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Attachment 1_____________________________________________________________________________________________________________________ County of Santa Clara Page 1 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 SANTA CLARA COUNTY COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) TOWN/COUNTY CONTRACT between the COUNTY OF SANTA CLARA and TOWN OF LOS GATOS FY17/18 _________________________________________________________________________________________ Contract No. LG-18-41 (Bachman Park Improvements.) Grant Amount: $214,537 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 TOWN OF LOS GATOS (hereinafter “TOWN”) participating as a member of the County of Santa Clara COMMUNITY DEVELOPMENT BLOCK GRANT (hereinafter “CDBG”) Joint Powers Agreement. The allocation of funds pursuant t o this Contract shall be a grant. The COUNTY, acting by and through its Board of Supervisors, approved the allocation and disbursement of CDBG funds to TOWN on May 9, 2017. RECITALS WHEREAS, COUNTY has applied for and received Community Development Block Grant (hereinafter “CDBG”) Entitlement Program funds (hereinafter “FUNDS”), identified more specifically as B-18-MC-06-0020, from the United States Department of Housing and Urban Development (hereinafter “HUD”) as an entitlement jurisdiction pursuant to the provisions of Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383 as amended (hereinafter "ACT"); and WHEREAS, COUNTY on May 9, 2017, authorized the allocation of CDBG FUNDS for Fiscal Year 2018 in the total amount of One Million, Seven Hundred Seventy Three Thousand, Seven Hundred Sixty Four Dollars ($1,773,764); and WHEREAS, said allocation of FUNDS pursuant to this Contract is a grant and includes Two Hundred Fourteen Thousand Five Hundred Thirty-Seven Dollars ($214,537) to TOWN; and NOW, THEREFORE, the parties agree as follows: I. PROGRAM A. COUNTY agrees to allocate a portion of its CDBG Entitlement Program funds and/or program income as defined in 24 CFR 570 Subpart J, “Grant Administration” (570.504), to the TOWN, as a subrecipient of the COUNTY in the amount of Two Hundred Fourteen Thousand Five Hundred Thirty-Seven Dollars ($214,537) (the “CDBG Funds”) for the purpose of reimbursing TOWN for project and activity costs and expenses that are allowed and incurred in the implementation of the Housing and Community Development Program, such projects and activities being more particularly described in Exhibits “A” through “G” (collectively, the “PROGRAM”). 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 TOWN for allowed expenses, and no lump sum distribution of CDBG Funds is made at the outset of this Contract. _____________________________________________________________________________________________________________________ County of Santa Clara Page 2 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 Reimbursement for Fiscal Year 2017/2018 shall not exceed the total sum of the beginning fiscal year Cash Control Sheet (Exhibit “G”) (fiscal year CDBG allocation of funds to TOWN, and any roll-over of unexpended CDBG funds from previous year’s allocations to TOWN. Such authority is contingent upon TOWN and its subrecipients full compliance at all times with all Federal Rules and Regulations governing the CDBG PROGRAM, the COUNTY CDBG Reallocation Guidelines and all other applicable laws. B. As a condition of this Contract, TOWN has been provided numerous Exhibits marked “A” through “G” as noted herein, attached to this Contract, incorporated by this reference, as though fully set forth. Exhibits are as follows: EXHIBITS Exhibit “A” (Scope of Services, Performance Outcomes and Measurements, and Budget), Exhibit “B” (Payment to TOWN) Exhibit “C” (General Block Grant Conditions”) Exhibit “D” (Assurances), Exhibit “E” (Declaration of Contractor), Exhibit “F” (Insurance Requirements), and Exhibit “G” (Cash Control Record) II. TERM A. The purpose of this Contract is for the COUNTY to disburse CDBG funds. Unless amended prior to its expiration, the term of this Contract for disbursement purposes will begin on July 1, 2017 and will terminate on October 30, 2018 (the “Contract Term”), or unless terminated earlier pursuant to Sections VI or VII of this Contract or by any other applicable Contract provision. Invoices requesting disbursements submitted after the expiration of this Contract will be honored only for allowable costs incurred during the Contrac t Term and received prior to the processing cut-off date established by the County. B. The term of expenditure by TOWN for the grant amount provided for herein shall begin on July 1, 2017 and terminate on the earliest of the following dates as set forth here in (the “Expenditure Term”): 1. October 30, 2018, or 2. The date of the expenditure of the total grant, and/or program income amount provided for herein, or 3. Upon the termination date established pursuant to Section VI or Section VII of this Contrac t. III. OBLIGATIONS OF TOWN A. Certifications by TOWN: TOWN must provide COUNTY with written certification that the following information is on file at the TOWN offices, and is subject to monitoring by HUD and/or COUNTY (County’s Housing and Commu nity Development Department, “OSH”) OSH staff, or their representatives: _____________________________________________________________________________________________________________________ County of Santa Clara Page 3 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 1. Names and addresses of the current TOWN Manager and TOWN Council members. 2. Records of all discussions and actions taken at TOWN Council meetings pertaining to the CDBG PROGRAM. 3. Information and housing objectives for the Consolidated Plan required by HUD at the beginning of each program year. B. Program Performance Responsibilities of TOWN. TOWN shall: 1. Conduct the PROGRAM within Santa Clara County, for the purpose of benef iting extremely-low, low and very low income households; 2. File quarterly reports with COUNTY detailing adherence to the PROGRAM as described in Exhibits “A-G”. The reports must document services rendered by the PROGRAM, describe the beneficiaries of t he services, and evaluate the manner in which the PROGRAM is achieving its objectives and goals as a participating non-entitlement TOWN; and, 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. C. Fiscal Responsibilities of TOWN. TOWN shall: 1. Identify the TOWN’s current fiscal agent who is responsible for financial activities of TOWN, including the receipt and disbursement of CDBG Funds. TOWN 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 accounting principles ("GAAP"). The accounting system is subject to review and approval by COUNTY; 3. CDBG Housing Rehabilitation Revolving Loan Fund Conditions: If TOWN maintains a Revolving Loan Fund (“RLF”), TOWN 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. The following are additional TOWN RLF conditions and requirements: 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 f unding or ongoing funding of the RLF. b. The RLF will cover a single, specific activity, i.e. housing rehabilitation. Properties which may be assisted under the RLF include: _____________________________________________________________________________________________________________________ County of Santa Clara Page 4 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018  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 (or such percentage as published by HUD as an exception area) occupied by tenants with annual gross incomes which meet the same HUD annual income thresholds. 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 CDBG 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 TOWN, subject to approval of COUNTY and in accordance with requirements as outlined in Exhibit F “Insurance Requirements;” and obtain certificate of insurance from all subrecipients which will list TOWN and COUNTY as additional insured. 8. Subparagraph C. 1. through 7. of Section C. 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 PROGRAM projects or activities in non - compliance; or initiate the suspension of funding of the PROGRAM or termination of this Contract as provided for herein. _____________________________________________________________________________________________________________________ County of Santa Clara Page 5 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 9. If TOWN does not use CDBG Funds in accordance with this Contract, TOWN is liable for repayment of all CDBG Funds not used or applied in accordance with this Contract, including but not limited to disallowed costs and ineligible activities (collectively, the “Disallowed Costs”). Disallowed Costs may be identified through audits, monitoring or others sources. TOWN will be required to respond to any adverse determinations, findings or allegations relating to the identity of Disallowed Costs, subject to the provisions of OMB Circular A-87 (“Cost Principles for State and Local Governments”), OMB Circular A -133 (“Single Audits of State and Local Governments”), Parts 570.201-206 (“Eligible Activities”) or 570-207 (“Ineligible Activities”) of Title 24 of the Code of Federal Regulations, or any other applicable laws. D. Establishment and Maintenance of Records by TOWN: 1. Maintain complete and accurate records of all PROGRAM and CDBG transactions, CDBG Fund disbursements and allocations, projects, activities and expenditures including, but not limited to, contracts, grants, subrecipients of TOWN, third party services and relationships, expenses, time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records, personnel, property, disbursements and allocations among and to TOWN departments, offices, agencies and staff, invoices and all other pertinent records sufficient to reflect properly the use, disbursement and allocation of all CDBG Funds; 2. All direct and indirect costs of claims incurred or anticipated to be incurred to perform this Contract or to operate the PROGRAM, including but not limited to any and all costs and expe nses needed, incurred or anticipated for displacement or relocation of residents, tenants and others; and E. Preservation of Records. TOWN 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 3. If this Contract is completely or partially terminated, the records relating to the PROGRAM projects and activities terminated (including their funding, costs and expenses) shall be preserved and made available for a period of five years from the date of project or activity termination. E. Examination of Records: 1. At any time during normal business hours, and as often as may be deemed reasonably necessary, TOWN agrees that HUD and the COUNTY (together or independently), and/or any authorized representatives of HUD or the COUNTY may have access to and the right to examine any and all records required to be kept pursuant to (1) the terms and conditions of the Contract, (2) applicable l aw or (3) kept as a normal course of TOWN operations relating directly or indirectly to the PROGRAM, the CDBG Funds or this Contract until the 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. _____________________________________________________________________________________________________________________ County of Santa Clara Page 6 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 2. The TOWN 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, 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. TOWN 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. TOWN will be notified in writing of intended audits. TOWN will be notified in writing of intended inspections of records and facilities and of intended audits no less than three business days before such inspections or audits. TOWN is required to respond in writing to the OSH 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. TOWN 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 “C” ASSURANCES. Specifically, TOWN 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, TOWN 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 the PROGRAM. TOWN 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 TOWN materially fails to comply with any term or condition of this Contract. This Contract may also be terminated for convenience or cause in accordance with 24 CFR 85.44, Sections VI or Section VII below, or in accordance with any other provision of this Contract allowing for Contract termination, cancellation or expiration. I. Reversion of Assets. Upon expiration or termination of this Contract, or in the event HUD cancels its PROGRAM for any reason, the TOWN will transfer to the COUNTY any CDBG Funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG Funds. Any real property under the TOWN’s control that was acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to TOWN in the form of a loan) in excess of $25,000: _____________________________________________________________________________________________________________________ County of Santa Clara Page 7 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 1. Must be used to meet one of the national objectives stated in Title 24 CFR 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 TOWN 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 funds for acquisition of, or improvement to, the property (reimbursement is not required after the period of time specified in I. 1. above). J. “Section 3” Provisions. 1. 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 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of thi s Contract, shall be a condition of the federal financial assistance provided under this Contract and binding upon the COUNTY, the TOWN, and any subrecipients. Failure to fulfill these requirements shall subject the COUNTY, the TOWN, and any subrecipients, their successors and assigns, to those remedies specified in the contract through which federal assistance is provided and any other remedies available under applicable law. The TOWN certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. The TOWN further agrees to comply with these “Section 3” requirements and to include the following language in all subrecipient contracts executed under this Contract or using CDBG Funds: “The work to be performed under the contract is a project or activity assisted under a PROGRAM providing direct federal financial 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 or activity area and agreements for work in connection with the project or activity be awarded to b usiness concerns which are located in, or owned in substantial part by persons residing in, the areas of the project or activity.” The TOWN certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. 2. Notifications. The TOWN 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 applicants for employment or training. 3. Subcontracts. The TOWN and its subcontractors will include this Section 3 clause in every contract and will take appropriate action pursuant to the contract upon a finding that the sub contractors is in violation of regulations issued by COUNTY. The TOWN will not contract with any subcontractors where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let, authorize, permit or allow any contract unless the subcontractors has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. IV. OBLIGATIONS OF COUNTY _____________________________________________________________________________________________________________________ County of Santa Clara Page 8 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 A. Method of Payment. During the Contract Term, COUNTY will disburse CDBG Funds to TOWN 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 One Hundred Seventy Thousand and Fifty Dollars ($170,050) as stated in the fiscal year Cash Control Record document plus all Program Income accrued during the fiscal year. Reimbursement to TOWN may be denied or retained, in part or in full, by COUNTY in the event of TOWN’S non-compliance with PROGRAM regulations, rules, laws or conditions. Substantial non- compliance includes by way of example, but is not limited to, incomplete documentation of expenses, failure to submit adequate documentation of PROGRAM progress as described in Section III, paragraph B.2, of this Contract, failure to provide and maintain an accounting system that is in conformance with gene rally accepted accounting principles (“GAAP”), 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 TOWN substantial non-compliance prior to exercising any recourse authorized herein, COUNTY will initiate the following procedure: 1. Notify the TOWN Coordinator in writing of the alleged substantial non-compliance and request an immediate meeting between TOWN Coordinator and COUNTY OSH Program Manager to resolve issue(s). If issue(s) is(are) not resolved satisfactorily within thirty (30) days, notify TOWN Manager in writing requesting an immediate meeting between TOWN Manager, TOWN Coordinator and COUNTY OSH Program Manager to resolve the issue(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; 3. Review the procedure to be followed pursuant to Section VI. C. of this Contract (CONTRACT COMPLIANCE, Corrective Action Procedure); and 4. 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 TOWN Manager. 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 “D” 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 Governments,” 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 OSH Program Manager to supervise the progress and performance required by this Contract. All services performed by COUNTY will be at the overall direction of the OSH Program Manager. _____________________________________________________________________________________________________________________ County of Santa Clara Page 9 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 B. TOWN has designated Bobby Gonzalez, to serve as TOWN CDBG Program Coordinator for this project, and TOWN Manager Laurel Prevetti (or assignee approved by the TOWN Council) assumes overall responsibility for the progress and performance of this Contract. TOWN will immediately notify the COUNTY in writing, of the appointment of a new TOWN CDBG Program Coordinator, or a new TOWN Manager (or assignee approved by the TOWN Council). C. NOTICES. All notices or other correspondence required or contemplated by this Contract must be sent to the parties at the following addresses: COUNTY: County of Santa Clara Housing and Community Development Office of Supportive Housing 3180 Newberry Drive, #150 San Jose, CA 95118 TOWN: Laurel Prevetti, TOWN Manager TOWN of Los Altos 70 North First Street, TOWN Hall Los Altos, CA 95008 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. VI. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROGRAM performance is the mutual responsibility of COUNTY and TOWN, with the understanding that HUD looks to COUNTY as the sole responsible party for meeting PROGRAM requirements. TOWN will furnish data, statements, records, information and reports to 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 TOWN fails to comply with any provision of this Contract, COUNTY has the right to terminate this Contract or to require corrective action to enforce compliance with such provision. Such enforcement authority is pursuant to these Contract terms and in accordance with the p rovisions of 24 CFR 85.43. Examples of non-compliance include but are not limited to: 1. If any material misrepresentation of any nature is made or represented in any information, document, material or data furnished to COUNTY by or through the TOWN in connection with the PROGRAM (regardless of TOWN’s intent or knowledge). 2. If there is pending litigation with respect to the performance by TOWN of any of its duties or obligations under this Contract which may materially jeopardize or adversely affect t he undertaking of or the _____________________________________________________________________________________________________________________ County of Santa Clara Page 10 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 carrying out of the PROGRAM. The TOWN and COUNTY may negotiate a reinstatement of this Contract following termination or conclusion of such litigation. 3. If TOWN has taken any action pertaining or related to the PROGRAM or this Contract, which action required COUNTY approval, and such approval was not obtained before the action was taken. 4. If TOWN is in default pursuant to any provision of this Contract. 5. If TOWN makes improper use of CDBG Funds. 6. If TOWN 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 TOWN pursuant to this Contract, may give TOWN notice of COUNTY’S intention to consider corrective action to enforce compliance utilizing the Corrective Action Procedure outlined below. Such notice will indicate the nature of the non-compliance and the procedure whereby TOWN will have the opportunity to participate in formulating any corrective action recommendation. The Corrective Action Procedure contemplated herein is as follows: 1. COUNTY OSH Program Manager and TOWN Manager will negotiate a time frame and course of action for correcting the non-compliance; 2. TOWN will provide COUNTY with a written plan and time frame for correcting the non - compliance issue(s), subject to COUNTY approval. Such plan must be submitted by TOWN to COUNTY within thirty (30) days of the initial non-compliance meeting between TOWN and COUNTY; 3. TOWN must initiate the corrective action procedure within sixty (60) days of the initial non - compliance meeting between the COUNTY OSH Program Manager and the TOWN Coordinator (COUNTY, at its sole discretion, may extend this time line for extenuating circumstances); 4. COUNTY will have the right to require the presence of TOWN officers at any hearing or meeting called for the purpose of considering corrective action; 5. TOWN has the right to appeal all findings of non-compliance, and subsequent corrective action, with both the COUNTY Board of Supervisors and HUD; and, 6. County reserves the right to seek any and all other remedies (equitable or other) available to it under the law. In the event that TOWN does not implement the corrective action recommendations in accordance with the corrective action timetable as approved by COUNTY, COUNTY may suspend paym ents hereunder, terminate this Contract and/or exercise any other right or remedy available to it under the law. VII. TERMINATION A. Termination for Cause. COUNTY may terminate this Contract by providing written notice stating the date of termination, to TOWN for any of the following reasons: _____________________________________________________________________________________________________________________ County of Santa Clara Page 11 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 1. Uncorrected Contract non-compliance identified by COUNTY pursuant to Section VI. B which has not been addressed or resolved within the time frame provided for in the COUNTY -approved corrective action plan; 2. If TOWN is in bankruptcy or receivership; 3. If the TOWN or a member of TOWN’S Executive Management staff is found to have committed fraud in connection with or related to the PROGRAM; 4. If the COUNTY determines or has reason to believe that there is reliable evidence that TOWN is unable to effectively operate the PROGRAM or operate the PROGRAM in accordance with all requirements and obligations; or, 5. If TOWN is in violation of any material term or condition of this Contract. B. Termination for Convenience. In addition to the COUNTY’S right to terminate for cause as set forth in Section VII above, either COUNTY or TOWN may suspend or terminate this Contract for any reason upon mutual consent by giving thirty (30) days prior written notice to the other part y. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued and all payments to TOWN immediately discontinued and terminated. C. In addition to the COUNTY’S right to terminate for cause set forth in Section VII, either COUNTY or TOWN 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, TOWN will: 1. If termination is for convenience, be reimbursed for all documented allowable costs and expenses incurred in connection with the PROGRAM up to the date of such termination. COUNTY shall be obligated to compensate TOWN 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 TOWN or its subcontractors, if any, in connection with this Contract. Such materials shall become property of COUNTY. TOWN, however, shall not be liable to COUNTY for COUNTY’S use of incomplete materials or for COUNTY’S use of completed documents if used for reasons not otherwise provided for or contemplated under the terms of this Contract; and 3. Transfer to the COUNTY any CDBG Funds on hand and any accounts receivable attributable to the use of the CDBG Funds. All assets acquired with the CDBG Funds shall b e 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, TOWN will immediately provide COUNTY access to all documents, records, payroll, minutes of meetings, correspondence, and all other data pertaining to the CDBG Funds. _____________________________________________________________________________________________________________________ County of Santa Clara Page 12 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 VIII. PURCHASING REAL OR PERSONAL PROPERTY A. TOWN and COUNTY must comply with all applicable federal regulations as detailed by 24 CFR Part 570, Subpart J, i.e. Sections 570.500 (Definitions), 570.503 (Agreements with Subrecipients), 570.504 (Program Income), and 570.505 (Use of Real Property) and all other applicable laws as amended from time to time, with regards to the use and disposal of Real or Personal Propert y 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. B. 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 © (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). C. Security Document. As a condition precedent to COUNTY granting funds for the purchase of real property or an option to purchase real property, TOWN will prepare and require its subrecipient(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. D. Grants. If a grant is provided for the acquisition of real property, TOWN will require its subrecipient(s) to continually operate its project or activity funded or supported with CDBG Funds for a minimum period of six (6) years from the effective date of this Contract . This obligation will survive the termination or expiration of all TOWN contracts 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 para graph. If this obligation is not fully met, TOWN may be required to reimburse the COUNTY for all CDBG Funds. The COUNTY may consider, but will not be limited by, the following factors in calculating the CDBG Fund reimbursement obligation: initial grant sum; the duration of the initial contractual obligation to operate the PROGRAM versus the actual duration of operation; and the appreciated value. E. Relocation, Acquisition, and Displacement. TOWN agrees to comply with 24 CFR 570.606 and all other applicable laws and regulations 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 or indirect result of any acquisition or disposition of real property utilizing or supported with the use of CDBG funds. _____________________________________________________________________________________________________________________ County of Santa Clara Page 13 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 TOWN agrees to comply with all applicable state and federal laws, County Ordinances, Resolutions and Policies concerning or related to the displacement of individuals from their residences or h omes. IX. PROGRAM INCOME A. Income generated from activities carried out with CDBG Funds 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. TOWN must quarterly report all program income generated by activities carried out with CDBG funds made available under this Contract. By way of further limitations, TOWN 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 r eturned to the COUNTY at the end of the Contract Term with the exception of Rehabilitation Loan payments. X. INDEPENDENT CONTRACTOR A. 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 TOWN and COUNTY. TOWN, 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. XI. ASSIGNABILITY – THIRD PARTY CONTRACTORS A. None of the work or services to be performed hereunder may be assign ed, delegated or subcontracted to third parties without the prior written approval of COUNTY. Copies of all third party contracts must be submitted to COUNTY at least ten (10) days prior to the proposed effective date of each third party contract. In the event COUNTY approves of any such assignment, delegation or sub-contract, the subcontractors, assignees and delegates will be deemed to be employees of TOWN, and TOWN 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 TOWN, person, partnership or any other entity without the prior written approval of COUNTY. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION A. COUNTY and TOWN agree to maintain the confidentiality of any information regarding existing, former or prospective applicants for services offered by the PROGRAM pursuant to this Contract or their immediate families which may be obtained through application forms, interviews, tests, r eports 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 Clara Page 14 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 XIII. HOLD HARMLESS A. In addition to the indemnity obligations set forth in Exhibit F, “Insurance Requirements,” TOWN warrants and represents that it shall and will indemnify, save and hold harmless the COUNTY, its employees, agents, and officials, members of boards and commissions, for, from and against any and all claims, costs, settlements, litigation expenses, actions, suits, attorneys’ fees, allegations, charges, direct and indirect damages, injuries, illnesses, deaths, and judgments whatsoever (collectively, the “Claims”) arising out of or relating to (a) TOWN’s negligence or intentional acts or omissions, (b) TOWN’s breach or violation of any term or condition of this Contract, (c) TOWN’s failure to comply with any applicable law, or (d) the failure of the TOWN’s PROGRAM or its subrecipient(s) failure (for TOWN) to comply with applicable laws, ordinances, codes, regulations or decrees. XIV. WAIVER OF RIGHTS AND REMEDIES A. In no event will any payment by COUNTY constitute or be construed to be a waiver by COUNTY of any breach or violation of the requirements, obligations, covenants, conditions or any other provisions of this Contract or any default which may then exist on the part of TOWN, and the making of any such payment while any such breach, violation or default exists will in no way impair or prejudice any right or remedy available to COUNTY with respect to such breach, violation or default. In no event will payment to TOWN by COUNTY in any way constitute a waiver by COUNTY of its rights to recover from TOWN the amount of money paid to TOWN on any item which is not eligible for payment from the PROGRAM or this Contract or any other right. XV. NON-DISCRIMINATION A. TOWN 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. TOWN will not discriminate against any subcontractor, employee, or applicant for employment beca use 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 tra ining including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor will TOWN discriminate in provision of services provided under this contract 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. When using CDBG Funds, this non-discrimination provision must be included in TOWN’s contracts with its subrecipients and vendors, in subrecipients' contracts with third parties, in promissory notes and in grant agreements. 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 _____________________________________________________________________________________________________________________ County of Santa Clara Page 15 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 agreement in writing of the parties hereto by and through the parties authorized representatives. Amendments will not invalidate this Contract, nor relieve or release the COUNTY or the TOWN from its obligations under this Contract. TRANSFER OF FUNDS: A. During the Contract Term, TOWN may choose to transfer funds within the PROGRAM described in Exhibits “A through G.” Fund transfers exceeding $30,000 as well as new projects or activities added to TOWN’s PROGRAM, require TOWN and COUNTY’s Board approval. New projects must be the same or similar in kind of the activity that was originally approved by the Board of Supervisors and TOWN Council. XVII. INTEGRATED DOCUMENT- JOINT POWERS AGREEMENT A. This Contract, in conjunction with the Santa Clara County CDBG Joint Powers Agreement (JPA), contains the entire agreement between COUNTY and TOWN 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. NON-SMOKING POLICY A. 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 -owned 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. 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. 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” (Project Description, Performance Measurements, and Budget), Exhibit “B” (Payment to TOWN), Exhibit “C” (General Block Grant Conditions), Exhibit “D” (Assurances), Exhibit “E” (Declaration of Contractor), Exhibit “F” (Insurance Requirements), and Exhibit “G” (Cash Control Record). C. The persons signing below are duly authorized to execute this Contract. D. Those terms that by their nature should survive termination, expiration or cancellation of this Contract, shall so survive. \\ \\ \\ _____________________________________________________________________________________________________________________ County of Santa Clara Page 16 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 \\ IN WITNESS WHEREOF, the parties have executed this as indicated below. TOWN OF LOS ALTOS COUNTY OF SANTA CLARA: By: _____________________________ By:___________________________________ Laurel Prevetti, TOWN Manager Jeffrey V. Smith, County Executive Date: _____________ Date: ____________ ___________________________________ TOWN Clerk Date APPROVED AS TO FORM AND APPROVED AS TO FORM AND LEGALITY: LEGALITY: ____________________________________ __________________________________ TOWN Attorney Date Christopher Cheledon Date Lead Deputy County Counsel _____________________________________________________________________________________________________________________ County of Santa Clara Page 17 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 EXHIBIT A SCOPE OF SERVICES OUTCOMES and MEASURMENTS BUDGET FY 17/18 Contract No. LG-18-41 Grant Amount: $214,537 _________________________________________________________________________________________ CONTACT INFORMATION: PROJECT NAME: Bachman Park Sidewalk and Ramps CDBG COORDINATOR: Bobby Gonzalez Phone: _______________E-mail: ________________ PROJECT CONTACT _________________________Phone: _______________ E-Mail:_______________ LOCATION OF PROJECT: Unless otherwise indicated, the Grant Services specified will be offered at the following location(s): Site Name Site location: Bachman Park, Los Gatos, CA PROJECT DESCRIPTION: Los Gatos: Bachman Park: CDBG funds are to be used specifically to replace and repair sections of the existing pathway with a wider pathway, which will improve access and mobility to all park user, especially seniors and severely disabled adults Additionally, the wheelchair access ramps will be updated so that access points to the park can be improved. Construction improvements include sidewalk ramps, cut-outs for curbs. _____________________________________________________________________________________________________________________ County of Santa Clara Page 18 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 EXHIBIT A-1 PERFORMANCE MEASUREMENTS ______________________________________________________________________________________ NATIONAL OBJECTIVES (check one):  Provide Decent Affordable Housing  Create a Suitable Living Environment, or  Create Economic Opportunities This Activity will serve (check those that apply): Low Moderate Income Benefit:  Low Moderate Income Clientele (LMC) (45.99% of the beneficiaries of an activity have to be LMI persons)  Low Moderate Limited Clientele (LMI) (activity is designed for exclusive use by a segment of the population presumed by HUD to be LMI persons. Examples: severely disabled adults, migrant farm workers, seniors)  Low Moderate Area Benefit (LMA) (Area where at least 45.99% of the residents are LMI persons)  Low Moderate Income Housing Activities (LMH) (rental units and rehab)  Public Improvements: Site improvements of any kind that are made to property that is in public ownership are considered to be a “public improvement” eligible for assistance under this category, except construction of new housing. One other notable exception, this category does NOT authorize expenditures for “buildings for the general conduct of government” , except funds may be used to remove building materials and architectural barrier that restrict the mobility and accessibility of elderly or severely disabled adults. How will the National Objective be met? _____________________________________________________________________________________________________________________ County of Santa Clara Page 19 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 UNDUPLICATED PARTICIPANTS. Proposed total number of unduplicated participants to be served by this Projec t: _____ For purposes of this Agreement, UNDUPLICATED PARTICIPANTS shall be defined as participants who receive more than one service offered by this project, and at least once a year, but who may not be counted more than once in that year. Objective 1 Outcomes: Total # To Be Served Performance Indicator (check) Clients or Population Estimated per Quarter ___ Housing Units ___ People ___ Households 1 2 3 4 Objective 2 (if applicable) Outcomes: Total # To Be Served Performance Indicator (check) Served (Goals) per Quarter ___ Housing Units ___ People ___ Households 1 2 3 4 BUDGET COST CATEGORIES DIRECT COSTS Personnel Expenses Dollar Amount CONSTRUCTION COSTS Dollar Amount OTHER (Type In) Dollar Amount Staff #1 Appraisal Staff #2 Engineering Expenses Staff #3 Architectural/Design Expenses Acquisition of Land or Facility Construction Costs/Rehab Davis Bacon / Labor Standards Add In Category: TOTAL: _____________________________________________________________________________________________________________________ County of Santa Clara Page 20 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 EXHIBIT B PAYMENTS TO TOWN A. Payments: COUNTY agrees to pay TOWN for the performance of the services, work, and duties, subject to and performed in connection with this Agreement, a sum of money not to exceed the amount set forth in this Agreement. Such sum shall be paid by COUNTY to TOWN on a reimbursement basis for services actually performed by TOWN and for eligible costs actually incurred by and paid by, pursuant to this Agreement, for the cost categories appearing in this section. No sum shall be paid until COUNTY receives a Reimbursement Request (RR) request for the Project on a quarterly basis, for approved invoices submitted pursuant to this Contract. The RR form must be accompanied by a request for reimbursement on TOWN letterhead. Requests for reimbursement will be made quarterly via the City Data Grants Management website at www.TOWNdataservices.net and specifying in detail the services performed by, and the costs incurred by and paid by TOWN during the period for which payment is requested. Any Program Income received by the TOWN shall reduce total allowable payments by the same amount. "Program Income" is defined as income or earnings received by TOWN which are directly generated from the use of CDBG funds (as defined at 24 CFR 570.500(a)). It shall be reported by TOWN to COUNTY on a monthly basis. Any Program Income on hand when this Agreement expires or terminated or any Program Income received after this Agreement expires or terminates, shall be promptly paid to COUNTY. Payment to TOWN will be made within thirty (30) calendar days of receipt by COUNTY of all such required statements and supporting documents, including but not limited to, paid invoices, provided that the items on such statements and supporting data for which payment is requested can properly be pai d under this Agreement, HUD regulations OMB A-122 applicable to the program, and the COUNTY-HUD Grant Agreement, as the same may from time to time be amended. In making such determination, COUNTY may rely upon the certification by TOWN that the items appearing on said statement and supporting data are eligible items for payment under this program and Agreement, and such determination by COUNTY shall in no way constitute a waiver by COUNTY of its right to recover from the amount of any money paid to on an y item which is not eligible for payment under the program and this Agreement. The total amount of such payments to be made to TOWN shall be distributed in the following manner for each month during the course of the Project. Any amendments to a line ite m in the approved budget must receive prior written approval from the Office of Affordable Housing. B. Reporting Requirements.  Quarterly Progress Reports. At the end of each quarter, TOWN shall report the CDBG and or HOME number of UNDUPLICATED PARTICIPANTS/BENFICIARIES and results of productivity measures, and  A Narrative Report. A narrative detailing results of the outcome measures. The report at a minimum shall include: 1. A description of how the activities being provided under this grant contribut e to meeting performance measures stated in the contract. _____________________________________________________________________________________________________________________ County of Santa Clara Page 21 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 C. Reporting Schedule. All required reports shall be submitted to the CDBG office no later than TEN (10) calendar days after the end of the first, second, and third quarters and no later than SEVEN (7) calendar days after the end of the fourth quarter. CONTRATOR agrees to submit quarterly progress reports via the TOWNData Grants Management website at www.TOWNdataservices.net. D. Reimbursement Requests (RR). Project will be reimbursed on a quarterly basis, for approved invoices submitted pursuant to this Contract. Requests for reimbursement will be made quarterly via the TOWNData Grants Management website at www.TOWNdataservices.net . E. Personnel: The Personnel Expenses section of the CDBG Reimbursement Request (Expense Summary) should include only fringe benefits and salary actually paid to employees during the month being reported. Salary accrued or earned but not paid out during the month should not be listed. The exception to this is the final pay period of June; because salary earned during this last pay period will likely be paid out in July (of the following program year), this accrued salary may be included on the June Reimbursement Request (Expense Summary). F. Reallocating of Project Funds. On a monthly basis, COUNTY shall review the monthly expenditures if any, for services performed and costs incurred by TOWN provided in this Exhibit. If such review reveals that the monthly expenditures in any such month for the Project as a whole or any cost category thereof, is below the total amount allocated under this Agreement for the total Project or cost category thereof for such month, COUNTY may reallocate the amount of such under spending. In the case of under spending in a cost category, COUNTY may reallocate unspent amount into another cost category of the Project. In the case of underspending in the Project as a whole, COUNTY may reallocate unspent amount to another community development project. COUNTY shall, before reallocating, give TOWN ten (10) days’ written notice of its intention to reallocate funds. Such notice shall include a copy of COUNTY’s monthly expenditure review for the Project and statement of its reasons for such reallocation. COUNTY shall make its final determination with respect to reallocation only after TOWN has been given an opportunity to present its views and recommendations with respect to such contemplated reallocation. In no event, however, shall COUNTY be bound to accept TOWN’S views or recommendations with respect to such contemplated recycling. If the expenditures by TOWN in any month, for the Project or any cost category thereof, exceed the total amount allocated to the Project or any cost category thereof, COUNTY may terminate non-salary expenditures for the Project for such period of time as is necessary to bring expenditures into conformance with this Agreement. G. Reallocation of Budget. Cost Category Funds are subject to the rules of the County’s Reallocation Guidelines. _____________________________________________________________________________________________________________________ County of Santa Clara Page 22 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract EXHIBIT C GENERAL BLOCK GRANT CONDITIONS SECTION 1. GENERAL GRANT CONDITIONS. Definitions. As used herein, "HUD" means United States Department of Housing and Urban Development. "Project Area" for the purposes of this EXHIBIT C means the Urban County. Compliance with Applicable Federal Regulations . TOWN shall comply with the provisions of 24 CFR 570, Subpart J and K, describing other program requirements, and the provisions of 24 CFR 85, relating to the un{form administrative requirements in the acceptance and use of Federal funds. Applicable Federal Civil Rights Laws and Executive Orders. In providing the services and work set forth in this Agreement, TOWN will carry out its work in a manner that will permit full compliance by. COUNTY and strict adherence by TOWN with the following: Title VI of the Civil Rights Act of 1964, which provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance; and The Housing and Community Development Acts of 1974 and 1977 , as amended, which provide that no person in the United States shall be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available pursuant to said acts; and Title VIII of the Civil Rights Act of 1968 (The Fair Housing Act) which prohibits discrimination in the sale, rental, and financing of housing and the provision of brokerage services because of race, color, religion, sex, sexual orientation, actual or perceived gender identity, national origin, handicap, or familial status; and Executive Order 11063, as amended by Executive Order 12259, which provides for equal opportunity in housing and related facilities provided by federal financial assistance. This order and its implementing regulations require the Department of Housing and Urban Development to take all actions necessary to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental or other disposition of residential property assisted with Federal loans, advances, grants or contributions; and Executive Order 11246, (as amended by Executive Orders 11375 and 12086 and further amendments) Equal Opportunity Under HUD Contracts and HUD-assisted Construction Contracts, which requires that S and TOWNs, and their subcontractor, agree not to discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, sexual orientation, actual or perceived gender identity, or national origin; and, _____________________________________________________________________________________________________________________ County of Santa Clara Page 23 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract Section 3 of the Housing and Community Development Act of 1968, Pertaining to Employment Opportunities for Lower-Income Persons (12 U,S,C, 1701u), requires that, to the greatest extent feasible on projects financed by HUD, a TOWN must: 1.Provide opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project, are given to persons with household income that is at or below 80% of the median income for San Jose Metropolitan Statistical Area defined by the Secretary of HUD residing within the San Jose metropolitan area, Where feasible, priority should be given to residents within the service area of the Project or the neighborhood in which the Project is located who have household income that is at or below 80% of the median income for San Jose Metropolitan Statistical Area (MSA as defined by the Secretary of HUD, and to participants in other HUD programs who have household income that is at or below 80% of the median income for the San Jose Metropolitan Statistical Area; and 2.Award contracts for work undertaken in connection with housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for persons residing within the metropolitan area in which the CDBG-funded Project is located and have household income that is at or below 80% of the median income for San Jose Metropolitan Statistical Area as defined by the Secretary of HUD, Where feasible, priority should be given to business concerns that provide economic opportunities to residents within the service area or the neighborhood in which the Project is located who have household income that is at or below 80% of the median income for San Jose Metropolitan Statistical Area as defined by the Secretary of HUD, and to participants in other HUD programs who have household income that is at or below 80% of the median income for that area; and 3.Self-certify whether they are a Section 3 business, employs Section 3 residents, or subcontracts with business that provide opportunities to low-income persons when an award of $200,000 or more of HUD funding is provided for housing rehabilitation, housing construction, or other public construction projects, and/or $100,000 or more to subcontractors; and 4.At a minimum, provide documentation on federal compliance, reporting and outreach efforts; and Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published which specify that no otherwise qualified individual shall, solely by reason of his or her handicap, be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance; and The Age Discrimination Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect which provides that no person shall be excluded from participation, denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving Federal assistance; and occupants must be issued certain notices on a timely basis. The Plan also required the one-for-one replacement _____________________________________________________________________________________________________________________ County of Santa Clara Page 24 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract The requirements relating to Minority-Owned and Women-Owned Business Enterprises set forth in Executive Order No. 11625 of October 13, 1971, 36 Fed. Reg. 19967, as amended by Executive Order No, 12007 of August 22, 1977, 42 Fed. Reg. 42839; and Executive Order No. 12432 of July 14, 1983, 48 Fed. Reg., 32551; and Executive Order No. 12138 of May 18, 1979, 44 Fed. Reg. 29637, a TOWN must exercise affirmative outreach efforts when soliciting bids for service or construction when the Federal funds received by the TOWN or subcontractor exceeds $10,000 and when the TOWN or subcontractor is a for-profit organization/business; and the Uniform Federal Accessibility Standards set forth in 24 CFR, Part 40, Appendix A; and Americans with Disabilities Act of 1990 (ADA), which prohibits discrimination on the basis of disability in employment and in public accommodations and commercial facilities and defines the range of conditions that qualify as disabilities, and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. It further provides that discrimination includes a failure to design and construct facilities for first occupancy no later than January 26, 1993, that are readily accessible to and usable by individuals with disabilities. Further the ADA requires the removal of architectural barriers and communication barriers that are structural in nature in existing facilities where such removal is readily achievable - that is easily accomplishable and able to be carried out without much difficulty or expense; and The provisions of 24 CFR Part 24, relating to the employment, engagement of services, awarding of contracts, or funding of any TOWN or sub during any period of debarment, suspension or placement in ineligibility status; and Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et. seq.) This law provides that any grant under section 106 shall be made only if the TOWN certifies to the satisfaction of the Secretary of HUD that the TOWN will, among other things, affirmatively further fair housing; and Section 109 of Title I of the Housing and Community Development Act of 1974 , as amended (42 U.S.C. 5301 et. seq., particularly 42 U.S.C. 6101 ets. seq., and 29 U.S.C. ~94) and further amendments, which mandates that no person on the grounds of race, color, national origin, sex, sexual orientation, actual or perceived gender identity, age or religion shall be excluded from participation, denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with CDBG funds; and Architectural Barriers Act of 1968 requires that federally funded buildings and other facilities, as defined in 24 CFR 40.2 and 40 CFR 101-19.602(2), to be designed, constructed, or altered in accordance with standards that insure accessibility to, and use by, physically handicapped people. Relocation and Real Property Acquisition. TOWN shall comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA) and 24 CFR 570.606(b); and (b) the requirements of 24 CFR 570.606(c) governing the Residential Antidisplacement and Relocation Assistance Plan (Plan) under section 104(d) of the HCD Act. Under the URA and the Plan, the TOWN must provide relocation assistance to persons (families, individuals, businesses, non-profit organizations and farms) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-assisted project. All property _____________________________________________________________________________________________________________________ County of Santa Clara Page 25 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract of any occupied or vacant occupiable low/moderate-income housing that is demolished or converted to another use in connection with a CDBG-assisted project. Finally, the Plan requires the identification of the steps that will be taken to minimize displacement. Political Reform Act. TOWN shall comply with the applicable provisions of the Political Reform Act of 1974, as amended, relating to conflicts of interest (codified at California Government Code Section 87000) TOWN will promptly advise COUNTY of the facts and circumstances concerning any disclosure made to it or any information obtained by it relating to conflicts of interest. Flood Disaster Protection. Notwithstanding any other provision of this Agreement, TOWN shall comply with the Flood Disaster Protection Act of 1973, as amended (P.L. 93-234), and the standards issued thereto. No portion of the moneys to be paid to TOWN pursuant to this Agreement shall be used for acquisition or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by the Secretary of HUD as having special flood hazards which is located in an area not in compliance with the requirements for participation in the National Flood Insurance Program pursuant to Section 201(d) of said Act; and the use of any of said moneys for such acquisition or construction in such identified areas in communities then participating in the National Flood Insurance Program shall be subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act. Any contract or agreement for the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Secretary of HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001, ~., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a) of the Flood Disaster Protection Act of 1973, as amended. Such provisions shall be required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. Equal Employment Opportunity. In providing the work and services herein specified, TOWN shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. TOWN shall take action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. TOWN shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or the COUNTY setting forth the provisions of this nondiscrimination clause. TOWN shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin. TOWN shall incorporate the foregoing requirements of this paragraph in all of its contracts for program work, and will require all of its contractors for such work to incorporate such requirements in all subcontracts for program work. _____________________________________________________________________________________________________________________ County of Santa Clara Page 26 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract Prohibition of and Elimination of Lead-Based Paint Hazard. Notwithstanding any other provision, TOWN agrees to comply with the regulations issued by the Secretary of HUD set forth in 24 CFR 570.608 and all applicable rules and orders issued thereunder which prohibit the use of lead-based paint in residential structures undergoing federally assisted construction or rehabilitation and require the elimination of lead-based paint hazards. Every contract or subcontract, including painting, pursuant to which such federally assisted construction or rehabilitation is performed, shall include appropriate provisions prohibiting the use of lead- based paint. Compliance With Clean Air and Water Acts. This Agreement is subject to 42 U.S.C. 1857, and 33 U.S.C. 1251 et see1., and the regulations issued pursuant thereto. Therefore, TOWN agrees as follows: TOWN stipulates that any facility to be utilized in the performance of any nonexempt contract or subcontract is not listed on the List of Violating Facilities issued by the Environmental Protection Agency (EPA) pursuant to 40 CFR 15.20; TOWN agrees to comply with all the requirements of Section 114 of the Clean Air Act, as amended, (42 U.S.C. 1857c-8) and Section 308 of the Federal Water Pollution Control Act, as amended, (33 U.S.C. 1318) relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said Sections 114 and 308, and all regulations and guidelines issued thereunder; TOWN stipulates that as a condition for the award of the contract prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities; TOWN agrees that criteria and requirements in subparagraphs (a) through (d) of this section 1.09 will be included in every non-exempt subcontract and TOWN shall take such action as the COUNTY or HUD requires as a means of enforcing such provisions. In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1) of the Clean Air Act or Section 309(c) of the Federal Water Pollution Control Act. Federal Labor Standards Provisions. Except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) families, and all S engaged under contracts in excess of Two Thousand Dollars ($2,000) for the construction, completion or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with HUD requirements pertaining to such contracts and the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 3, 5 and 5a, governing the payment of wages and the ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under such regulations are imposed by state or local law, nothing hereunder is intended to relieve of its obligation, if any, to require payment of the higher rates. shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of 29 CFR 5.5 and for such contracts in excess of Twenty Five Thousand Dollars ($25,000), 29 CFR 5a.3. _____________________________________________________________________________________________________________________ County of Santa Clara Page 27 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract TOWN shall not award any contract or subcontract which is otherwise in compliance with this Agreement to any person or subcontractor who is at the time ineligible under the provisions of any applicable regulations of the Department of Labor to receive an award of such contract. Nondiscrimination Under Title VI of the Civil Rights Act of 1964 . under this Agreement shall be subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, TOWN shall require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in the use of occupancy of such land or any improvements erected or to be erected thereon, and providing that and the United States are beneficiaries of and entitled to enforce such covenant. , in providing the services and work it is to provide, pursuant to this Agreement, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. Interest of Certain Federal Officials. No member of, or Delegate to, the Congress of the United States, and no Resident Commissioner, shall be admitted to any share or part of this Agreement or to any benefit arising from same. Conflict of Interest. Under 24 CFR Part 570.66, no officer, employee or agent of COUNTY or TOWN who exercises any functions or responsibilities with respect to the CDBG Program or to the services and work to be performed by TOWN pursuant to this Agreement, during such officer’s, employee’s or agent’s tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. TOWN shall incorporate or cause to be incorporated in every contract required to be in writing a provision prohibiting such interest pursuant to the purposes of this section. Prohibition Against Payments of Bonuses or Commissions. The assistance provided under this Agreement Shall not be used in the payment of any bonus or commission for the purpose of obtaining HUD approval of the application for such assistance, or HUD approval of applications for additional assistance, or any other approval or concurrence of HUD required under this Agreement, Title I of the Housing and Community Development Acts of 1974 or 1977, or HUD regulations with respect thereto; provided, however, that reasonable fees or bona fide technical, consultant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as program costs. Copyrights. If this Agreement results in a book or other copyrightable material, the author is free to copyright the work, but HUD reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and all material which can be copyrighted. Patents. Any discovery or invention arising out of or developed in the course of work aided by this Agreement shall be promptly and fully reported to COUNTY and HUD for determination by HUD as to whether patent protection on such invention or discovery will be sought and how the rights in the invention or discovery, including the rights under any patent issued thereon, shall be disposed of and administered, in order to protect the public interest. way for religious activities. _____________________________________________________________________________________________________________________ County of Santa Clara Page 28 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract Political Activity. Partisan Activity Prohibited. No funds provided in this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office; nor shall they be used to provide services, or for the employment or assignment of personnel in a manner supporting or resulting in the identification of programs conducted pursuant to this Agreement with the following: 1.Any partisan or nonpartisan political activity or any other political activity associated with a candidate, or contending faction or group, in an election for public or party office; 2.any activity to provide voters or prospective voters with transportation to the polls or similar assistance in connection with any such election; or 3.any voter registration activity. Participants employed in the administration of the CDBG Plan and/or Program, and participants whose principal employment is in connection with an activity financed by the CDBG Program or its proceeds are subject to limitation on political activities under the Hatch Act (5 U.S.C. 1502(a), 18 U.S.C. 595). All participants may take part in non-partisan activities outside working hours. b. Lobbying Prohibited. No Federal appropriated funds have been paid or will be paid, by or on behalf of the TOWN, 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. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the TOWN shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The TOWN shall require that the language of this certification be included in the award documents for all sub- awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all TOWNs shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Guidelines On Church-Related Activities. Construction or Rehabilitation of Facilities. Block grant fund recipients shall not use any funds to construct, rehabilitate, maintain, or restore religious structures (including those which may be historic properties) currently used for religious purposes. Block grant funds shall not be used to construct, rehabilitate, maintain, or restore structures or other real property owned by "pervasively sectarian" organizations. Block grant funds shall not be used to assist a religious organization in acquiring property. These prohibitions apply whether or not the property is used for religious services or instruction or is used in any other _____________________________________________________________________________________________________________________ County of Santa Clara Page 29 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract The CDBG funds may be used only for the provision of public services and not for the construction, rehabilitation or restoration of any facility owned by the religious organization where the services are to be provided. A narrow exception to this prohibition is that minor repairs may be made where such repairs (a) are directly related to the public services, (b) are located in a structure used exclusively for non-religious purposes, and (c) constitute in dollar terms a minor portion of the CDBG expenditure for the public services. Resident Aliens. (24 CFR 570.613) Certain newly legalized aliens, as described in 24 CFR Part 49, are not eligible to apply for the benefits under covered activities funded by the CDBG Program. "Covered activities" are activities meeting the requirements of 24 CFR 570.208(a) that either (1) have income eligibility requirements limiting benefits exclusively to low- and moderate-income persons, or (2) are targeted geographically or otherwise to primarily benefit low- and moderate-income persons (except for activities that benefit the public at large), and provide benefits on the basis of an application. ENVIRONMENTAL REQUIREMENTS. (24 CFR 470.604) TOWN is not allowed to incur program expenses until the COUNTY has performed an environmental review of the proposed activities, received the release of funds, and provided the TOWN with formal clearance to initiate them, along with directives for any action necessary to mitigate negative environmental impacts (24 CFR Part 58). Historic Preservation. TOWN shall not violate provisions of the Historic Preservation Act and related laws and Executive Orders. Before any commitments are made to make any physical improvements or alterations or demolition of any building, TOWN shall receive assurances from the COUNTY that the TOWN is in compliance. If TOWN receives State or COUNTY funds, TOWN shall, in the use of those State or COUNTY funds adhere to the applicable Federal laws, regulations, policies, guidelines or requirements, herein specified, only insofar as adherence thereto would not be prohibited by valid COUNTY or State laws, regulations, policies, guidelines or requirements. RECORDS, REPORTS AND AUDITS OF TOWN. Establishment and Maintenance of Records. TOWN shall maintain records, including but not limited to, books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect properly: 1. All direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred to perform this Agreement, and 2.All other matters covered by this Agreement. Such records shall be maintained in accordance with requirements now or hereafter prescribed by the COUNTY. Preservation of Records. TOWN shall preserve and make available its records: For the period of six (6) years from the date of final payment to TOWN under this Agreement; or such longer period, if any, as may be required by applicable law; or if this Agreement is completely or partially terminated, for a period of six (6) years from the date of any resulting final settlement. parent/guardian. _____________________________________________________________________________________________________________________ County of Santa Clara Page 30 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract Records to be Maintained. The TOWN shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: 1.Records providing a full description of each activity undertaken; 2.Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG Program; 3.Records required to determine the eligibility of activities; 4.Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; 5.Records documenting compliance with the fair housing and equal opportunity components of the CDBG Program; 6.Financial records as required by 24 CFR 570.502 and 24 CFR 84.21 - 28; and 7.Other records necessary to document compliance with Subpart K of 24 CFR Part 570. Examination of Records; Facilities. At any time during normal business hours, and as often as may be deemed necessary, TOWN agrees that HUD and/or COUNTY, and/or any of their respective authorized representatives shall: 1. For a period of four (4) years after final payment under this Agreement; or, for such longer period as may be required by applicable law; or 2. if this Agreement is completely or partially terminated, for a period of four (4) years from date of any resulting settlement; have access to and the right to examine TOWNS offices and facilities engaged in performance of this Agreement and all its records with respect to all matters covered by this Agreement. TOWN also agrees that HUD and/or COUNTY, or any of their respective authorized representatives shall have the right to audit, examine, and make excerpts or transcripts 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 matters covered by this Agreement. Notwithstanding anything in this Agreement to the contrary for monitoring purposes, COUNTY shall not require access to any information of TOWN mutually determined by the parties hereto to be proprietary. SECTION 2. OTHER REQUIREMENTS OF TOWN Client Data. The TOWN shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to the COUNTY monitors or their designees for review upon request. Disclosure. The TOWN understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the TOWNS or TOWN’s responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible _____________________________________________________________________________________________________________________ County of Santa Clara Page 31 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract Close-outs. The TOWN’s obligation to the COUNTY shall not end until all close-out requirements are completed pursuant to 24 CFR 570.509. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the TOWNS), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the TOWN has control over CDBG funds, including program income. Program Income. The TOWN shall report all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this Agreement. The use of program income by the TOWN shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the TOWN may use such income during the contract period for activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the COUNTY at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the COUNTY Indirect Costs. If indirect costs are charged, the TOWN will develop an indirect cost allocation plan for determining the appropriate TOWN’s share of administrative costs and shall submit such plan to the COUNTY for approval, in a form specified by the COUNTY. Hatch Act. The TOWN agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. HMIS Participation. All agencies providing homeless services in receipt of funding from the COUNTY’s CDBG Program are required to fully participate in the Homeless Management Information System ("HMIS") and work closely with the Community Technology Alliance ("CTA"), to ensure the agency has the mechanisms and staffing in place to use the system appropriately and in a timely manner. Funded agencies are required to collect demographic information on all clients served by the funded projects, the services provided, and consent to release the information to CTA and the COUNTY’S Office of Affordable Housing. Funded projects must utilize all appropriate aspects of HMIS in order to generate the statistical information required for reporting to the COUNTY on all universal and program level elements of the HUD Data Standards. These statistical reports must be generated directly out of HMIS. No adjustments to the HMIS reports will be accepted and it is therefore incumbent on the agency to ensure that the information they put into HMIS is accurate and up to date. TOWN will measure performance and outcomes relating to these funded projects through the use of the HMIS statistical data, based on the HUD data elements, or other reporting requirements as determined by the COUNTY. TOWN shall include in all outreach and marketing materials, including public websites, an affirmative statement that it will provide services or benefits to all persons, race, sex, color, age, religion, actual or perceived gender identity, sexual orientation, disability, ethnic or national origin, or familial status. _____________________________________________________________________________________________________________________ County of Santa Clara Page 32 LG-18-41 Office of Supportive Housing FY18 CDBG TOWN Contract EXHIBIT D ASSURANCES The TOWN hereby assures and certifies that it will comply with all regulations, policies, guidelines and requirements applicable to the acceptance and use of Federal funds for this Federally-assisted program and will be responsible for implementing and complying with all relevant future changes to Federal Regulations or OMB Circulars. Specifically gives assurances and certifies with respect to the PROGRAM that it is compliant with the following Regulations as defined by 24 CFR, Part 570, Subpart J; 24 CFR, Part 570, Subpart K; and will be conducted and administered in conformity with “Public Law 88.352 and Public Law 90 -284. Full text of the regulations can be located at: http://www.gpoaccess.gov/cfr/index.html 1.570.505. Use of Real Property 2.570.506. Records to be Maintained 3.570.508. Public Access to Public Records 4.570.601. Public Law 88-352 and Public Law 90-284; affirmatively furthering fair housing; Executive Order 11063, as amended by Executive Order 12259 addresses discrimination. HUD regulations implementing Executive Order 11063 are contained in 24 CFR, Part 107. 5.570.602. Section 109 of the Act addresses discrimination 6.570.603. Labor Standards 7.570.604. Environmental Standards 8.570.605. National Flood Insurance Program 9.570.606. Displacement, Relocation, Acquisition, and Replacement of Housing. 10.570.607. Employment and Contracting Opportunities 11.570.608. Lead-Based Paint 12.570.609. Use of Debarred, Suspended, or Ineligible Contractors or TOWNs 13.570.610. Uniform Administrative Requirement and Cost Principles . The COUNTY, its TOWNs, agencies or instrumentalities, shall comply with the policies, guidelines, and requirements of 24 CFR Part 85 (Common Rule), and OMB Circulars A-110 (Grants and Agreements with Non-Profit Organizations), A-122 (Cost Principles for Non-Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR, Part 24), and A-133 (Audits of Institutions of Higher Education and Other Non-Profit Institutions), as applicable, as they relate to the acceptance and use of Federal funds under this part. The applicable sections of 24 CFR, Part 85 and OMB Circular A-100 are set forth at 570.502. 14.570.611. Conflict of Interest 15.570.612. Executive Order 12372 allows States to establish its own process for review and comment on proposed Federal financial assistance programs, specifically the use of CDBG funds for the construction or planning of water or sewer facilities. 16.570.613. Eligibility Restrictions for Certain Resident Aliens 17.570.614. Architectural Barriers Act and the Americans with Disabilities Act _____________________________________________________________________________________________________________________ County of Santa Clara Page 33 LG-18-41 Office of Supportive Housing CDBG TOWN Contract FY 2017/2018 EXHIBIT E DECLARATION OF CONTRACTOR (To be completed by all Type I Contractors) This is a Type I service contract under the Board of Supervisor’s Resolution of Contracting Principles. Type I Category: Section II C.6 Explanation: Contract with other Public Agencies I am authorized to complete this form on behalf of the TOWN OF LOS GATOS. I have used due diligence in obtaining this information, and this information contained herein is complete and accurate. CONTRACT PROVISIONS TO IMPLEMENT THE TERMS OF THE RESOLUTION RE: CONTRACTING PRINCIPLES This contract is a Type I service contract, subject to the Resolution of Contracting Principles adopted by the Board of Supervisors on October 28, 1997 and subsequently amended on October 21, 2008. Accordingly, Contractor shall comply with all of the following: a. Contractor shall, during the term of this contract, comply with all applicable federal, state, and local rules, regulations, and laws. b. Contractor shall maintain financial records adequate to show that County funds paid under the contract were used for purposes consistent with the terms of the contracts. These records shall be maintained during the term of this contract and for a period of three (3) years from termination of this contract or until all claims if any, have been resolved, whichever period is longer, or longer if otherwise required under other provisions of this contract. The failure of Contractor to comply with this Section or any portion thereof may be considered a material breach of this contract and may, at the option of the County, constitute grounds for the termination and/or non-renewal of the contract. Contractor shall be provided reasonable notice of any intended termination or non-renewal on the ground of non compliance with this Section, and the opportunity to respond and discuss the County’s intended action. TOWN Manager Signature: Date Print Name: EXHIBIT F INSURANCE REQUIREMENTS FOR STANDARD CONTRACTS ABOVE $100,000 FORM B-2 Indemnity The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel emplo yed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the County under this Agreement. Insurance Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Qualifying Insurers All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager. C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent. County of Santa Clara Office of Supportive Housing FY18 CDBG Contract Exhibit F-Insurance Requirements 1 LG-18-01 D. Insurance Required 1.Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a.Each occurrence - $1,000,000 b.General aggregate - $2,000,000 i.Products/Completed Operations aggregate - $2,000,000 ii.Personal Injury - $1,000,000 2.General liability coverage shall include: a.Premises and Operations b.Products/Completed c.Personal Injury liability d.Severability of interest 3.General liability coverage shall include the following endorsement, a copy of which shall be provided to the County: Additional Insured Endorsement , which shall read: “County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.” Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements. 4.Automobile Liability Insurance For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 2 LG-18-01County of Santa Clara Office of Supportive Housing FY18 CDBG Contract Exhibit F-Insurance Requirements 4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement) For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft. 5.Workers' Compensation and Employer's Liability Insurance a.Statutory California Workers' Compensation coverage including broad form all- states coverage. b.Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence. E. Special Provisions The following provisions shall apply to this Agreement: 1.The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 2.The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self- insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self- insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self- insurance programs or self- insura nce retentions. 3.Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies. 4.The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County. County of Santa Clara Office of Supportive Housing FY18 CDBG Contract Exhibit F-Insurance Requirements 3 LG-18-01 COUNTY OF SANTA CLARA Office of Affordable Housing - CDBG Program LOS GATOS CCR PROJECT NAME County Project No. Carry Forward Amt. Roll-Over New Funding Total LOS GATOS: Los Gatos:Bachman Park (FY18)LG-18-41 0.00 0.00 $ 214,537 $ 214,537 EXHIBIT G- CASH CONTROL RECORD-LOS GATOS County of Santa Clara Office of Supportive Housing FY18-CDBG Town Contract LG-18-41