFORMATION FORM is a
monitoring tool that will be reviewed and evaluated to determine
SUBRECIPIENT's level of performance relative to this CONTRACT.
26.8 SUBRECIPIENT shall submit all requested data necessary to complete the
Consolidated Annual Performance and Evaluation Report (CAPER), and monitor
program accountability and progress in accordance with HUD requirements, in
the format and at the time designated by COUNTY.
27. Performance Monitoring:
27.1 Performance Monitoring of SUBRECIPIENT by COUNTY and/or HUD shall
consist of requested and/or required written reporting, as well as onsite
monitoring by COUNTY or HUD representatives.
27.2 COUNTY shall periodically evaluate SUBRECIPIENT's progress in complying
with the terms of this CONTRACT. SUBRECIPIENT shall cooperate fully during
such monitoring. COUNTY shall report the findings of each monitoring to
SUBRECIPIENT.
27.3 COUNTY shall monitor the performance of SUBRECIPIENT against the goals,
outcomes, milestones and performance standards required herein. Substandard
performance, as determined by COUNTY, will constitute non-compliance with
this CONTRACT for which COUNTY may immediately terminate the
CONTRACT. If action to correct such substandard performance is not taken by
SUBRECIPIENT within the time period specified by COUNTY, payment(s)will be
denied in accordance with the provisions contained in paragraph 41 of this
CONTRACT.
28. Disputes—CONTRACT:
28.1 The Parties shall deal in good faith and attempt to resolve potential disputes
informally. If the dispute concerning a question of fact arising under the terms of
this CONTRACT is not disposed of in a reasonable period of time by the
SUBRECIPIENT's Project Manager and the COUNTY's Project Manager, such
matter shall be brought to the attention of the Purchasing Agent by way of the
following process:
28.1.1 The SUBRECIPIENT shall submit to the agency/department assigned
COUNTY Purchasing Agent a written demand for a final decision
regarding the disposition of any dispute between the Parties arising
under, related to, or involving this CONTRACT, unless the COUNTY, on
its own initiative, has already rendered such a final decision.
28.1.2 The SUBRECIPIENT's written demand shall be fully supported by
factual information, and, if such demand involves a cost adjustment to
the CONTRACT, the SUBRECIPIENT shall include with the demand a
written statement signed by a senior official indicating that the demand
is made in good faith, that the supporting data are accurate and
complete, and that the amount requested accurately reflects the
CONTRACT adjustment for which the SUBRECIPIENT believes the
COUNTY is liable.
28.2 Pending the final resolution of any dispute arising under, related to, or involving
this CONTRACT, the SUBRECIPIENT agrees to diligently proceed with the
provision of services under this CONTRACT. The SUBRECIPIENT's failure to
diligently proceed shall be considered a material breach of this CONTRACT.
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Any final decision of the COUNTY shall be expressly identified as such, shall be
in writing, and shall be signed by the COUNTY Purchasing Agent or his
designee. If the COUNTY fails to render a decision within ninety (90) days after
receipt of the SUBRECIPIENT's demand, it shall be deemed a final decision
adverse to the SUBRECIPIENT's contentions. Nothing in this section shall be
construed as affecting the COUNTY's right to terminate the CONTRACT for
Cause as stated in paragraph K herein.
29. Gratuities: The SUBRECIPIENT warrants that no gratuities, in the form of
entertainment, gifts or otherwise, were offered or given by the SUBRECIPIENT or any
agent or representative of the SUBRECIPIENT to any officer or employee of the
COUNTY with a view toward securing the CONTRACT or securing favorable treatment
with respect to any determinations concerning the performance of the CONTRACT. For
breach or violation of this warranty, the COUNTY shall have the right to terminate the
CONTRACT, either in whole or in part, and any loss or damage sustained by the
COUNTY in procuring on the open market any services which the SUBRECIPIENT
agreed to supply shall be borne and paid for by the SUBRECIPIENT. The rights and
remedies of the COUNTY provided in the clause shall not be exclusive and are in
addition to any other rights and remedies provided by law or under the CONTRACT.
30. Termination — Convenience of the COUNTY: The COUNTY may terminate
performance of work under this CONTRACT for its convenience in whole, or, from time
to time, in part if the user agency/department determines that a termination is in the
COUNTY's interest. The agency/department assigned buyer shall terminate the
CONTRACT by delivering to the SUBRECIPIENT a written notice of termination
specifying the extent of the termination and the effective date thereof. The parties agree
that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed
to remain in effect until such time as the termination settlement, if any, is concluded and
the CONTRACT shall not be void.
After receipt of a notice of termination and, except as directed by the assigned buyer, the
SUBRECIPIENT shall immediately proceed with the following obligations, as applicable,
regardless of any delay in determining or adjusting any amounts due under this clause.
The SUBRECIPIENT shall:
30.1 Stop work as specified in the notice of termination;
30.2 Place no further subcontracts or orders for materials, services, or facilities,
except as necessary to complete the continued portion of the CONTRACT;
30.3 Terminate all orders and subcontracts to the extent they relate to the work
terminated;
30.4 Settle all outstanding liabilities and termination settlement proposals arising from
the termination of any subcontracts, the approval or ratification of which will be
final for purposes of this clause;
30.5 As directed by the assigned buyer transfer title and deliver to the COUNTY (a)
fabricated or unfabricated parts, work in process, completed work, supplies, and
other material produced or acquired for the work terminated, and (b) completed
or partially completed plans, drawings, information, and other property that, if the
CONTRACT had been completed, would be required to be furnished to the
COUNTY;
30.6 Complete performance of the work not terminated; and
30/ Take any action that may be necessary or as the COUNTY may direct for the
protection and preservation of the property related to this CONTRACT that is in
the possession of the SUBRECIPIENT and in which the COUNTY has or may
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acquire an interest and to mitigate any potential damages or requests for
CONTRACT adjustment or termination settlement to the maximum practical
extent.
At the completion of the SUBRECIPIENT's termination efforts, the
SUBRECIPIENT may submit to the assigned buyer a list indicating quantity and
quality of termination inventory not previously disposed of and request
instructions for disposition of the residual termination inventory.
After termination the SUBRECIPIENT shall submit a final termination settlement
proposal to the user agency/department in a format acceptable to the COUNTY.
The SUBRECIPIENT shall submit the proposal promptly, but no later than 60
days from the effective date of the termination, unless extended in writing by the
COUNTY upon written request of the SUBRECIPIENT within the ninety-day (90-
day) period. However, if the agency/department determines that the facts justify
it, a termination settlement proposal may be received and acted on after the
expiration of the filing period or any extension. The SUBRECIPIENT and the
COUNTY may agree upon the whole or any part of the amount to be paid
because of the termination. The amount may include a reasonable allowance for
profit on work done, including a reasonable amount for accounting, legal, clerical
and other expenses reasonably necessary for the preparation of termination
settlement proposals and supporting data, and storage, transportation and other
costs incurred, reasonably necessary for the preservation, protection, or
disposition of the termination inventory. However, the agreed amount may not
exceed the total CONTRACT price as reduced by (a) the amount of payment
previously made and (b) the CONTRACT price of work not terminated. The
CONTRACT shall be amended and the SUBRECIPIENT paid the agreed
amount.
If the SUBRECIPIENT and the COUNTY fail to agree on the whole amount to be
paid because of the termination of work, the COUNTY shall pay the
SUBRECIPIENT the amounts determined by the COUNTY as follows, but
without duplication of any amounts agreed on as set forth above:
30.8 The CONTRACT price for completed supplies or services accepted by the
COUNTY(or sold or acquired) not previously paid for, adjusted for any savings of
freight and other charges; and
30.9 Except for normal spoiling and except to the extent that the COUNTY expressly
assumes the risk of loss, the COUNTY shall exclude from the amounts payable
to the SUBRECIPIENT the fair value, as determined by the agency/department,
of property that is destroyed, lost, stolen, or damaged so as to become
undeliverable to the COUNTY.
The SUBRECIPIENT shall use generally accepted accounting principles and
sound business practices in determining all costs claimed, agreed to, or
determined under this clause. Such costs shall be allocable to the terminated
CONTRACT or portion thereof, allowable under applicable laws, regulations,
generally accepted accounting principles and good business judgment and
objectively reasonable.
The SUBRECIPIENT shall have the right to appeal, under the COUNTY's protest
procedure, any determination made by the COUNTY, except that if the
SUBRECIPIENT failed to submit the termination settlement proposal within the
time provided and failed to request a time extension, there is no right of appeal.
In arriving at the amount due the SUBRECIPIENT under this clause, there shall
be deducted;
30.10 All payment to the SUBRECIPIENT under the terminated portion of this
CONTRACT;
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30.11 Any claim which the COUNTY has against the SUBRECIPIENT under this or any
other CONTRACT; and
30.12 The agreed price for or proceeds of sale of materials, supplies, or other things
acquired by the SUBRECIPIENT or sold under the provisions of this clause and
not recovered by or credited to the COUNTY.
If the termination is partial, the SUBRECIPIENT may file a proposal with the
agency/department for an equitable adjustment of the price(s) of the continued
portion of the CONTRACT. The agency/department shall make any equitable
adjustment agreed upon. Any proposal by the SUBRECIPIENT for an equitable
adjustment under this clause shall be requested within thirty (30) days from the
effective date of termination unless extended in writing by agency/department.
The COUNTY may:
30.13 Under the terms and conditions it prescribes, make partial payment and
payments against costs incurred by the SUBRECIPIENT for their terminated
portion of the CONTRACT, if the COUNTY believes that the total of these
payments will not exceed the amount to which the contactor will be entitled; and
30.14 If the total payments exceed the amount finally determined to be due, the
SUBRECIPIENT shall repay the excess to the COUNTY upon demand.
In determining the amount payable to the SUBRECIPIENT and notwithstanding
any other provision, if it appears that the SUBRECIPIENT would have sustained
a loss on the entire CONTRACT had it been completed, the COUNTY shall allow
no profit and shall reduce the settlement to reflect the indicated rate of loss.
Unless otherwise provided in this CONTRACT or by statute, the SUBRECIPIENT
shall maintain all records and documents relating to the terminated portion of this
CONTRACT for five (5) years after final settlement. This includes all books and
other evidence bearing on the SUBRECIPIENT's costs and expenses under this
CONTRACT. The SUBRECIPIENT shall make these records and documents
available to the COUNTY, at the SUBRECIPIENT's office, at all reasonable
times, without any direct charge. If approved by the COUNTY, photographs,
microphotographs, electronic storage, or other authentic reproductions may be
maintained instead of original records and documents.
31. Termination — Orderly: After receipt of a termination notice from the County of
Orange, the SUBRECIPIENT shall submit to the COUNTY a termination claim, if
applicable. Such claim shall be submitted promptly, but in no event later than sixty (60)
days from the effective date of the termination, unless one or more extensions in writing
are granted by the COUNTY upon written request of the SUBRECIPIENT. Upon
termination COUNTY agrees to pay the SUBRECIPIENT for all services performed prior
to termination which meet the requirements of the CONTRACT, provided, however, that
such compensation plus previously paid compensation shall not exceed the total
compensation set forth in the CONTRACT. Upon termination or other expiration of this
CONTRACT, each Party shall promptly return to the other Party all papers, materials,
and other properties of the other held by each for purposes of execution of the
CONTRACT. In addition, each Party will assist the other Party in orderly termination of
this CONTRACT and the transfer of all aspects, tangible and intangible, as may be
necessary for the orderly, non-disruptive business continuation of each Party.
32. Stop Work: The COUNTY may, at any time, by written stop work order to the
SUBRECIPIENT, require the SUBRECIPIENT to stop all or any part of the work called
for by this CONTRACT for a period of 90 days after the stop work order is delivered to
the SUBRECIPIENT and for any further period to which the parties may agree. The stop
work order shall be specifically identified as such and shall indicate it is issued under this
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clause. Upon receipt of the stop work order, the SUBRECIPIENT shall immediately
comply with its terms and take all reasonable steps to minimize the incurrence of costs
allocable to the work covered by the stop work order during the period of work stoppage.
Within a period of 90 days after a stop work order is delivered to the SUBRECIPIENT or
within any extension of that period to which the parties shall have agreed, the COUNTY
shall either:
32.1 Cancel the stop work order; or
32.2 Terminate work covered by the stop work order as provided for in the termination
for default or the termination for convenience clause of this CONTRACT.
If a stop work order issued under this clause is canceled or the period of the stop
work order or any extension thereof expires, the SUBRECIPIENT shall resume
work. The COUNTY shall make an equitable adjustment in the delivery schedule,
the CONTRACT price, or both, and the CONTRACT shall be modified in writing
accordingly if:
32.3 The stop work order results in an increase in the time required or in the
SUBRECIPIENT's cost properly allocable to the performance of any part of this
CONTRACT; and
32.4 The SUBRECIPIENT asserts its right to an equitable adjustment within 30 days
after the end of the period of work stoppage, provided that if the COUNTY
decides the facts justify the action, the COUNTY may receive and act upon a
proposal submitted at any time before final payment under this CONTRACT.
If a stop work order is not canceled and the work covered by the stop work order
is terminated in accordance with the provision entitled, "Termination -
Convenience of COUNTY," the COUNTY shall allow reasonable costs resulting
from the stop work order in arriving at the termination settlement.
If a stop work order is not canceled and the work covered by the stop work order
is terminated for default, the COUNTY shall allow, by equitable adjustment or
otherwise, reasonable costs resulting from the stop work order.
An appropriate equitable adjustment may be made in any related CONTRACT of
the SUBRECIPIENT that provides for adjustment and is affected by any stop
work order under this clause. The COUNTY shall not be liable to the
SUBRECIPIENT for loss of profits because of a stop work order issued under
this clause.
If any provisions of this agreement are invalid under any applicable statute or rule
of law, they are, to that extent, omitted, but the remainder of this agreement shall
continue to be binding upon the parties hereto.
33. Federal Administrative Requirements:
33.1 Financial Management:
33.1.1 Accounting Standards: SUBRECIPIENT agrees to comply with 24
CFR 84.21-28 and agrees to adhere to the accounting principles and
procedures required therein, utilize adequate internal controls, and
maintain necessary source documentation for all costs incurred.
33.1.2 Cost Principles: SUBRECIPIENT shall administer its program in
conformance with OMB Circulars A-122, "Cost Principles for Non-Profit
Organizations," or A-21, "Cost Principles for Educational Institutions," or
A-87, "Cost Principles for State and Local Governments" (and if
SUBRECIPIENT is a governmental or quasi-governmental agency, the
applicable sections of 24 CFR 85, "Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and
Local Governments,") as applicable. These principles shall be applied
for all costs incurred whether charged on a direct or indirect basis.
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33.2 Civil Rights
Compliance
33.2.1 SUBRECIPIENT agrees to comply with California Civil Rights Act
Ordinances and Title VI of the Civil Rights Act of 1964, as amended,
Title VIII of the Civil Rights Act of 1968, as amended, Section 109 of
Title I of the Housing and Community Development Act of 1974, as
amended, Section 504 of the Rehabilitation Act of 1973, the Americans
with Disabilities Act of 1990, the Age Discrimination Act of 1975,
Executive Order 11063, and with Executive Order 11246, as amended
by Executive Orders 11375, 11478, 12107 and 12086.
33.2.2 Rehabilitation Act
SUBRECIPIENT agrees to comply with any federal regulations issued
pursuant to compliance with Section 504 of the Rehabilitation Act of
1973, (29 U.S.C. 706) which prohibits discrimination against the
handicapped in any federally assisted program. COUNTY shall provide
SUBRECIPIENT with any guidelines necessary for compliance with that
portion of the regulations in force during the term of this CONTRACT.
33.2.3 Nondiscrimination in Employment and Contracting
SUBRECIPIENT agrees to comply with the non-discrimination in
employment and contracting opportunities laws, regulations, and
executive orders referenced in 24 CFR 570.607, as revised by
Executive Order 13279, including 24 CFR.Part 8, 24 CFR 570.602 and
Section 504 of Rehabilitation Act of 1973, Americans with Disabilities
Act of 1990, Executive Order 11063. The applicable non-discrimination
provisions in Section 109 of the Housing and Community Development
Act (HCDA) are still applicable.
33.3 Drug-Free Workplace:
The SUBRECIPIENT hereby certifies compliance with Government Code Section
8355 in matters relating to providing a drug-free workplace as set forth in Exhibit
C., attached hereto and incorporated herein by reference. The SUBRECIPIENT
will:
33.3.1 Publish a statement notifying employees that unlawful manufacture,
distribution, dispensation, possession, or use of a controlled substance
is prohibited and specifying actions to be taken against employees for
violations, as required by Government Code Section 8355(a).
33.3.2 Establish a drug-free awareness program as required by Government
Code Section 8355(b)to inform employees about all of the following:
33.3.2.1 The dangers of drug abuse in the workplace;
33.3.2.2 The SUBRECIPIENT's policy of maintaining a drug free
workplace;
33.3.2.3 Any available counseling, rehabilitation, and employee
assistance programs; and
33.3.2.4 Penalties that may be imposed upon employees for drug
abuse violations.
33.3.3 Provide as required by Government Code Section 8355(c) that every
employee who works under this CONTRACT:
33.3.3.1 Will receive a copy of the company's drug-free policy
statement; and
33.3.3.2 Will agree to abide by the terms of the company's
statement as a condition of employment under this
CONTRACT.
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Failure to comply with these requirements may result in suspension of
payments under the contract or termination of the contract or both, and
the SUBRECIPIENT may be ineligible for award of any future COUNTY
contracts if the COUNTY determines that any of the following has
occurred:
33.3.3.3 The SUBRECIPIENT has made false certification, or
33.3.3.4 The SUBRECIPIENT violates the certification by failing to
carry out the requirements as noted above.
33.4 Affirmative Action: SUBRECIPIENT agrees that it shall be committed to
carry out an Affirmative Action Program that encompasses that principals
provided in President's Executive Order 11246, as revised on January 4, 2002.
33.5 Americans with Disabilities Act: SUBRECIPIENT agrees to comply with
Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the
Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC
12101; California Code of Regulations, Title 2, Title 22: California Government
Code, Sections 11135, et seq; and other federal and state laws and executive
orders prohibit discrimination. All programs, activities, employment opportunities,
and services must be made available to all persons, including persons with
disabilities.
33.6 Employment Restrictions:
33.6.1 Prohibited Activity: SUBRECIPIENT is prohibited from using funds
provided herein, or personnel employed in the administration of the
program, for: political activities, sectarian or religious activities, lobbying,
political patronage, and nepotism activities.
33.6.2 OSHA: Where employees are engaged in activities not covered under
the Occupational Safety and Health Act of 1970, they shall not be
required or permitted to work, be trained, or receive services in
buildings or surroundings or under working conditions which are
unsanitary, hazardous or dangerous to the participants' health or safety.
33.6.3 Employee Rights
Federal Minimum.Wage
33.6.3.1 SUBRECIPIENT must follow the Fair Labor Standards Act
(FLSA), as it currently exists and it may be amended,
which sets basic minimum wage and overtime pay
standards. These standards are enforced by The United
States Department of Wage and Hour Division under
Department's Wage and Hour Division. The Federal
minimum wage provisions are contained in the FLSA.
Many states also have minimum wage laws. In cases
where an employee is subject to both state and federal
minimum wage laws, the employee is entitled to the higher
minimum wage.
33.6.4 California Minimum Wage
33.6.4.1 SUBRECIPIENT must follow the California enacted
legislation signed by the Governor of California, raising the
minimum wage for all industries (MW-2007). (AB 1835,
CH230, Stats of 2006, adding sections 1182.12 and
1182.13 to the California Labor Code.) Pursuant to its
authority under Labor Code section 1182.13, the
Department of Industrial Relations amends and
republishes Sections, 1, 2, 3, and 5 of the General
Minimum Wage Order. MW-2001, Section 4, Separability,
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has not been changed. Consistent with this enactment,
amendments are made to the minimum wage, and the
meals and lodging credits sections of all of the IWC's
industry and occupation orders. This summary must be
made available to employees in accordance with the IWC's
wage orders. Copies of the full text of the amended wage
orders may be obtained by ordering on-line at
www.dir.ca.goviWP.asp or by contacting your local
Division of Labor Standards Enforcement office.
33.7 Hatch Act: SUBRECIPIENT agrees that no funds provided, nor personnel
employed under this CONTRACT, shall be in any way or to any extent engaged
in the conduct of political activities in violation of the Hatch Act, 5 U.S.C. Section
1501 et seq. and Chapter 15 of Title V of the U.S.C.
33.8 Religious Organization/Activities: In accordance with 24 CFR 570.200(j),
SUBRECIPIENT shall not discriminate against faith-based organizations in
administering its federal HUD activities. However, SUBRECIPIENT agrees that
funds provided under this CONTRACT will not be utilized for inherently religious
activities, to promote religious interest, or for the benefit of a religious
organization in accordance with 24 CFR 570.200 (j)(2).
33.9 Anti-Lobbying: SUBRECIPIENT certifies that:
33.9.1 No Federal appropriated funds will be paid, by or on behalf of it, 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; and
33.9.2 SUBRECIPIENT will complete and submit Standard Form-LLL
"Disclosure of Lobbying Activities," if any funds other than Federal
appropriated funds have been paid, in accordance with its instructions;
and
33.9.3 SUBRECIPIENT shall include subject anti-lobbying certification in
award documents for all sub-SUBRECIPIENTs at all tiers (including
sub-subcontracts, sub-subgrants, and CONTRACT under grants, loans, •
and Cooperative Agreements) and that all sub-SUBRECIPIENTs shall
certify and disclose accordingly.
33.10 Audits: If SUBRECIPIENT expends Federal funds in a fiscal year which equal
or exceed $500,000 (Five hundred thousand dollars and no cents) as specified in
OMB Circular A-133-Revised, SUBRECIPIENT shall cause an audit to be
prepared by a Certified Public Accountant (CPA) who is a member in good
standing with the American Institute of Certified Public Accountants (AICPA) of
the California Society of CPA's. The audit must be performed annually in
accordance with Generally Accepted Auditing Standards (GAAS) authorized by
the AICPA and Federal laws and regulations governing the programs in which it
participates.
Furthermore, COUNTY retains the authority to require SUBRECIPIENT to submit
similarly prepared audit at SUBRECIPIENT's expense even in instances when
SUBRECIPIENT's expenditure is less than $500,000. SUBRECIPIENT will be
required to identify corrective action taken in response to any findings identified
by CPA related to their funded activity or program.
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SUBRECIPIENT will ensure an annual financial audit is performed in compliance
with the Federal Single Audit Act and will submit two (2) copies of such audit
report, including a copy of the management letter, to COUNTY within six (6)
months of the end of each CONTRACT year in which SUBRECIPIENT has
received federal funding (i.e., July 1 —June 30). Failure to meet this requirement
may result in COUNTY denying reimbursement of funds to SUBRECIPIENT, as
well as future funding qualification. SUBRECIPIENTS, which are exempt from
statutory audit requirements, shall maintain records, which are available for
review by COUNTY or Federal officials. SUBRECIPIENT acknowledges that any
and all "Financial Statements" submitted to COUNTY pursuant to this COUNTY
become Public Records and are subject to public inspection pursuant to Sec.
6250 et seq. of the California Government Code.
33.11 Modifications/Transfers of Real Property:
33.11.1 Any proposed modification or change in use of real property acquired
or improved, in whole or in part, by CDBG funds from the use planned
at the time of the acquisition or improvement, including disposition, is
prohibited.
33.11.2 SUBRECIPIENT shall ensure that any real property under
SUBRECIPIENT's control that was acquired or improved in whole or in
part with CDBG funds in excess of$25,000 is either:
33.11.2.1 Used to meet one of the national objectives contained in
24 CFR 570.208 for a period not less than five years, or for
such period of time as determined to be appropriate by
COUNTY, after expiration of the CONTRACT and close-
out of SUBRECIPIENT's participation in the CDBG
Program, or, until five years after the close-out of the grant
from which the assistance to the property, whichever
occurs first; or,
33.11.2.2 Disposed of in a manner which results in COUNTY being
reimbursed in an amount equal to the current fair market
value of the property less any portion thereof attributable to
expenditures of non-CDBG funds for acquisition of, or
improvement to, the property. Such reimbursement is not
required after the period of time specified in accordance
with paragraph 33.11.2.1 above.
33.12 Labor Standards
33.12.1 SUBRECIPIENT agrees to contact COUNTY no less than fourteen
(14) days prior to the Pre-Construction Meeting date to seek
consultation regarding application of requirements per federal labor
standards regulations or Davis-Bacon related Acts.
33.12.2 SUBRECIPIENT will comply with Davis-Bacon Act and/or State
Prevailing Wage requirements, when applicable.
33.12.3 SUBRECIPIENT agrees to comply with all applicable requirements of
the Secretary of Labor in accordance with the Davis-Bacon Act, the
provisions of CONTRACT work Hours and Safety Standards Act, the
Copeland "Anti-Kickback" Act (40 U.S.C. 276, 327-333), and all other
applicable Federal, State and local laws and regulations pertaining to
labor standards. SUBRECIPIENT shall maintain all applicable
documentation, which demonstrates compliance with hour and wage
requirements of this part. Such documentation shall be made available
to COUNTY for review upon request.
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33.12.4 SUBRECIPIENT agrees that, except with respect to the rehabilitation
or construction of residential property designed for residential use for
less than eight (8) units, all contractors engaged in contracts of
$2,000.00 or more for construction, renovation or repair of any building
or work financed in whole or in part with assistance provided under this
CONTRACT, shall comply with all applicable federal requirements
including Department of Labor regulations, under 29 CFR, Parts 3, 1,
5, 7 and 1926 governing the payment of wages and ratio of
apprentices and trainees to journeymen. Nothing hereunder is
intended to relieve SUBRECIPIENT of its obligation, if any, to require
payment of the higher rate under state or local laws SUBRECIPIENT
shall insert provisions meeting the requirements of this paragraph in all
such CONTRACTS.
33.12.5 In case where the Davis-Bacon Act applies, SUBRECIPIENT agrees to
submit the Construction Bid Package for this project to DIRECTOR for
modification, SUBRECIPIENT shall construct project in accordance
with the approved Construction Bid Package.
33.13 California Labor Code Compliance
33.13.1 If Prevailing Wage laws apply, SUBRECIPIENT hereby agrees to pay,
or cause its subcontractors to pay, Prevailing Wage rates at all times
for all construction, improvements, or modifications to be completed for
COUNTY under this CONTRACT. SUBRECIPIENT herein agrees that
SUBRECIPIENT shall post, or cause to be posted, a copy of the most
current, applicable Prevailing Wage rates at the site where the
construction, improvements, or modifications are performed.
33.13.2 Payroll Records
SUBRECIPIENT agrees that:
Certified copies of all payroll records for this project shall be required
pursuant to the provisions of California Labor Code "Section 1776".
The reporting format and words of certification shall be as indicated in
Title 8 of the California Code of Regulations, Section 16401.
Certified copies of the payroll records of all subcontractors working on
this project are required. It shall be the responsibility of the prime
contractor to ensure subcontractor compliance.
Certified copies of all payroll records shall be submitted on a weekly
basis to COUNTY through the duration of this CONTRACT.
SUBRECIPIENT acknowledges that failure to comply with Section
1776 may result in a forfeiture of twenty-five dollars ($25) for each
calendar day, or portion thereof, for each worker, until strict compliance
is effectuated, and it should be recognized that a contractor or
subcontractor, or agent or representative thereof who neglects to
comply is guilty of a misdemeanor pursuant to California Labor Code
Section 1777.
33.14 Economic Opportunities
33.14.1 Compliance
This Contract is subject to the requirements of 12 USC 1701u, the
HUD regulations issued pursuant thereto at 24 CFR, 135.1 et seq., and
any applicable rules and orders of HUD issued Federal financial
assistance shall be conditioned upon compliance with 12 USC 1701u.
Failure to fulfill these requirements shall subject SUBRECIPIENT and
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any sub-subrecipients, their successors and assigns, to those
remedies specified herein. SUBRECIPIENT certifies and agrees that
no conflict exists which would prevent compliance with requirements.
The Contractor agrees to abide by 24 CFR, 135.38, below and will
insert the following clause in any subcontracts executed with third
parties for work covered by this Contract
`The work to be performed under this contract is subject to the
requirements of section 3 of the Housing and Urban Development Act
of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of
section 3 is to ensure that employment and other economic
opportunities generated by HUD assistance or HUD-assisted projects
covered by Section 3, shall, to the greatest extent feasible, be directed
to low- and very low-income persons, particularly persons who are
recipients of HUD assistance for housing. The parties to this contract
agree to comply with HUD's regulations in 24 CFR part 135, which
implement Section 3. As evidenced by their execution of this contract,
the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the part
135 regulations.
The contractor agree to send to each labor organization or
representative of workers with which the contractor has a collective
bargaining agreement or other understanding if any, a notice advising
the labor organization or workers' representative of the contractor's
commitments under this section clause, and will post copies of the
notice in conspicuous places at the work site where both employees
and applicants for training and employment positions can see the
notice. The notice shall describe the section 3 preference, shall set
forth minimum number and job titles subject to hire, availability of
apprenticeship and training positions, the qualifications for each; and
the name and location of the person(s) taking applications for each of
the positions; and the anticipated date the work shall begin.
The contractor agrees to include this section 3 clause in every
subcontract subject to compliance with regulations in 24 CFR part 135,
and agrees to take appropriate action, as provided in an applicable
provision of the subcontract or in this section 3 clause, upon finding
that the subcontractor is in violation of the regulations in 24 CFR part
135. The contractor will not subcontract with any subcontractor where
the contractor has notice or knowledge that the subcontractor has
been found in violation of the regulations in 24 CFR part 135.
The contractor will certify that any vacant employment positions,
including training positions, that are filled (1) after the contractor is
selected but before the contract is executed, and (2) with persons
other than those to whom the regulations of 24 CFR part 135 require
employment opportunities to be directed, were not filled to circumvent
the contractor's obligations under 24 CFR part 135.
Noncompliance with HUD's regulations in 24 CFR part 135 may result
in sanctions, termination of this contract for default, and debarment or
suspension from future HUD assisted contracts. With respect to work
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performed in connection with section 3 covered Indian housing
assistance, section 7(b) of the Indian Self-Determination and
Education Assistance Act(25 U.S.C. 450e) also applies to the work to
be performed under this contract. Section 7(b) requires that to the
greatest extend feasible (1) preference and opportunities for training
and employment shall be given to Indians, and (ii) preference in the
award of contracts and subcontracts shall be given to Indian
organizations and Indian-owned Economic Enterprises. Parties to this
contract that are subject to the provisions of section 3 and section 7(b)
agree to comply with section 3 to the maximum extent feasible, but not
in derogation of compliance with section 7(b)."
34. Environmental Conditions:
34.1 SUBRECIPIENT shall comply with HUD Environmental Review under HUD
regulations at 24 CFR 58 et seq., which implement the National Environmental
Policy Act (NEPA); and, the California Environmental Quality Act (CEQA). No
costs shall be incurred and no funds shall be disbursed prior to certification by
COUNTY and/or HUD of environmental compliance.
34.2 SUBRECIPIENT shall incur no costs for any project-related activity defined in
SUBRECIPENT SCOPE OF SERVICES and COUNTY shall not disburse funds
prior to certification by COUNTY and/or HUD for environmental compliance.
34.3 SUBRECIPIENT shall provide requested material to COUNTY for the
Environmental Review process required by applicable regulations.
34.4 Air and Water: SUBRECIPIENT agrees to comply with the following regulations
in so far as they apply to the performance of this CONTRACT:
34.4.1 Clean Air Act, 42 U.S.C., 1857, et seq.
34.4.2 Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et
seq.
34.4.3 Environmental Protection Agency (EPA) regulations pursuant to 40
CFR 50 and 40 CFR 58.
34.5 Flood Disaster Protection: SUBRECIPIENT agrees to comply with the
requirements of the Flood Disaster Protection Act of 1973, including as
applicable any regulations set forth in 24 CFR 55, (implementing Executive Order
11988) in regard to the sale, lease or other transfer of land acquired, cleared, or
improved under the terms of this CONTRACT, as it may apply to the provisions
of this CONTRACT.
34.6 Lead-Based Paint: SUBRECIPIENT agrees that any construction or
rehabilitation of residential structures with assistance provided under this
CONTRACT shall be subject to HUD Lead-Based Paint Regulations at 24 CFR
570.608, and 24 CFR 35, particularly, 24 CFR 35.100 through 35.175. Such
regulations pertain to all HUD-assisted housing and require that all owners,
prospective owners, and tenants or properties constructed prior to 1978 be
properly notified with the "Protect Your Family From Lead In Your Home"
publication, found at hftp://www.epasiovilead that such properties may include
lead-based paint.
34.7 Historic Preservation: SUBRECIPIENT agrees to comply with the Historic
Preservation requirements set forth in the National Historic Preservation Act of
1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800,
Protection of Historic Properties, insofar as they apply to the performance of this
CONTRACT.
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In general, this requires concurrence from the State Historic Preservation Officer
for all rehabilitation and demolition of historic properties that are fifty years old or
older or that are included on a Federal, State, or local historic property list.
34.8 Energy Efficiency Standards: SUBRECIPIENT agrees to comply with the
California Energy Commission Assembly Bill 970, Title 24, Part I of the California
Code of Regulations (AB970: Building Efficiency Energy Standards), in regard to
construction and property development, when applicable.
35. General Administration:
35.1 Fair Housing: SUBRECIPIENT shall affirmatively further fair housing in
accordance with 24 CFR 570.904.
35.2 Grantor Recognition: SUBRECIPIENT shall insure recognition of the role of
the COUNTY in providing services through this CONTRACT. All activities,
facilities and items utilized pursuant to this CONTRACT shall be prominently
labeled as to funding source. In addition, SUBRECIPIENT will include a
reference to the support provided herein in all publications made possible with
funds made available under this CONTRACT. SUBRECIPIENT will retain
documentation of such recognition, which shall be available for periodic
monitoring by representatives of COUNTY or HUD.
35.3 Records to be Maintained: SUBRECIPIENT shall maintain all records required
by the Federal regulations specified in 24 CFR 570.503(b)(2), 570.506, 570.507,
570.508 that are pertinent to the activities to be funded under this CONTRACT.
Such records shall include, but not be limited to:
35.3.1 Records providing a full description of each activity undertaken;
35.3.2 Records demonstrating that each activity undertaken meets one of the
National Objectives of the CDBG program;
35.3.3 Records required to determine the eligibility of activities;
35.3.4 Records required to document the acquisition, improvement, use, or
disposition of real property acquired or improved with CDBG
assistance;
35.3.5 Records documenting compliance with the fair housing and equal
opportunity components of the CDBG program;
35.3.6 Financial records as required by 24 CFR 570.502, and OMB Circular
A-87; and
35.3.7 Other records necessary to document compliance with Subpart K of
24 CFR 570.
35.3.8 Retention: SUBRECIPIENT shall retain all records pertinent to
expenditures incurred under this CONTRACT for a period of five (5)
years after the termination of all activities funded under this
CONTRACT, or after the resolution of all Federal audit finding,
whichever occurs later. Records for non-expendable property
acquired with funds under this CONTRACT shall be retained for five
(5) years after final disposition of such property. Records for any
displaced person must be kept for five (5) years after s/he has
received final payment.
35.4 Client Data
35.4.1 SUBRECIPIENT shall maintain client data demonstrating client
Eligibility for services provided for a period of five (5) years after the
termination of all activities funded under this CONTRACT, or after the
resolution of all Federal audit finding, whichever occurs later. Such
data shall be consistent and include, but not limited to, client name,
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address, verifiable income level (as documented by income tax
returns, employee payroll records, retirement statements, etc. or other
third party documentation acceptable to COUNTY, for determining
eligibility), and description of service provided. Such information shall
be made available to HUD representatives, COUNTY monitors, or
their designees, for review upon request.
35.4.2 SUBRECIPIENT shall develop and implement procedures to ensure
the confidentiality of records pertaining to any individual provided
family violence prevention or treatment services under any project
assisted under the subject program, including protection against the
release of the address or location of any family violence shelter
project, except with the written authorization of the person responsible
for the operation of that shelter.
35.5 Property Records: SUBRECIPIENT shall maintain real property inventory
records, which clearly identify properties purchased, improved, or sold.
Properties retained shall continue to meet eligibility criteria, rental limitations,
health, safety and building codes, etc., and shall conform to 24 CFR 570.505.
35.6 Close-Out: SUBRECIPIENT's obligation to COUNTY shall not end until all
close-out requirements are completed. Activities during this close-out period
shall be completed in accordance with 24 CFR 570.509 and shall include, but are
not limited to: making final payments; submitting final invoice(s), report(s), in
accordance with the requirements of paragraph 24.3.4 above, and
documentation; disposing of program assets (including the return to COUNTY of
all unused materials and equipment); remitting any program income balances
and receivable accounts to COUNTY, and determining the custodianship of
records.
35.7 Equipment: SUBRECIPIENT shall use, manage and dispose of equipment in
accordance with 24 CFR 85.32 and 24 CFR 570.502.
35.8 Subcontracts:
35.8.1 SUBRECIPIENT shall submit all subcontract agreements to COUNTY
for review and consent prior to entering into such subcontracts. For
construction subcontracts, SUBRECIPIENT shall submit the
Construction Bid Package to COUNTY for review and written approval
by DIRECTOR or designee prior to advertising for bids and award for
the construction contract. SUBRECIPIENT shall construct Project in
accordance with the Construction Bid Package, which DIRECTOR
approved, unless prior written approval is received from DIRECTOR
for modification thereof.
35.8.2 SUBRECIPIENT shall assume responsibility for all subcontracted
services to assure CONTRACT compliance.
35.8.3 SUBRECIPIENT shall cause all of the provisions of this CONTRACT
in entirety to be included in and made a part of any subcontract
executed in the performance of this CONTRACT.
35.8.4 SUBRECIPIENT shall monitor all subcontracted services on a
quarterly basis to assure CONTRACT compliance. Results of said
monitoring efforts shall be summarized in written form, and supported
with documented evidence of follow-up actions(s) to correct any
area(s) of CONTRACT non-compliance. Documentation shall be
made available for periodic monitoring by representatives of COUNTY
and/or HUD.
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35.9 Relocation:
SUBRECIPIENT shall, in all matters relating to the project:
35.9.1 Take all reasonable steps to minimize 'displacement by providing
tenants reasonable opportunity to lease and occupy dwelling units in
the project being improved; and,
35.9.2 Submit to COUNTY a Plan outlining financial and advisory assistance
in securing temporary housing for any • eligible tenant who is
temporarily or permanently relocated due to the project.
35.9.3 Comply with the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970, as amended by the Uniform
Relocation Act/URA, 49 CFR Part 24 and 24 CFR 570.606 for
persons displaced by the project; and
35.9.4 Have in effect and follow a residential anti-displacement and
relocation plan required under section 104(d) of the Housing and
Community Development Act of 1974, as amended, in conjunction
with any activity assisted with funding under the subject project.
36. News/Information Release: The SUBRECIPIENT agrees that it will not issue any news
releases in connection with either the award of this CONTRACT or any subsequent
amendment of or effort under this agreement without first obtaining review and written
approval of said news releases from the COUNTY through the COUNTY's Project
Manager.
37. Notices: Any and all notices, requests demands and other communications
contemplated, called for, permitted, or required to be given hereunder shall be in writing,
except through the course of the parties' Project Managers' routine exchange of
information and cooperation during the terms of the work and services_ Any written
communications shall be deemed to have been duly given upon actual in-person
delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no
greater than four calendar days after being mailed by US certified or registered mail,
return receipt requested, postage prepaid, whichever occurs first. The date of mailing
shall count as the first day. All communications shall be addressed to the appropriate
party at the address stated herein or such other address as the parties hereto may
designate by written notice from time to time in the manner aforesaid.
For COUNTY: County of Orange
OC Community Services
Housing Community Development
1770 North Broadway
Santa Ana, CA 92706-2642
For SUBRECIPIENT: Jill R. Ingram, City Manager
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740-6305
38. Ownership of Documents: The COUNTY has permanent ownership of all directly
connected and derivative materials produced under this CONTRACT by the
SUBRECIPIENT. All documents, reports and other incidental or derivative work or
materials furnished hereunder shall become and remains the sole property of the
COUNTY and may be used by the COUNTY as it may require without additional cost to
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the COUNTY. None of the documents, reports and other incidental or derivative work or
furnished materials shall be used by the SUBRECIPIENT without the express written
consent of the COUNTY.
39. Precedence: The CONTRACT documents consist of this CONTRACT and its
attachments and exhibits. In the event of a conflict between or among the CONTRACT
documents, the order of precedence shall be the provisions of the main body of this
CONTRACT, i.e., those provisions set forth in the articles of this CONTRACT, and then
the exhibits and attachments.
40. Project Manager, COUNTY: The COUNTY shall appoint a Project Manager to act as
liaison between the COUNTY and the SUBRECIPIENT during the term of this
CONTRACT. The COUNTY's Project Manager shall coordinate the activities of the
COUNTY staff assigned to work with the SUBRECIPIENT.
The COUNTY's Project Manager shall have the right to require the removal and
replacement of the SUBRECIPIENT's Project Manager and key personnel. The
COUNTY's Project Manager shall notify the SUBRECIPIENT in writing of such action.
The SUBRECIPIENT shall accomplish the removal within 14 calendar days after written
notice by the COUNTY's Project Manager. The COUNTY's Project Manager shall
review and approve the appointment of the replacement for the SUBRECIPIENT's
Project Manager and key personnel. Said approval shall not be unreasonably withheld.
41. Errors and Omissions: All reports, files and other documents prepared and submitted
by SUBRECIPIENT shall be complete and shall be carefully checked by the
professional(s) identified by SUBRECIPIENT as Project Manager and key personnel
attached hereto, prior to submission to the COUNTY. SUBRECIPIENT agrees that
COUNTY review is discretionary and SUBRECIPIENT shall not assume that the
COUNTY will discover errors and/or omissions. If the COUNTY discovers any errors or
omissions prior to approving SUBRECIPIENT's reports, files and other written
documents, the reports, files or documents will be returned to SUBRECIPIENT for
correction. Should the COUNTY or others discover errors or omissions in the reports,
files or other written documents submitted by SUBRECIPIENT after COUNTY approval
thereof, COUNTY approval of SUBRECIPIENT's reports, files or documents shall not be
used as a defense by SUBRECIPIENT in any action between the COUNTY and
SUBRECIPIENT, and the reports, files or documents will be returned to SUBRECIPIENT
for correction.
County of Orange Page 37 of 38 City of Seal Beach
OC Community Resources File#613033
CONTRACT SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto certify that they have read and understand all the
terms and conditions contained herein and have hereby cause this CONTRACT to be executed.
*City of Seal B act)
By: P By: L
Title: Mayor Title: ty Manager
Dated: 05/02/12 Dated: 05/02/12
COUNTY OF O A NGE
A Political S bdi ision of the State of California y 1/11—/ \ Dated: C( /S116
Orange County Community Resources
APPROVED AS TO FORM:
COUNTY COUNSEL,
By:
Jacqueline Guzman, DEPUTY
******************-k Irk***********,kk****************************************,k**********
*For SUBRECIPIENTs that are corporations, signature requirements are as follows: 1) One signature by
the Chairman of the Board, the President or any Vice President; and 2) One signature by the Secretary,
any Assistant Secretary,the Chief Financial Officer or an Assistant Treasurer.
For SUBRECIPIENTs that are not corporations, the person who has authority to bind the SUBRECIPIENT
to a CONTRACT, must sign on one of the lines above.
County of Orange Page 38 of 38 City of Seal Beach
OC Community Resources File#613033
,,,„_,7,,:c:..,:%,
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ATTACHMENT A
1. Scope of Services
A. HUD Matrix Code/Activity:
14 A Rehab: Single-Unit Residential/ 57O.2O2(a)(1)
B. Project Title:
Leisure World Bathroom Accessibility Program
C. Program Description:
The City of Seal Beach will use CDBG funds to continue its Leisure World
Bathroom Accessibility Program. The program will assist at least sixty-nine (69)
income qualified seniors within the Leisure World retirement community.
The program is designed to improve accessibility to showers for seniors
who are income qualified, own their unit, and have a doctor's letter that
indicates the improvements are needed due to mobility problems, pain of
movement, loss of balance, or other disabilities. Where necessary, the scope
of work will improve accessibility to the tub by converting the existing
tub/shower into an accessible shower for seniors. Additionally, as
necessary, funds will be used to install ADA compliant grab bars and
high-boy toilets.The estimated average per unit cost is$2,570.00.
D. Project Need:
Seal Beach Leisure World was built in the 1960's and before accessibility
standards were established. As an unfortunate result, the original tub/showers
require seniors to lift one leg over the tub wall while balancing their body weight
on one leg in a slippery tub floor. The City of Seal Beach's Leisure World
Bathroom Accessibility Program eliminates this dangerous situation with the
CDBG granted funding. The City's program provides increased accessibility to
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources File#613033
proper personal hygiene to seniors with physical difficulties and range of mobility
problems, pain of movement, and loss of balance or other disabilities. The City
of Seal Beach's Leisure World Bathroom Accessibility Program provides a
desperately needed bathroom modification, and allows qualified seniors to
continue to live in their existing homes near familiar surroundings and services
available with Leisure World.
E. Low/Mod Neighborhood Preservation:
The City of Seal Beach's Leisure World Bathroom Accessibility Program will
provide increased accessibility to health and hygiene as well as livability for low-
income, older, residents in Leisure World. The CDBG funding significantly
improves bathroom accessibility and reduces the risk of falling for the seniors.
Additionally, program helps to improve the existing, older housing stock in Seal
Beach. The improvements will also benefit future senior residents as the
program expands and as new seniors move into the Leisure World community
and occupy the refurbished housing units.
F. Program Objectives and Outcomes Chart:
Activity Outputs
1. Send Project Out to Bid Qualified Contractor Starts Project
2. Construction Bathrooms made more accessible
3. Inspection, Sign-Off& Verified Bathrooms made more accessible
Completion
Performance Obiectives Performance Outcomes
1. Creating Economic Opportunities Availability/Accessibility
2. Suitable Living Environment Decent Housing
3. Suitable Living Environment Decent Housing
CDBG National Objective LMH 570.208(a)(3)
Outcomes Job Number
69 Housing Units KC12023/2023
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources File#613033
OI a`w.`�'7 rn
ATTACHMENT B
Compensation/Payment
1. COMPENSATION:
This is a fixed fee price CONTRACT between the COUNTY and the SUBRECIPIENT for
$180,000 as set forth in Attachment A. Scope of Services attached hereto and
incorporated herein by reference. The SUBRECIPIENT agrees to accept the specified
compensation as set forth in this CONTRACT as full remuneration for performing all
services and furnishing all staffing and materials required, for any reasonably
unforeseen difficulties which may arise or be encountered in the execution of the
services until acceptance, for risks connected with the services, and for performance by
the SUBRECIPIENT of all its duties and obligations hereunder. The COUNTY shall have
no obligation to pay any sum in excess of total CONTRACT amount specified unless
authorized by an amendment in accordance with paragraphs C and R of the COUNTY's
General Terms and Conditions.
2. FIRM DISCOUNT AND PRICING STRUCTURE:
SUBRECIPIENT guarantees that prices quoted are equal to or less than prices quoted
to any other local, State or Federal government entity for services of equal or lesser
scope. SUBRECIPIENT agrees that no price increases shall be passed along to the
COUNTY during the term of this CONTRACT not otherwise specified and provided for
within this CONTRACT.
3. PAYMENT TERMS:
An invoice for the fixed cost of the services shall be submitted to the address specified
below upon the completion of the engagement and approval of the COUNTY Project
Manager. SUBRECIPIENT shall reference CONTRACT number on invoice. Payment
will be net 30 days after receipt of an invoice in a format acceptable to the COUNTY of
Orange and verified and approved by OC Community Services and subject to routine
processing requirements of the COUNTY. The responsibility for providing an acceptable
invoice rests with the SUBRECIPIENT.
Billing shall cover services not previously invoiced. The SUBRECIPIENT shall reimburse
the COUNTY of Orange for any monies paid to the SUBRECIPIENT for services not
provided or when services do not meet the CONTRACT requirements.
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources File#613033
Payments made by the COUNTY shall not preclude the right of the COUNTY from
thereafter disputing any items or services involved or billed under this CONTRACT and
shall not be construed as acceptance of any part of the services.
Invoice(s) are to be sent to:
OC Community Resources
1300 S. Grand
Santa Ma, CA 92705,
Attention: Accounts Payable
4. INVOICING INSTRUCTIONS:
The SUBRECIPIENT will provide an invoice on SUBRECIPIENT's letterhead for
services rendered. Each invoice will have a number and will include the following
information:
1. SUBRECIPIENT's name and address
2. SUBRECIPIENT's remittance address (if different from 1 above)
3. Name of COUNTY Agency Department
4. COUNTY CONTRACT/MASTER AGREEMENT number
5. Service date(s)— Month of Service
6. Rate
7. Delivery Order(DO)/Subordinate Agreement Number
8. Deliverables/ Service description (in accordance with Attachment C)
9. SUBRECIPIENT's Federal I. D. number
10. Total
The responsibility for providing an acceptable invoice to the COUNTY for payment rests
with the SUBRECIPIENT. Incomplete or incorrect invoices are not acceptable and will be
returned to the SUBRECIPIENT for correction. The COUNTY's Project Manager, or
designee, is responsible for approval of invoices and subsequent submittal of invoices to
the Auditor-Controller for processing of payment.
5. OC COMMUNITY RESOURCES REIMBURSEMENT POLICY:
Further instructions regarding invoicing/reimbursements as set forth in Exhibit B —OC
Community Resources Contract Reimbursement Policy, attached hereto and
incorporated herein by reference.
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources File#613033
ism•
9�IFpR
•
ATTACHMENT C
1. SUBRECIPIENT's Cost Proposal
A. Administration and Program Cost Proposal
Project Cost Budget Chart
City of Seal Beach — Leisure World Bathroom Accessibility Program
Urban County Leveraged
Project Costs/Activity Funds Resources Total
Design/Project Development N/A N/A N/A
Acquisition N/A N/A N/A
Construction $180,000 0 $180,000
Program Administration 0 $60,000 $60,000
Total Project Cost $180,000 $60,000 $240,000
B. Detailed Project Cost Budget Description
Project Activity Construction: Seal Beach Leisure World was built in the 1960's,+
before accessibility standards were established. As an unfortunate result, the
original tub/showers require seniors to lift one leg over the tub wall while
balancing their body weight on one leg in a slippery tub floor. The City of Seal
Beach's Leisure World Bathroom Accessibility Program eliminates this
dangerous situation by cutting down the bathtub wall to 4 inches. Then a custom
glass enclosure is fitted to the cut-down tub, enabling it to function as a shower.
The floor of the tub is refinished with slip resistant material and grab-bars are
affixed to the shower walls where necessary. Hi-boy toilets are also installed. All
of these bathroom modifications provide accessibility to income qualified seniors
with limited range of motion, mobility problems, pain of movement, and loss of
balance or other disabilities. All of the Urban County funds are used for this
bathroom accessibility rehabilitation.
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources File#613033
Project Activity Program Administration: The RDA Set Aside Funds are used to
administer the Leisure World Bathroom Accessibility Program. These funds:
advertise the program to Leisure World Seniors; print and mail application
packages; review applications for income qualifications and eligibility; coordinate
construction scheduling; communication with the applicants; process invoices;
maintain an intensive database; visit the applicants for verification of completion
as well as preparing monthly/quarterly/annual reporting of the County of Orange.
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources File#613033
a;at.
9<IFpRc'1\
ATTACHMENT D
1. Staffing Plan
Project Title: Leisure World Bathroom Accessibility Program
Complete and Submit— Initial Report due on or before July 1.
(Include name and classification/vendor).
Name/Staff Classification/Title
Project Manager:
1 Greg Hastings Community Development Director
2 Monique Eliason CivicStone, Inc. (Sub-Contractor)
Assistant City Manager/
3 Sean Crumby Public Works Director
4
5
6
7
8
9
10
The substitution or addition of other key individuals in any given category or
classification shall be allowed only with prior written approval of the COUNTY Project
Manager.
The SUBRECIPIENT may reserve the right to involve other personnel, as their services
are required. The specific individuals will be assigned based on the need and time of the
service/class required. Assignment of additional key personnel shall be subject to
COUNTY approval.
2. Project Administration
The Community Development Director manages the program. The Director utilizes the
services of CivicStone, Inc. to administer the day to day operations of the CDBG
implementation and funding. CivicStone, Inc. has been under contract with the City of
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources File#613033
Seal Beach and administering their housing programs since 1999_ Over the past six
years the City and CivicStone, Inc., have successfully administered the CDBG funding in
Leisure World and worked closely with County staff to ensure reporting and
reimbursement requests are properly prepared, milestones are met and funding is spent
as proposed.
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources File#613033
a 2
0
m
ATTACHMENT E
1. Project Schedule
July 1 —CONTRACT Start Date
2. Tools to Measure Project's Effect— Leisure World Bathroom Accessibility Program
Minimum Required
Milestone Date Expenditure/Accomplishment Activity Results
Threshold Achieved
50%of Contracted Amount
December 15th Expended $90,000.00
50%of Proposed 35 Housing Units
Accomplishments Achieved
70%of Contracted Amount
January 15th Expended $126,000.00
70%of Proposed 48 Housing Units
Accomplishments Achieved
80%of Contracted Amount
March 15th Expended $144,000.00
80%of Proposed 55 Housing Units
Accomplishments Achieved
Each applicant is required to have a Doctor verify that the proposed work will improve
range of motion, mobility problems, pain of movement and/or loss of balance for the
applicant. In this manner, we are assured that those with the greatest need receive the
bathroom improvements first. The Leisure World Bathroom Accessibility Program
receives many letters of thanks from seniors who have had this work done. Aside from
an initial health analysis from their doctor, the funding is provided to low income qualified
seniors to meet with HUD guidelines. Comprehensive computer tracking, on-site
inspections, meetings with home owners and reports measure each stage o the program
for each applicant to ensure that every Senior is receiving the attention they deserve.
CivicStone's staff follows up with contractors and homeowners to confirm progress,
County of Orange Page 1 of 2 City of Seal Beach
OC Community Resources File#613033
w
satisfaction, accuracy, and payments. Each recipient completes a Notice of Completion,
and we take a before and after photo of each bathroom (usually with the applicant in the
photo)to further verify proper completion.
County of Orange Page 2 of 2 City of Seal Beach
OC Community Resources File#613033
• EXHIBIT A
County of Orange Child Support Enforcement
Certification Requirements
In order to comply with child support enforcement requirements of the County of Orange, within
ten (10) days of award of CONTRACT, the successful SUBRECIPIENT must furnish to the
CONTRACT Administrator, Purchasing Agent or the agency/department Deputy Purchasing
Agent:
1. In the case of an individual SUBRECIPIENT, his/her name, date of birth, Social Security
number, and residence address;
2. In the case of a SUBRECIPIENT doing business in a form other than as an individual, the
name, date of birth, Social Security number, and residence address of each individual who
owns an interest of 10 percent or more in the contracting entity; A certification that the
SUBRECIPIENT has fully complied with all applicable federal and state reporting
requirements regarding its employees; and
3. A certification that the SUBRECIPIENT has fully complied with all lawfully served Wage and
Earnings Assignment Orders and Notices of Assignment and will continue to so comply.
The certifications will be stated as follows:
"I certify that City of Seal Beach is in full compliance with all applicable federal and state
reporting requirements regarding its employees and with all lawfully served Wage and Earnings
Assignment Orders and Notices of Assignments and will continue to be in compliance
throughout the term of CONTRACT # 613033 with the County of Orange. I understand that
failure to comply shall constitute a material breach of the CONTRACT and that failure to cure
such breach within ten (10) calendar days of notice from the COUNTY shall constitute grounds
for termination of the CONTRACT.
It is expressly understood that this data will be transmitted to governmental agencies charged
with the establishment and enforcement of child support orders and for no other purposes and
will be held confidential by those agencies.
Failure of the SUBRECIPIENT to timely submit the data and/or certifications required above or
to comply with all federal and state reporting requirements for child support enforcement or to
comply with all lawfully served Wage and Earnings Assignment Orders and Notices of
Assignment shall constitute a material breach of the CONTRACT. Failure to cure such breach
within ten (10) calendar days of notice from the COUNTY shall constitute grounds for
termination of the CONTRACT.
The successful SUBRECIPIENT may use the forms supplied herein, to furnish required
information listed above.
• County of Orange Child Support Enforcement
Certification Requirements
(blank form)
A. In the case of an individual SUBRECIPIENT, his/her name, date of birth, Social Security
number, and residence address:
Name:
D.O.B:
Social Security No:
Residence Address:
B. In the case of a SUBRECIPIENT doing business in a form other than as an individual, the
name, date of birth, Social Security number, and residence address of each individual who
owns an interest of ten (10) percent or more in the contracting entity:
Name:
D.O.B:
Social Security No:
Residence Address:
Name:
D.O.B:
Social Security No:
Residence Address:
Name:
D.O.B:
Social Security No:
Residence Address:
(Additional sheets may be used if necessary)
C. A certification that the SUBRECIPIENT has fully complied with all applicable federal and
state reporting requirements regarding its employees; and
D. A certification that the SUBRECIPIENT has fully complied with all lawfully served Wage
and Earnings Assignment Orders and Notices of Assignment and will continue to so
comply.
"I certify that City of Seal Beach is in full compliance with all applicable federal and state
reporting requirements regarding its employees and with all lawfully served Wage and
Earnings Assignment Orders and Notices of Assignments and will continue to be in
compliance throughout the term of CONTRACT # 613033 with the County of Orange. I
understand that failure to comply shall constitute a material breach of the CONTRACT and
that failure to cure such breach within ten (10) calendar days of notice from the COUNTY
shall constitute grounds for termination of the CONTRACT.
A � Z• lk ' Jill R. Ingram City Manager
horized Signatu y Print Name Title
• EXHIBIT B
O R A N G L C O U N T Y
CC.mmunity 'F esources
Our Community. Our Commitment.
Subject: OC Community Resources Effective: July 1, 2010
Contract Reimbursement Policy Revised: April 13, 2012
PURPOSE:
This policy contains updated fiscal documentation requirements for contract reimbursement
for OC Community Services. The procedures provide instructions for submitting
reimbursement demand letter or invoice.
EFFECTIVE DATE:
July 1, 2010
REVISION DATE:
April 13, 2012
REFERENCES:
Executed Board of Supervisors approved contract
Budget included in contract or presented as an exhibit
OMB Circular A-21 Cost Principles for Educational Institutions
OMB Circular A-87 Cost Principles for State, Local, and Indian Tribal Governments
OMB Circular A-122 Cost Principles for Non-Profit Organizations
48 CFR Part 31 Contract Cost Principles and Procedures
24 CFR Parts 85, 570.502, 570.201, 576.21, 576.51 and 576.61: For Housing & Community
Development and Homeless Prevention Contracts only.
BACKGROUND:
The executed Board of Supervisors approved contract is the authorization for all aspects of
payment, including the maximum amount to be paid, the payee, and the scope of services and
work. Payments are made in strict accordance with the contract terms. Allowable costs are
identified in referenced OMB Circulars and Code of Federal Regulations (CFR).
ATTACHMENTS:
Reimbursement Policy Status Form (RPS-1)
POLICY:
Contractor is responsible for the submission of accurate claims. This reimbursement policy is
intended to ensure that the Contractor is reimbursed based on the code or codes that correctly
describe the services provided. This information is intended to serve only as a general
reference resource regarding OC Community Services' reimbursement policy for the services
described and is not intended to address every aspect of a reimbursement situation.
Accordingly, OC Community Services may use reasonable discretion in interpreting and
applying this policy to services provided in a particular case. Other factors affecting
reimbursement may supplement, modify or, in some cases, supersede this policy. These
factors may include, but are not limited to: legislative mandates and County directives. OC
Community Services may modify this reimbursement policy at any time by publishing a new
version of the policy. However, the information presented in this policy is accurate and current
as of the date of publication.
Cost incurred by contractor must be substantiated and incurred during the contract period.
Total of all reimbursements cannot exceed the amount of the contract. Cost must be
allowable under applicable OMB Circular or CFR. All supporting documentation for
reimbursement must be submitted with demand letter or invoice. If contract requires matching
Page 1 of 2
4
contribution, documentation substantiating contribution match must be submitted with demand
letter or invoice.
At any time, based on County's business needs and/or Contractor's performance, the County
may designate Contractor to submit abbreviated or comprehensive documentation, as identified
in the respective sections. Upon designation, Contractor will be notified, in writing via
Reimbursement Policy Status Form, of which requirements are in full force. When Contractor is
required to submit comprehensive documentation, in addition to the items identified in the
Abbreviated Documentation Requirements Section, Contractor must also provide the
documentation identified in the Comprehensive Documentation Requirements Section.
PROCEDURES:
Abbreviated Documentation Requirements
Compile and submit:
t_ Supporting documentation includes, but is not limited to:
a. General ledger/expense transaction report
b. Payroll register or labor distribution report
c. Payroll allocation plan
d. Personnel Documentation -
e. Benefit plan and calculation of benefit
f. Employer-employee contract for non-customary benefits (if applicable)
g. Pre-approval documentation for equipment purchases equal to or greater than
$5,000
2. The following is required with the first month's invoice only:
a. Cost allocation plan for rent, utilities, etc.
b. Indirect rate approved by cognizant agency(if applicable)
3. Summary of leveraged resources (if applicable)
4. Demand letters must contain the following certification (if required by Contract):
"I certify under the penalty of perjury that this claim is true and correct and that
the requested payments have been made. I also certify that this claim agrees with
our official payroll and financial records and that these amounts have not been, or
will not be claimed from any other funding source"
5. Grantee Performance Report (if required by Contract)
6. Supporting documentation shall be on single-sided sheets
7. Please redact employees' Social Security numbers from payroll reports
8_ Demand letter or invoice, along with supporting documentation shall be submitted to:
OC Community Resources Accounting
1300 S. Grand, Building B, 2"d Floor
Santa Ana, CA 92705
Comprehensive Documentation Requirements
In addition to abbreviated documentation, compile and submit:
9. Purchase orders, invoices, and receipts
10. Cashed checks
11. Check register
12. Consultant/sub-contractor invoices (with description of services)
13.Travel expense documentation: mileage reimbursement, hotel bill, meal reimbursement
ACTION:
Distribute this policy to all appropriate staff
INQUIRIES:
Inquiries may be directed to the following:
Win Swe: 714-480-6532 or win.swe(ci)_occr.ocoov.com
Cathy Tran: 714-480-6531 or cathv.tran Aoccr.ocgov.com
Page 2 of 2
a
Exhibit C
" Certification for U.S.Department of Housing
and Urban Development
a Drug-Free Workplace
C LA c c Be , c L
Appli cant Name
Program/Activity Receiving Federal(rant Funding
Acting on behalf of the above named Applicant as its Authorized Official, I make the following certifications and agreements to
the Department of Housing and Urban Development (HUD) regarding the sites listed below:
I certify that the above named Applicant will or will continue (1) Abide by the terms of the statement: and
to provide a drug-free workplace by:
(2) Notify the employer in writing of his or her comic-
a. Publishing a statement notifying employees that the un- tion for a violation of a criminal drug statute occurring in the
lawful manufacture, distribution, dispensing. possession, or use workplace no later than five calendar days after such conviction;
of a controlled substance is prohibited in the Applicant's work-
place and specifying the actions that will be taken against e. Notifying the agency in writing, within ten calendar days
employees for violation of such prohibition. after receiving notice under subparagraph d.(2) from an em-
ployee or otherwise receiving actual notice of such conviction.
b. Establishing an on-going drug-free awareness program to Employers of convicted employees must provide notice, includ-
inform employees --- ing position title, to every grant officer or other designee on
m The dangers of drug abuse in the workplace; whose grant activity the convicted employee was working,
unless the Federal agency has designated a central point for the
(2) The Applicant's policy of maintaining a drug-free receipt of such notices. Notice shall include the identification
workplace; number(s) of each affected grant;
(3) Any available drug counseling, rehabilitation, and f. Taking one of the following actions, within 30 calendar
employee assistance programs; and days of receiving notice under subparagraph d.(2),with respect
(4) The penalties that may be imposed upon employees to any employee who is so convicted —
for drug abuse violations occurring in the workplace. (I) Taking appropriate personnel action against such an
c. Making it a requirement that each employee to be engaged employee, up to and including termination, consistent with the
in the performance of the grant be given a copy of the statement requirements of the Rehabilitation Act of 1973,as amended;or
required by paragraph a.; (2) Requiring such employee to participate satisfacto-
rily Notifying the employee in the statement required by pars- rily in a drug abuse assistance or rehabilitation program ap-
d. a. that, as a condition of proved for such purposes by a Federal; State, or local health, law
graph employment under the grant, the enforcement, or other appropriate agency;
employee will ---
g. Making a good faith effort to continue to maintain a drug-
free workplace through implementation of paragraphs a.thru f.
2. Sites for Work Performance. The Applicant shall list (on separate pages) the site(s) for the performance of work done in connection with the
HUD funding of the program/activity shown above: Place of Performance shall include the street address, city. county. State; and zip code.
Identify each sheet with the Applicant name and address and the program'activity receiving grant finding.)
Check here(,)if there are workplaces on file that are not identified on the attached sheets.
I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate.
Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and.'or civil penalties.
(18 U.S.C.1001,1010,1012; 31 U.S.G.3729,3802)
Name of AWmrired Official Title
Jill R Ingram City Manager
Signal Date
x , 05/02/12
form HUD-50070(3/98)
ref.Handbooks 7417.1,7475.13,7485.1&.3
EXHIBIT D
4
••
DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB
Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 0348-1046
_(See reverse for public burden disclosure.)
1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
1/A a. contract I j pa. bid/offer/application
\l/A a. initial filing
b.grant , lb. initial award b.material change
c.cooperative agreement c. post-award For Material Change Only:
d. loan year quarter
e. loan guarantee date of last report
f, loan insurance
4. Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is a Subawardee, Enter Name
0 Prime D Subawardee and Address of Prime:
Tier , if known:
N/A N/A
Congressional District, if known: 4c Congressional District, if known:
6. Federal Department/Agency: 7. Federal Program Name/Description:
N/A N/A
CFDA Number, if applicable:
8.Federal Action Number, if known: 9.Award Amount, if known:
N/A $ N/A
10.a. Name and Address of Lobbying Registrant b. Individuals Performing Services (including address if
(if individual, last name, first name, MI): different from No. 10a)
(last name, first name, Ml):
N/A
N/A
11
Information requested through this form s autnonzed by tilts 31 U S.C.section Signature: N/A
1352. This disclosure of lobbying activities is a matenal representation of fad
upon which reliance was paced by the tier above when this transaction was made
or entered into. This disclosure is required pursuant to 31 U.S,C. 1352. This Print Name: N/A
intormaton wi&be evadable for public inspection. Any person who fails to Me the
required disdosure shall less subject to a civil penalty of net te than $10,000 and Title. N/A
not more than 5103.000 for each suds failure.
Telephone No.: N/A Date: 05/02/12
Federal Use Only: Authorized for Local Reproduction
Standard Form LU.(Rev.7-97)
4
p
t
INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting entity,whether subawardee or prime Federal recipient,at the Initiation or receipt of a covered Federal
action,or a material change to a previous filing,pursuant to title 31 U.S.C.section 1352.The filing of a form is required for each payment or agreement to make
payment to any lobbying entity for influencing or attempting to influence an officer or employeeof any agency,a Member of Congress,an officer or employee of
Congress,or an employeeof a Member of Congress in connection with a covered Federal action.Complete all items that apply for both the initial filing and material
change report.Refer to the implementing guidance published by the Office of Management and Budget for additional information.
1. Identify the type of covered Federal action for which lobbying activity is andfor has been secured to influence the outcome of a covered Federal action.
2. Identify the status of the covered Federal action.
3. Identify the appropriate classification of this report. If this is a foflowup report caused by a material change to the information previously reported,enter
the year and quarter in which the change occurred.Enter the date of the last previously submitted report by this reporting entity for this covered Federal
action.
4. Enter the full name,address,city,State and zip code of the reporting entity.Include Congressional District,if known Check the appropriateclassification
of the reporting entity that designates if it is,or expects to be,a prime or subaward recipient.Identify the tier of the subawardee,e.g.,the first subawardee
of the prime is the 1st tier.Subawards include but are not limited to subcontracts,subgrants and contract awards under grants.
5. If the organization filing the report in item 4 checks"Subawardee,"then enter the full name,address,city,State and zip code of the prime Federal
recipient.Include Congressional District,if known.
6. Enter the name of the Federal agency making the award or loan commitment Include at least one organizationallevel below agency name,if known.For
example,Department of Transportation,United States Coast Guard.
7. Enter the Federal program name or description for the covered Federal action(item 1).If known,enter the full Catalog of Federal Domestic Assistance
(CFDA)number for grants,cooperative agreements,loans,and loan commitments.
B. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g.,Request for Proposal(RFP)number;
Invitation for Bid (IFB) number;grant announcement number, the contract, grant, or loan award number; the application/proposal control number
assigned by the Federal agency).Include prefixes,e.g.,"RFP-DE-90-001."
9. For a covered Federal action where there has been an award or ban commitment by the Federal agency,enter the Federal amount of the award/loan
commitment for the prime entity identified in item 4 or 5.
10. (a)Enter the full name,address,city.State and zip code of the toboying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting
entity identified in item 4 to influence the covered Federal action
(b)Enter the full names of the individual(s)performing services,and include full address if different from 10(a).Enter Last Name,First Name,and
Middle Initial(MI).
11. The certifying official shalt sign and date the form,print his/her name,title,and telephone number.
According to the Paperwork Reduction Act,as amended,no persons are required to respond to a collection of Information unless it displays a valid OMB Control
Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is
estimated to average 10 minutes per response,including time for reviewing instructions,searching existing data sources,gathering and maintaining the data
needed,and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of
information,including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington,
DC 20503.