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2010-100-2010/11 CDBG City-County Contract With County Of Santa ClaraRESOLUTION 2010 -100 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE THE FISCAL YEAR 2010/11 COMMUNITY DEVELOPMENT BLOCK GRANT CITY - COUNTY CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND THE TOWN OF LOS GATOS WHEREAS, the Town of Los Gatos participates in the County Cooperative Community Development Block Grant Program; and WHEREAS, the Town entered into a Joint Powers Agreement and Cooperation Agreement with the County of Santa Clara to undertake, or assist in the undertaking of, essential activities pursuant to Title I of the Housing and Community Development Act of 1974, as amended, for Fiscal Years 2009 - 2011; and WHEREAS, this Joint Powers Agreement enables the County of Santa Clara to apply for and receive entitlement funds as an Urban County and establishes the respective right and obligations of contracting parties, including the Town of Los Gatos, to such funds; and WHEREAS, the United States Department of Housing and Urban Development also requires the County of Santa Clara and participating cities to enter into individual, annual contracts. NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS GATOS DOES HEREBY RESOLVE that the Town Manager is authorized to execute: 1) The Community Development Block Grant City - County Contract for the period July 1, 2010, through June 30, 2011, between the County of Santa Clara and the Town of Los Gatos, attached as Exhibit A; and, 2) Future amendments to the Contract so long as they conform to the adopted Town budget. PASSED AND ADOPTED this 1 st day of November, 2010 by the following vote, to wit: COUNCIL AYES: Joe Pirzynski, Steve Rice, Barbara Spector, Mike Wasserman, Diane McNutt NAYS: ABSENT: ABSTAIN: SIGNED: © 6 A&Ah /I MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CL RK MMSTRATOR OF THE TOWN OF LOS GATOS LO TOS, CALIFORNIA Exhibit A COMMUNITY DEVELOPMENT BLOCK GRANT COUNTY /CITY CONTRACT Contract No. LG -] 1 -00 THIS Contract is made and entered into pursuant to the Catalog of Federal Domestic Assistance (CFDA) 14.218 by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of California (hereinafter "COUNTY "), and the CITY/TOWN OF LOS GATOS (hereinafter "CITY ") participating as a member of the County of Santa Clara COMMUNITY DEVELOPMENT BLOCK GRANT (hereinafter "CDBG ") Joint Powers Agreement. The allocation of funds pursuant to this Contract shall be a grant. COUNTY approved the allocation and disbursement of CDBG funds to CITY on April 27, 2010. WITNESSETH WHEREAS, COUNTY has received CDBG Entitlement Program funds from the United States Department of Housing and Urban Development (hereinafter "HUD ") as an entitlement jutisdiction pursuant to the provisions of Title 1 of the Housing and Community Development Act of 1974, as amended; and WHEREAS, COUNTY has agreed to the use by CITY, as a subrecipient, of a portion of COUNTY'S CDBG entitlement for a housing and community development program to be operated within COUNTY and which shall benefit low and very low income households. NOW, THEREFORE, the parties agree as follows: I. PROGRAM COUNTY agrees to allocate a portion of its CDBG entitlement, and/or program income as defined in 24 CFR 570 Subpart J, "Grant Administration" (570.504), to the CITY, as a subrecipient of the County, in the amount of Three hundred forty thousand six hundred twenty -two and 49 /100 dollars ($ 340,622.49) for the purpose of reimbursing the City for costs incurred to implement the housing and community development program (hereinafter _________ " P -l? O _G RAM ") PROG s defined a rejec and a funded with th all ccatiQ by_____ the CITY and deacribed•in detail in Exhibits "A" through - "H." A lump sum figure is allocated for this Contract and the parties understand and agree that the allocation is distributed by the COUNTY through reimbursing the CITY for allowed expenses, and no lump sum distribution of CDBG funds is made at the outset of this Contract. Reimbursement for Fiscal Year 2010 /11 shall not exceed the total sum of the beginning fiscal year Cash Control Sheet (fiscal year CDBG allocation of funds to CITY, and roll -over of unexpended CDBG funds from previous years allocations to CITY). CITY is granted authority to also expend funds for eligible CDBG Housing activities from its approved rehabilitation program revolving loan fund account, including accrued Program Income. Such authority is based on CITY and its subrecipients being in compliance with all Federal Rules and Regulations governing the CDBG PROGRAM, and the COUNTY CDBG Reallocation Guidelines. County of Santa Clara 1 FY 10 /11 County /City Contract Office of Affordable Housing LG -11 -00 Community Development Block -Gram program job Revised 8/4/10 As a condition of this Contract, CITY has provided munerous exhibits marked "A" through "D" as noted herein, attached to this Contract, incorporated by this reference, as though fully set forth as follows: Exhibit "A" (Agency Description), Exhibit "B" (Project Work Plan), Exhibit "C" (Proposed Implementation Time Schedule), and Exhibit "D" (Budget). Attached hereto and incorporated herein are the County's Exhibits as follows: Exhibit "E" (Certifications), Exhibit "F" (Assurances), Exhibit "G" (Insurance), Exhibit "H" (Urban County. Housing Rehabilitation Services), if applicable, and Exhibit "I" (Contracting Principles Declaration) for all allocated CITY projects and activities awarded funding for Fiscal Year 2010/11 II. TERM A. The purpose of this Contract is for the COUNTY to disburse CDBG finds. Unless amended prior to its expiration, the term of this Contract for disbursement purposes will begin on July 1, 2010 and will terminate on June 30,2011 or unless terminated earlier pursuant to Section VI or Section VII of this Contract. Invoices requesting. disbursements submitted after the expiration of this Contract will be honored only for allowable costs incurred during the Contract term and received prior to the processing cut -off date established by the County. B. The term of expenditure by CITY for the grant amount provided for herein shall begin on July 1, 2010 and terminate on the earliest of the following dates as set forth herein: June 30, 2011 or later date per amendment to this Contract; the date of the expenditure of the total grant, and/or program income amount provided for herein; upon the termination date established pursuant to Section VI or Section VII of this Contract. III. OBLIGATIONS Or CITY A. Certifications by CITY: City must provide COUNTY with written certification that the following information is on file at the CITY offices, and is subject to monitoring by HUD and /or COUNTY (County's Housing and Community Development Department; "OAH ") OAH staff, or their representatives. Names and addresses of the current CITY Manager and CITY Council members. 2. Records of all discussions and actions taken at CITY Council meetings pertaining to the CDBG PROGRAM. Information and housing objectives for the Consolidated Plan required by HUD at the beginning of each program year. B. PROGRAM Performance Responsibilities of CITY. 1. Conduct the PROGRAM within Santa Clara County, for the purpose of benefiting low and very low income households. County of Santa Clem 2 PY 10111 County /City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program jnb Revised 814110 2. File quarterly reports with COUNTY detailing adherence to the PROGRAM as described in Exhibits "A" through "D." -The reports must document services rendered by the PROGRAM, describe the beneficiaries of the services, and evaluate the manner in which the PROGRAM is achieving its objectives and goals as a participating non - entitlement CITY. C. 3. Utilize minority and/or female owned business, vendors, suppliers, and contractors to the maximum extent feasible, for items funded pursuant to this Contract, in accordance with County policy. Fiscal Responsibilities of CITY. Identify the CITY's fiscal agent who is responsible for financial activities of CITY, including the receipt and disbursement of CITY CDBG funds. CITY will notify COUNTY in writing of the appointment of any subsequently appointed fiscal agent and that agent's name. 2. Maintain an accounting system that conforms with generally accepted principles of accounting. The accounting system is subject to review and approval of COUNTY. 3. CDBG Housing Rehabilitation Revolving Loan Fund Conditions: If CITY maintains a Revolving Loan Fund ( "RLF "), CITY will maintain the RLF as a separate fund (with a set of accounts that are independent of other program accounts) established for the purpose of carrying out specific activities which, in turn, generate payments to the fund for use in carrying out the same activities. a. The RLF must be capitalized only with housing rehabilitation or housing acquisition repayment funds, which are considered CDBG Program Income for CDBG purposes. CDBG program funds may not be drawn down to serve as the initial available funding or ongoing funding of the RLF. Tk>e RLF will c gver TEL sing spec activity h ousi ng rehabil itation.______ Properties which maybe assisted under the RLF irichrde: Single - family properties occupied by low and moderate- income households with annual gross incomes not to exceed 80% of the median area income threshold by family size, as issued by HUD for each program year; and, Multi - family (rental) properties with at least 51% of the units occupied by tenants with annual gross incomes which meet the same HUD annual income thresholds. County of Santa Clara 3 FY 10 /11 County /City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program - jab Revised 8/4/10 c. Program income received by the RLF from rehabilitation loan principal and interest repayments must be held in an interest bearing account. Note: Principal repayments and the interest paid by borrowers of CDBG- funded loans made from the RLF is considered program income and subject to the CDBG program income requirements. d. Any accrued interest on the total funds maintained in the account must be returned to HUD annually, to be remitted through the COUNTY to the U.S. Treasury. e. The COUNTY's Consolidated Plan must be amended following a public review process, to reflect the establishment of a RLF as a strategy to address priority housing needs. The scope of the housing RLF should be described. f In future years,. the RLF's estimated production and program income should be incorporated into each Annual Action Plan, as well as accomplishments and program income reported in the Consolidated Annual Performance and Evaluation Report (CAPER). g. An amendment of the applicable Annual Action Plan is required in order to transfer any RLF funds to the grantee's main account for use with non -RLF but eligible activities. (See Title 24 CFR 570 Subpart J, 570,500 "Definitions," 570.500(b) "Revolving Fund. ") 4. Comply with the audit requirements of OMB Circular A -133 which require compliance with the Single Audit Act for any subrecipient expending $300,000 or more of federal funds for the fiscal year. 5. Document all PROGRAM costs by maintaining records in accordance with Section III, Paragraph D below. 6. Submit to the COUNTY documented requests for reimbursement. 7. Certify current and continuous insurance coverage of CITY, subject to approval of COUNTY and in accordance with requirements as outlined in Exhibit G "Indemnity and Insurance Requirements;" and obtain certificate of insurance from all subrecipients which will list CITY as additional insured. 8. Subparagraph C. 1. through 6. above are express conditions precedent to disbursement of any COUNTY funding and failure to comply with these conditions may, at the discretion of COUNTY, result in the suspension of funding or termination of specific, projects in non - compliance; or initiate the suspension of funding or termination of this Contract as provided for herein. County of Septa Clara 4 PY 10 111 County /City Contract Office of Affordable Housing LO -11 -00 Couununity Development Block Grant Program job Revised 8/4/10 9.. If CITY does not use CDBG funds in accordance with this Contract, CITY is liable for repayment of all disallowed costs and ineligible activities. Disallowed costs and ineligible activities may be identified through audits, monitoring or others sources. CITY will be required to respond to any adverse findings which may lead to disallowed costs, subject to provisions of OMB Circular A -87, "Cost Principles for. State and Local Governments," and A -133, "Single Audits of State and Local Governments." CITY is required to respond to any adverse findings which may lead to ineligible activities, subject to provisions of 24 CFR Part 570.201 -206 `Eligible Activities" and 24 CFR Part 570 -207 "Ineligible Activities." Q E. Establishment and Maintenance of Records by City 1. Maintain complete and accurate records of all its CDBG transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, clientstatistical records, personnel, property and all other pertinent records sufficient to reflect properly; 2. All direct and indirect costs of claims incurred or anticipated to be incurred to perform this Contract or to operate the PROGRAM; and Preservation of Records. CITY will preserve and make available its records: 1. Until five years following expiration of this Contract, or 2. For such longer period, if any as is required by applicable law; or If this Contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of five years from the date of termination. F. Examination of Records: and as often as reasonably necessary, CITY agrees that .1M and the COUNTY, and/or any authorized representatives may have access to and the right to examine Subrecipient CDBG records and facilities until expiration of: a. five years after expiration of this Contract; b. five years from the date of termination of this Contract; or G. such longer period as may be prescribed by law. 2. The CITY must provide language in its Contracts with all Subrecipients stipulating that at any time during normal business hours, and as often as may be. deemed reasonably necessary, Subrecipient agrees that HUD and the COUNTY, County of Santa Clara 5 rY 10 /11 County/City Contract Office of Affordable Housing - LG -I1 -00 Community Development Block Grant Program - job Revised 8 /4/10 and/or any authorized representatives may have access to and the right to examine Subrecipient CDBG records and facilities until expiration of: a, five years after expiration of this Contract; b. five years from the date of termination of this Contract; or C. such longer period as may be prescribed by law. 3. CITY also agrees that COUNTY and any authorized representatives has the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions. of employment, materials and all other, data relating to the PROGRAM and matters covered by this Contract. CITY will be notified in writing of intended audits. CITY will be notified in writing of untended inspections of records and facilities and of intended audits no less than three business days before such inspections or audits. CITY is. required to respond in writing to the OAH Director any audit findings within 30 days of receipt of written audit findings. Responses will be included in the final audit report. G. Compliance with Law. CITY staff will become familiar and comply with and require all its subcontractors; independent contractors and employees, if any, to become familiar and comply with all applicable Federal, State and local laws, ordinances, codes, Regulations and decrees including, but not limited to, those Federal rules and Regulations, executive orders, and statutes identified in "F" ASSURANCES. Specifically, CITY will comply with the requirements of OMB Circular No. A -87, "Principles for Determining Costs Applicable to Grants and Contracts with State, Local and Federally Recognized Indian Tribal Governments," and OMB Circular A -133 "Audits of State and Local Governments." In addition, CITY will comply with Federal Regulations as cited in 24 CFR Part 570, Subpart J, and 24 CFR Part 85, and all other local, State or Federal laws applicable to this Program. CITY and its subrecipients must comply with Section 109 of Title I of the Housing and Community Development Act of 1974, the Fair Housing Amendment Act of 1988, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. H. Suspension and Termination. In accordance with 24 CFR 85,43, suspension or termination of this Contract may occur if the CITY materially, fails to comply with any term of this Contract, and that the - contract may be terminated for convenience or cause in accordance with 24 CFR 85.44 and Sections VI and Section VII below. I. Reversion of Assets. Upon expiration or termination of this Contract, or in the event HUD cancels its Program for any season, rthe CITY will transfer to the COUNTY any CDB'G funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the CITY's control that was acquired or County of Santa Clara 6 FY 10 /11 County /City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program job Revised 814/10 improved in whole or in part with CDBG funds (including CDBG funds provided to CITY in the form of a loan) in excess of $25,000; 1. Must be used to meet one of the national objectives stated in Title 24 CPR part 570.208 for a period of five years after expiration of this Contract, or for such longer period of time as required by the COUNTY; or, 2. The CITY must reimburse the COUNTY an amount equal to the current market value of the property, less any portion of the value attributable to expenditures of non -CDBG fonds for acquisition of, or improvement to, the property (reimbursement is not required after the period of time specified in 1. 1. above). "Section 3" Provisions. Compliance. Compliance with the provisions of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701, the regulations set forth in 24 CPR 135, and all applicable rules and orders issued hereunder prior to the execution of this Contract, shall be a condition of the federal financial assistance provided under this Contract and binding upon the COUNTY, the CITY, and any subrecipients. Failure to fulfill these requirements shall subject the COUNTY, the CITY, and any subrecipients, their successors and assigns, to those remedies specified by the Contract through which federal assistance is provided. The CITY certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. The :CITY further agrees to comply with these "Section 3" requirements and to include the following language in all subrecipient contracts executed under this Contract: "The work to be performed under the Contract is a project assisted under a program providing direct federal fmancial .assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development. Act of 1968, as amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substant part by_p ersons residin in, the .areas of t he ppoj ' The CITY certifies and agrees that no contractual or other disability exists which would prevent compliance with the requirements. 2. Notifications The CITY and its subrecipients must send to each labor organization or representative of workers with which it has a collective bargaining agreement or other agreement or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicant's for employment or training. County of Santa Clara 7 FY 10 /11 County /City Contract Office of Affordable Housing LG -13 -00 Community Development Block Grant Program jib Revised 8/4/10 3. Subcontracts The CITY and its subrecipients will include this Section 3 clause in every contract and will take appropriate action pursuant to the contract upon a finding that the sub- subrecipient is in violation of regulations issued by COUNTY. The CITY will not contract with any sub - subrecipient where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let any contract unless the sub - subrecipient has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. IV. OBLIGATIONS OF COUNTY A. Method of Payment. During the term of this Contract, COUNTY will disburse CDBG funds to CITY on a reimbursement basis, unless otherwise provided herein, for all allowable costs and expenses incurred in connection with the PROGRAM., Reimbursement will not exceed the total sum of Three hundred forty thousand six hundred twenty -two and 49/100 dollars ($340,622.491 as stated in the fiscal year Cash Control Record document plus all Program Income accrued during the fiscal year. Reimbursement may be retained, in part or in full, by COUNTY, in the event of CITY'S non- compliance to PROGRAM regulations and conditions. Substantial non- compliance includes, but is not limited to, incomplete documentation of expenses, failw e to submit adequate documentation of PROGRAM progress as described in III, paragraph B.2, of this Contract, failure to provide and maintain an accounting system that is in conformance with generally accepted principles of accounting, or based on the suspension or termination of the Grant to COUNTY made pursuant to the Housing and Community Development Act of 1974, as amended. B. In the case of CITY substantial non - compliance prior to exercising any recourse authorized herein, COUNTY will initiate the following procedure: L Notify the CITY Coordinator in writing of the alleged substantial non - compliance and request an immediate meeting between CITY Coordinator and COUNTY OAH Director to resolve issue(s). If issue(s) is(are) not resolved satisfactorily within thirty (30) days, notify CITY Manager in writing requesting an immediate meeting between CITY Manager, CITY Coordinator and COUNTY OAH Director to resolve the issuc(s). 2. Determine if any portion of the reimbursement request meets all eligible criteria, and if so, authorize:payment for the eligible portion of the reimbursement request; Review the procedure to be followed pursuant to VI. C. of this Contract (CONTRACT COMPLIANCE, Corrective Action Procedure); and If applicable, forward a written report to HUD's Regional Office detailing the substantial non - compliance issues and the steps being instituted to correct performance, copy to the CITY Manager. County of Santa Clara 8 FY 10/11 County /City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program. jnb Revised 8/4110 - C. Compliance with Law. COUNTY shall become familiar and comply with and require all its subcontractors and employees, if any, to become familiar and comply with all applicable Federal, State and local laws, ordinances, codes, regulations and decrees including, but not limited to, those Federal rules and regulations, executive orders, and statutes identified in Exhibit "F" ASSURANCES. Specifically, COUNTY shall comply with the requirements of OMB Circular No. A -87, "Principles for Determining Costs Applicable to Grants and Contracts with State, Local, Federally recognized Indian Tribal Govermnents," and OMB Circular A133 "Audits of State and Local Governments." In addition, COUNTY will comply with Federal Regulations as cited in 24 CFR Part 570, Subpart J, and 24 CFR Part 85, and all other Local, State or Federal laws applicable to this PROGRAM. V. PROGRAM COORDINATION A. The COUNTY Executive has assigned the OAH Director to supervise the progress and performance required by this Contract. All services performed by COUNTY will be the overall direction of the OAH Director, B. CITY has designated Regina Fal kner to serve as CITY CDBG Program Coordinator, and City Manager Greg Larson (or assignee approved by the CITY Council) assumes overall responsibility for the progress and performance of this Contract. CITY will immediately notify the COUNTY in writing, of the appointment of a new CITY CDBG Program Coordinator, or a new CITY Manager (or assignee approved by the CITY Council). C. NOTICES. All notices or other correspondence required or contemplated by this Contract must be serf to the parties at the following addresses: COUNTY: Marjorie Matthews, Director Office of Affordable Housing County of Santa Clara County Center at Charcot CITY: Town of Los Gatos Name of CITY 110 -E. Main Street Address of CITY Los Gatos, CA 95030 City, State, ZIP Greg Larson Name of CITY Manager County of Santa Clara 9 FY 10/11 County/City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program jnb Revised 8/4110 All notices must either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy -two (72) hours after deposit in the United States mail. Any party may .change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. Vl. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROGRAM performance is the mutual responsibility of COUNTY and CITY, with the understanding that HUD looks to COUNTY as the sole responsible party for meeting PROGRAM requirements. CITY will furnish data, statements, records, information and reports as mutually agreed to by CITY and COUNTY as necessary for COUNTY to monitor, review and evaluate the performance of the PROGRAM and its components. COUNTY has the right to request the services of an outside agent to assist in any such evaluation. Such services will be paid for by COUNTY. B. Contract Non - compliance. If CITY fails to comply with any provision of this Contract (24 CFR 85.43 "Enforcement'), COUNTY has the right to terminate this Contract or to require corrective action to enforce compliance. with such provision. Examples of non - compliance include but are not limited to: 1. If CITY (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to COUNTY in connection with the PROGRAM. 2. If there is pending litigation with respect to the performance by CITY of any of its . duties or obligations under this Contract which may materially jeopardize or adversely affect the undertaking of or the carrying out of the PROGRAM. The CITY and COUNTY may negotiate a reinstatement of this Contract following termination or conclusion of such litigation. 3. If CITY has taken any action pertaining to the PROGRAM, which action required COUNTY approval, and such approval was not obtained. 4. If CITY is in default pursuant to any provision of this Contract. 5. If CITY makes improper use of COUNTY funds. 6. If CITY fails to meet all provisions of the COUNTY CDBG Reallocation Guidelines, or the Joint Powers Agreement currently in full force and effect between the parties hereto. C. Corrective Action Procedure. COUNTY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CITY pursuant to this Contract, will have the right to give CITY notice of County of Santa Clara 10 FY 10/11 County /City Contract Office of Affordable Housing LO-11-00 Community Development Block Grant Program jnb Revised 8/4/10 COUNTY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non - compliance and the procedure whereby CITY will have the opportunity to participate in formulating any corrective action recommendation In the event that CITY does not implement the corrective action recommendations in accordance with the corrective action timetable, COUNTY may suspend payments hereunder or terminate this Contract as set forth in Section VII below. Once non - compliance is established, the following procedure will be initiated: 1. COUNTY OAH Director and CITY Manager will negotiate a time frame and . course of action for correcting the non - compliance; 2. CITY will provide COUNTY with a written plan and time frame for correcting the non - compliance issue (s). Such plan must be submitted by CITY to COUNTY within thirty (30) days of the initial non - compliance meeting between CITY and COUNTY; 3. CITY must initiate the corrective action procedure within sixty (60) days of the initial non- compliance meeting between the COUNTY OAH Director and the CITY Coordinator (COUNTY, at their discretion, may extend this time line for extenuating circumstances); 4. COUNTY will have the right to require the presence of CITY officers at any hearing or meeting called for the purpose of considering corrective action; and 5. CITY has the right to appeal all findings of non - compliance, and subsequent corrective action, with both the COUNTY Board of Supervisors and HUD. VII. TERMINATION A. Termination for Cause. COUNTY may terminate this Contract by providing written notice stating the date of termination, to CITY for any of the following reasons: 1. Uncorrected` Contract non- eomplianec as defined in VI: B =which has not been addressed or resolved within the aforementioned corrective action plan time period; 2. If CITY is in bankruptcy or receivership; 3. If a member of CITY'S Executive.Management staff is found to have committed fraud in connection with the CDBG program (termination is applicable only to that portion of the CDBG program for which the person who committed fraud is responsible); 4. If there is reliable evidence that CITY is unable to operate the PROGRAM. County of Santa Clara I I FY 10 /11 County /City Contract Office of Affordable Housing LO-11-00 Community Development Block Grant Program job Revised 874/10 B. Termination for Convenience. In addition to the COUNTY'S right to terminate for cause as set forth in Section VII, either COUNTY or CITY may suspend or terminate this Contract for any reason upon mutual consent by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued. C. In addition to the COUNTY'S right to terminate for cause set forth in Section VII,•either COUNTY or CITY may suspend or terminate this Contract as provided for in 24 CFR 570, at Subpart J "Grant Administration," and/or 24 CFR 85.44 "Termination for Convenience." Provisions of the Reallocation Guidelines will apply, but may be adjusted if termination is for cause. D. Upon termination, CITY will: Be reimbursed for all documented allowable costs and expenses incurred in connection with the Project up to the date of such termination. COUNTY shall be obligated to compensate CITY only for allowable costs and expenses as determined by an audit or other monitoring method;. 2. Turn over to COUNTY immediately any and all copies of studies, reports and other data whether or not completed, prepared by CITY or its subcontractors, if any, in connection with this Contract.. Such materials shall become property of COUNTY. CITY, however, shall not be liable to COUNTY'S use of incomplete materials or for COUNTY'S use of completed documents if used for other than the services contemplated by this Contract; and Transfer to the COUNTY any CDBG funds on hand and any accounts receivable attributable to the use of CDBG funds. All assets acquired with CDBG funds shall be returned to the COUNTY unless otherwise negotiated by separate contract per the provisions of the COUNTY CDBG REALLOCATION GUIDELINES. E. Upon termination of this Contract, CITY will immediately provide COUNTY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG entitlement fund granted to CITY pursuant to this Contract. VIII. PURCHASING REAL OR PERSONAL PROPERTY CITY and COUNTY must comply with all applicable Federal Regulations as detailed by 24 CFR Part 570, Subpart J, i.e. 570.500 (Definitions), 570.503 (Agreements with Subrecipients), 570.504 (Program Income), and 570.505 (Use of Real Property), with regards to the use and disposal of Real or Personal Property purchased in whole, or in part, with CDBG funds. In addition, 24 CFR Part 85 (the Common Rule) includes definitions which apply to CDBG Real Property, however, the Common Rule section governing Real Property (CFR 85.31) DOES NOT APPLY TO CDBG ACTIVITIES County of Santa Clara 12 FY 10 /1l County/City Contract Office of Affordable Housing LO-1 1-00 Community Development Block Grant Program jnb Revised .8 /4/10. A. , The following definitions apply to this Contract pursuant to 24 CFR, Part 58 (Common Rule) 85.3: 1. Equipment means 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. 2. Title as defined in detail in 24 CFR, Part 85.32 (a). 3. Use as defined in detail in 24 CFR, Part 85.32 (c)(1). 4. Supplies as defined in detail in 24 CFR, Part 85.33. 5. Procurement, Use and Disposition of Real Property as defined in detail by 24 CFR, Part 570.503 (Agreements with Subrecipients), 570.505 (Use of Real Property), and 570.504 (Program Income). B. Security Document. As a condition precedent to COUNTY granting funds for the purchase of real property or an option to purchase real property, CITY will prepare and require its sukedipient(s) to execute a Loan Agreement, Promissory Note, Deed of Trust and such other Contracts restricting the use of said real property for purposes consistent with this Contract, HUD and CDBG requirements. C. Giants. If a grant is provided for the acquisition of real property, CITY will require its subrecipients(s) to continually operate its Project for a mimrn period of six (6) years from the effective date of this Contract, This obligation will survive the term of Cities contract with its subrecipient(s), the assignment or assumption of this Contract and the sale of the property prior to expiration of the obligation period as set forth in this paragraph. If this obligation is not fully met, CITY may be required to reimburse the COUNTY. The COUNTY may consider, but will not be limited by, the following factors in calculating the reimbursement obligation:. initial grant sum; the duration of the initial contractual obligation to operate the Project versus the actual duration of operation; and the appreciated value. 570:606 relating to the acquisition and disposition of all real property utilizing CDBG funds, and to the displacement of persons, businesses, and non - profit organizations as a direct result of any acquisition of real property utilizing CDBG funds. CITY agrees to comply with applicable state laws, County Ordinances, Resolutions, and Policies concerning displacement of individuals from their residences. IX. PROGRAM INCOME Income generated by the Project is Program Income and shall be regulated by all provisions of Title 24 CFR 570 Subpart J "Grant Administration," 570.503 "Agreements with Subrecipients," and 570.504 "Program Income." In addition, all provisions of the COUNTY REALLOCATION GUIDELINES apply to this Contract. CITY must quarterly report all program income generated County of Santa Clara 13 FY 10 /11 County/City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program jnb Revised 814/10 by activities carried out with CDBG funds made available under this Contract. By way of further limitations; CITY may use such income during the Contract term for activities permitted by this Contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income will be returned to the COUNTY at the end of the Contract term with the exception of Rehabilitation Loan payments. X. INDEPENDENT CONTRACTOR This is a contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between CITY and COUNTY. CITY, including its officers, employees, agents, independent contractors or subrecipients, will not have any claim arising from the terms of this Contract or otherwise against COUNTY for any Social Security, Worker's Compensation, or employee benefits extended to employees of COUNTY.. XT. ASSIGNABILITY A. None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third parties without the prior written approval of COUNTY. Copies of all third patty contracts must be submitted to COUNTY at least ten days prior to the proposed effective date. In the event approves of any such assignment, delegation or sub - contract, the subcontractors, assignees or delegates will be deemed to be employees of CITY, and CITY will be responsible for their performance and any liabilities attaching to their actions or omissions.. B. This Contract may not be assumed nor assigned to another CITY, person, partnership or any other entity without the prior written approval of COUNTY. The use of the word "employees" in this paragraph is limited solely to activities by those persons described herein, related to the management and potential repayment of the program funds provided for in the Contract. The use of the term here does not create liability for personal injuries, worker's compensation or other forms of liability, obligation or responsibility which flow from employee /employer relationships. X11. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION COUNTY and CITY agree to maintain the confidentiality of any information regarding applicants for services offered by the PROGRAM pursuant to this Contract or their immediate families which may be obtained through application forms, interviews, tests, reports from public agencies or counselors, or any other source: Without the written permission of the applicant, such information may be divulged: only if permitted by law or as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities pursuant to this Contract, including those furnishing services for the PROGRAM through approved subcontracts. County of Santa Clam 14 FY 10 /1.1 County/City Contract Office of Affordable Housing LG -11 -00 Community Development Block Program jnb Revised 8 /4/10 XIII. HOLD HARML In addition to the indemnity obligations set forth in Exhibit G, "Indemnity and Insurance Requirements," CITY must indemnify and hold harmless the COUNTY, its employees, agents, and officials, members of boards slid commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CITY's PROGRAM or its subrecipient(s) failure (for CITY) to comply with applicable laws, ordinances, codes, regulations and decrees, including without limitation those set forth in Exhibit E, "Certifications." XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by COUNTY constitute or be construed to be a waiver by COUNTY of any breach of the covenams.or conditions of this Contract or any default which may then exist on the part of CITY, and the making of any such payment while any such breach or default exists will in no way impair or prejudice any right or remedy available to COUNTY with respect to such breach or default. In no event will payment to CITY by COUNTY in any way constitute a waiver by COUNTY of its rights to recover from CITY the amount of money paid to CITY on any item which is not eligible for payment from the PROGRAM or this Contract. XV. - NON- DISCRIMINATION CITY will comply with all applicable Federal, State and local laws and regulations including Santa Clara County's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title-VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CITY will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, discriminate in provisionof services -provided under this contract because of.age;race;..culor, -. national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non - discrimination provision must be included in CITY's contracts with its subrecipient(s) and vendors when utilizing the CDBG funds. XVI. AMENDMENTS A. Amendments to the terms or conditions of this Contract must be requested in writing by an- authorized representative of the party desiring amendments, and any amendment will be effective only upon the mutual agreement in writing of the parties hereto. County of Santa Clara 15 FY 10 /11 County/City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program jnb Revised 914/10 Amendments will not invalidate this Contract, nor relieve or release the COUNTY or.the CITY from its obligations under this Contract. B. During the Contract term, CITY may choose to transfer funds within the PROGRAM described in Exhibits "A through D." Fund transfers exceeding $30,000 as well as new projects added to CITY's PROGRAM, require COUNTY's approval and may require an amendment to this Contract. XVII. INTEGRATED DOCUMENT This Contract, in conjunction with the Santa Clara County CDBG Joint Powers Agreement, contains the entire agreement between COUNTY and CITY with respect to the subject matter hereof. No written or oral agreements, other than the Santa Clara County CDBG Joint Powers Agreement, with any officer, agent or employee of COUNTY prior to execution of this Contract will affect or modify any of the terms or.obligations.contained in any documents comprising this Contract. XVIII. NONSMOKING POLICY Contractor and its employees, agents and subcontractors, shall comply with the County's No Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as . amended from time to time) which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County- owired and operated health facilities, (2) within 30 feet surrounding County -owned buildings and leased buildings where the County is the sole occupant, and (3) in all County vehicles. XIX.. NUTRITIONAL BEVERAGE PROVISION If CITY provides beverages through COUNTY departments, or at COUNTY programs, sponsored meetings, sponsored events, or at COUNTY owned/operated facilities, CITY shall not use COUNTY funds to purchase beverages that do not meet the COUNTY's nutritional beverage criteria, if applicable. The six categories of nutritional beverages that meet these criteria.are: (1) water with no additives; (2) 100% fnait juices with no added sugars, artificial flavors or colors (limited to a maximum of 10 ounces per container);: (3) dairy milk, non =fat, 1 % and 2% only, no flavored milks; (4) plant derived (i.e., rice, almond, soy, etc.) milks (no flavored milks); (5) artificially- sweetened, calorie - reduced beverages that do not exceed 50 calories per 12 -ounce container (teas, electrolyte replacements); and (6) other non- caloric beverages, such as coffee, tea, and diet sodas. These criteria may be waived in the event of an emergency or in light of medical necessity. XX. MISCELLANEOUS A. The captions and section headings used in this Contract are for convenience of reference only, and the words contained therein in no way explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. County of Santa Clara 16 PY 10/11 County/City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant Program jnb Revised 8 /4/10 B. All exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibit "A" (Agency Description), Exhibit "B" (Project Work Plan), Exhibit "C" (Proposed Implementation Time Schedule), Exhibit "D" (Budget), Exhibit "E" (Certifications)., Exhibit "F" (Assurances), Exhibit "G" (Insurance), Exhibit "IF' (Urban County Rehabilitation Services) if applicable, and Exhibit "I" (Contracting Principles Declaration). C. The persons signing below are duly authorized to execute this Contract. IN WITNESS WI3EREOF, the parties have executed this as indicated below. CITY OF: COUNTY OF SANTA CLARA: By: By. CITY Manager Date Ken Yeager, President Date Board of Supervisors Name ATTEST: Signed and certified that a copy of this document has been delivered by electronic or other means to the President, Board of Supervisors ATTEST Maria Ma Date CITY Clerk Date Clerk, Board of Supervisors APPROVED AS TO FOM13 AND APPROVED AS TO FORM AND LEGALITY: LEGALITY: CITY Attorney Date Miguel Moreno Deputy County Counsel Print Name County of Santa Clara 17 PY 10 /11 County /City Contract Office of Affordable Housing LG -11 -00 Community Development Block Grant P.rogr mre job Revised 8/4/10