The URL can be used to link to this page

Agreement - Project Sentinel, Inc. - Tenant-Landlord Counseling and Dispute ResolutionCity of Gilroy Agreement/Contract Tracking Today’s Date: September 26, 2024 Your Name: Sandra Nava Contract Type: Other (Non-Standard contracts must be reviewed by the City Administrator prior to initiating) Phone Number: 408.846.0290 Contract Effective Date: (Date contract goes into effect) 7/1/2024 Contract Expiration Date: 6/30/2025 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Project Sentinel, Inc. Contract Subject: (no more than 100 characters) Tenant-Landlord Counseling and Dispute Resolution Contract Amount: (Total Amount of contract. If no amount, leave blank) $8,348.59 By submitting this form, I confirm this information is complete: ➢ Date of Contract ➢ Contractor/Consultant name and complete address ➢ Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢ Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢ Taxpayer ID or Social Security # and Contractors License # if applicable ➢ Contractor/Consultant signer’s name and title ➢ City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 1 4832-8653-3719v1 MBRANSON\04706083 Contract No. 2454060-58145-TLL-24-25 A G R E E M E N T THIS AGREEMENT (“Agreement”) is made and entered into on July 1, 2024, by and between the CITY OF GILROY, a Charter City in the State of California (hereinafter "CITY"), and Project Sentinel, Inc., a California non-profit public benefit corporation (hereinafter "CORPORATION"). W I T N E S S E T H WHEREAS, CITY has received Community Development Block Grant (hereinafter “CDBG”) Entitlement Program funds from the U.S. Department of Housing and Urban Development (hereinafter “HUD”) as an entitlement jurisdiction, pursuant to the provisions of Title 1 of the Housing and Community Development Act of 1974, as amended. WHEREAS, CITY has agreed to the use by CORPORATION, as a subrecipient of a portion of CITY’S CDBG Program Year (PY) 2024-2025 Entitlement, in an amount not to exceed Eight Thousand Three Hundred Forty Eight and 59/100 Dollars ($ 8,348.59 ), during the time period July 1, 2024 through June 30, 2025 for the purpose of implementing the Tenant-Landlord Counseling and Dispute Resolution Program (hereinafter "PROGRAM") as more particularly described in Exhibit A, Scope of Services, Exhibit B, Performance Measures/Numeric Goals for 2024/2025, and Exhibit C, Budget, which PROGRAM shall be operated within CITY and shall primarily benefit low and very low-income households as described herein. NOW, THEREFORE, the parties agree as follows: I. PROGRAM COORDINATION A. CITY: The City Administrator shall assign the CITY’S Community Development Director or their Designee (“CD DIRECTOR OR DESIGNEE”) to render overall supervision of the progress and performance of this Agreement by CITY. All services agreed to be performed by CITY shall be conducted under the overall direction of the CD DIRECTOR OR DESIGNEE. B. CORPORATION: As of the date hereof, CORPORATION has designated Carole Conn to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Agreement. The CITY shall be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR and the name of that EXECUTIVE DIRECTOR. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 2 4832-8653-3719v1 MBRANSON\04706083 C. NOTICES: All notices or other correspondence required or contemplated by this Agreement shall be sent to the parties at the following addresses: CITY: CITY OF GILROY Housing and Community Services Division Sandra Nava 7351 Rosanna Street Gilroy, CA 95020 Phone (408) 846-0290 CORPORATION: Carole Conn, Executive Director Name and Title of Executive Director Project Sentinel, Inc. Corporation Name 1490 El Camino Real Address Santa Clara, CA 95050 City & Zip 408-720-9888 x8100 Area Code and Phone Number All notices shall either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner shall be deemed received when delivered. Any party may change his or her address for the purpose of this section by giving ten (10) days written notice of such change to the other party in the manner provided in this section. II. TERM The term of this Agreement shall be deemed to have begun retroactively on July 1, 2024, and shall terminate on the earlier of June 30, 2025, or the date of the expenditure of the total payment provided for herein, or the termination date established pursuant to Section V.D. or Section XI. III. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION: CORPORATION shall: 1) Allow the CITY to access and review: a) CORPORATION’S Articles of Incorporation, Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 3 4832-8653-3719v1 MBRANSON\04706083 b) CORPORATION’S current Bylaws, c) Documentation of CORPORATION’S Internal Revenue Service non-profit status, d) Names and addresses of current Board of Directors of CORPORATION, and e) An adopted copy of CORPORATION’S personnel policies and procedures. 2) Report any changes in the CORPORATION’S Articles of Incorporation, Bylaws, board of directors, personnel policies and procedures, or tax- exempt status within ten (10) days to the CD DIRECTOR OR DESIGNEE. 3) Maintain no member of its Board of Directors as a paid employee, agent, or subcontractor under this Agreement. 4) Keep minutes of all regular and special meetings. 5) Comply with all provisions of California Non-Profit Corporation Law. B. Program Performance by CORPORATION: CORPORATION shall: 1) Conduct the PROGRAM within the City of Gilroy, or in such other location as is approved by CITY in writing, for the purpose of benefiting low and very low-income households within the CITY. 2) File progress reports with CITY describing the type and number of services rendered through the operation of the PROGRAM as described in Exhibit A, Section 1.06. 3) Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4) Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of such award, inform CITY within ten (10) days. 5) Include an acknowledgment of CITY funding and support on PROGRAM stationery and on all appropriate publicity and publications using words to the effect: "Funded in whole or part by a Community Development Block Grant from the City of Gilroy." 6) Use quarterly demographic data to determine where outreach efforts are needed to include underrepresented groups. 7) On all outreach, include the California Relay number 711 and TTY Number (800) 735-2929 English or (800) 855-3000 (Spanish). C. Fiscal Responsibilities of CORPORATION: CORPORATION shall: 1) Appoint and submit the name of a fiscal agent who shall be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY shall immediately be notified in writing of the appointment of a new fiscal agent and that agent's name and contact information. 2) Establish and maintain an accounting system that shall be in conformance with generally accepted principles of accounting. The Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 4 4832-8653-3719v1 MBRANSON\04706083 accounting system shall be subject to review and approval of CITY. 3) Document all PROGRAM costs by maintaining records in accordance with Section III (D)(1), below. 4) Certify insurability subject to CITY approval as outlined in Exhibit G, INDEMNIFICATION AND INSURANCE REQUIREMENTS. 5) Submit a direct cost plan or, if applicable, a HUD approved indirect cost plan to CITY for approval as described in Exhibit C. 6) 1) through 5) are express conditions precedent to any CITY CDBG funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Agreement. 7) CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION shall be required to respond to any adverse findings, which may lead to disallowed costs. The CITY’S CD DIRECTOR OR DESIGNEE shall make the final determination of disallowed costs, subject to provisions of the Executive Office of the President’s Office of Management and Budget 2 CFR Part 200. D. Records, Reports, and Audits of CORPORATION: 1) Establishment and Maintenance of Records: CORPORATION shall maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, cancelled checks, bank statements, client statistical records, personnel, property, and all other pertinent records sufficient to reflect properly (a) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Agreement or to operate the PROGRAM, and (b) all other matters covered by this Agreement. 2) Preservation of Records: CORPORATION shall preserve and make available its records to CITY until the expiration of four (4) years from either the date of submission of the Consolidated Annual Performance and Evaluation (CAPER) in which the specific activity is reported for the last time unless there are actions involving the records, or for such longer period as is required by applicable law. 3) Examination of Records & Facilities: At any time during normal business hours, and as often as HUD and/or CITY in its sole discretion deems necessary, CORPORATION agrees that HUD and/or CITY and/or any duly authorized representatives of HUD and/or CITY may, until expiration of the period of time described in Section III(D)(2) of this Agreement, have access to and the right to examine CORPORATION’S plans, offices, and facilities used in the performance of this Agreement or the operation of the PROGRAM, and all its records with respect to the PROGRAM and all matters covered by this Agreement. CORPORATION also agrees that HUD and/or CITY or any duly authorized representative thereof 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, Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 5 4832-8653-3719v1 MBRANSON\04706083 records of personnel, conditions of employment, materials and all other data relating to the PROGRAM and matters covered by this Agreement. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by HUD and/or CITY. E. Assignment and Independent Contractor Requirements: 1) This Agreement may not be assumed nor assigned to another corporation, person, partnership or any other entity without the prior written approval of CITY, which CITY in its sole discretion may deny. 2) None of the work or services to be performed hereunder shall be assigned, delegated or subcontracted to third parties without the prior written approval of CITY, which CITY in its sole discretion may deny. Copies of all third-party contracts shall be submitted to CITY at least thirty (30) days prior to the proposed effective date. In the event CITY approves any such assignment, delegation or subcontract, the subcontractors, assignees or delegates shall be deemed to be employees of CORPORATION, and CORPORATION shall be responsible for their performance and any liabilities attaching to their actions or omissions. F. Acknowledgement of Risk: 1) CORPORATION acknowledges and understands that no reimbursements will be issued until HUD and the CITY enter into a CDBG agreement. 2) Should HUD reduce the CITY’S formula allocation, CORPORATION’S grant award would be reduced proportionally. G. Compliance with Law CORPORATION shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, executive orders, regulations and decrees (together “LAWS”), including but not limited to the LAWS identified in Exhibit E, GENERAL BLOCK GRANT CONDITIONS. CORPORATION shall comply with the requirements and standards of drug- free workplace in Subpart B of part 2429, which adopts the government -wide implementation (2 CFR Part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 (Pub. L. 100-690, Title V, Subtitle D; 41 U.S.C. 701- 707), 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards Subrecipients that expend $750,000 or more in total Federal financial assistance in a fiscal year, in aggregate, from all funding sources are Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 6 4832-8653-3719v1 MBRANSON\04706083 responsible for obtaining an independent audit in accordance with the Single Audit Act of 1984 and 2 CFR 200, Subpart F, 200.501 and the following laws, ordinances, codes, regulations and decrees as required pursuant to 2 CFR Part 200, Subpart F, Appendix II (Contract Provisions for Non-Federal Entity Contracts Under Federal Awards): 1) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. 2) All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. 3) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” ( 30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. 4) Davis-Bacon Act, as amended (40 U.S.C. 3141- 3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 7 4832-8653-3719v1 MBRANSON\04706083 by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. 5) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701- 3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 6) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 7) Clean Air Act ( 42 U.S.C. 7401- 7671q.) and the Federal Water Pollution Control Act ( 33 U.S.C. 1251- 1387), as amended - Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act ( 42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended ( 33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 8) Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 ( 3 CFR part 1986 Comp., p. 189) and 12689 ( 3 CFR part 1989 Comp., p. 235), “Debarment and Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 8 4832-8653-3719v1 MBRANSON\04706083 Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 9) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 10) See § 200.323 Procurement of recovered materials 11) See § 200.216 Prohibition on certain telecommunications and video surveillance services or equipment 12) See § 200.322 Domestic preferences for procurements H. Purchasing Real or Personal Property: 1) Title to Property: Title to any personal property used in connection with the Project shall vest as follows: a) Personal property donated or purchased with other than CITY Community Development Block Grant funds shall become the property of CORPORATION or person specified by the donor or funding source; otherwise, the same shall become the property of CITY except for property and equipment as described in b). b) Personal property and equipment permanently affixed to buildings owned by CORPORATION shall become the property of CORPORATION. 2) Non-Expendable Property: Non-expendable property purchased by CORPORATION with funds provided by CITY, with a purchase price in excess of Three Hundred Dollars ($300), must be approved in advance in writing by CITY. 3) Purchase of Real Property. None of the funds provided under this Agreement shall be used for the purchase of real property, or for an option to purchase real property, unless CITY approves such purchase or option to purchase by resolution prior to the time when CORPORATION enters into a contract or option for such purchase. Approval of any such contract or option shall be processed through the PROJECT MANAGER. 4) Security Document. As a condition precedent to CITY releasing funds for the purchase of real property or an option to purchase real property, CORPORATION shall prepare and execute a promissory note, deed of trust, or other agreement restricting the use of said real property for purposes consistent with this Agreement and HUD and CDBG Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 9 4832-8653-3719v1 MBRANSON\04706083 requirements. I. PROGRAM Income. Income generated by the PROGRAM shall be retained by CORPORATION. Such income shall be used to reduce the quarterly request for funds under this Agreement, for the same purposes and activities described in Exhibit A, Program Description. All provisions of this Agreement shall apply to the use of PROGRAM income for such activities. IV. OBLIGATIONS OF CITY A. Method of Payment: During the term of this Agreement, CITY shall reimburse CORPORATION for all allowable costs and expenses incurred in connection with the PROGRAM, not to exceed the total sum of Eight Thousand Three Hundred Forty Eight and 59/100 Dollars ($ 8,348.59), except that CITY may, at any time in its absolute discretion, elect to suspend, disencumber or terminate payment to CORPORATION, in whole or in part, under this Agreement or not to make any particular payment under this Agreement based on CORPORATION'S non- compliance with the terms of this Agreement, including, but not limited to, incomplete documentation of expenses, failure to submit adequate progress reports as required herein or other incidents of non -compliance as described in Section V or any other section of this Agreement, or based on the refusal by CORPORATION to accept any additional conditions that may be imposed by HUD at any time, or based on the suspension or termination of the grant to CITY made pursuant to the Housing and Community Development Act of 1974, as amended. V. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services: Evaluation and monitoring of the PROGRAM performance shall be the mutual responsibility of both CITY and CORPORATION. CORPORATION shall furnish all data, statements, records, information, and reports necessary for CD DIRECTOR OR DESIGNEE to monitor, review, and evaluate the performance of the PROGRAM and its components. The evaluation will be based on various factors, including CORPORATION’S ability to implement and/or achieve the goals, outcomes, and objectives set forth in Exhibits A and B of this Agreement. CITY shall have the right to contract with an outside agent to assist in any such evaluation. Such outside services shall be paid for by CITY. B. Contract Noncompliance: Upon receipt by CITY of any information that evidences a failure by Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 10 4832-8653-3719v1 MBRANSON\04706083 CORPORATION to comply with any provision of this Agreement, CITY shall have the right to require CORPORATION to take corrective action to attain compliance with such provision. CORPORATION shall be deemed in noncompliance with the provisions of this Agreement under circumstances including but are not limited to: 1) If CORPORATION (with or without knowledge) shall have made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the PROGRAM. 2) If there is pending litigation with respect to the performance by CORPORATION of any of its duties or obligations under this Agreement which may materially jeopardize or adversely affect the undertaking of, or the carrying out of, the PROGRAM. 3) If CORPORATION shall have taken any action pertaining to the PROGRAM, which requires CITY approval without having obtained such approval. 4) If CORPORATION is in default under any provision of this Agreement. 5) If CORPORATION makes improper use of CDBG funds. 6) If CORPORATION submits to CITY any report that is incorrect or incomplete in any material respect. C. Corrective Action Procedure: CITY in its sole and absolute discretion and in lieu of immediately terminating this Agreement upon occurrence or discovery of noncompliance by CORPORATION under this Agreement, shall have the right to give CORPORATION notice of CITY’S, intention to terminate, or consider corrective action to enforce compliance with, this Agreement. Notice to consider corrective action shall indicate the nature of the non -compliance and the procedure whereby CORPORATION shall have the opportunity to participate in formulating any corrective action recommendation. CITY shall have the right to require the presence of CORPORATION’S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. Thereafter, CITY shall forward to CORPORATION specific corrective action recommendations and a timetable for implementing these recommendations. Such timetable shall allow CORPORATION not less than five (5) nor more than sixty (60) days to comply. Following implementation of the corrective actions, CORPORATION shall forward to CITY, within the time specified by CITY, any documentary evidence required by CITY to verify that the corrective actions have been taken. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Agreement. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 11 4832-8653-3719v1 MBRANSON\04706083 D. Termination for Cause. Notwithstanding anything to the contrary contained in the foregoing, CITY may terminate this Agreement by written notice to CORPORATION, if: (a) any of the events of noncompliance listed in Section V occur or are discovered; (b) CORPORATION does not implement any recommended corrective action; (c) CORPORATION is in bankruptcy or receivership; (d) a member of the CORPORATION'S Board of Directors or the EXECUTIVE DIRECTOR is the subject of investigation for wrongdoing; or (e) evidence satisfactory to CITY indicates that CORPORATION is unable to operate the PROGRAM. Termination under this section shall be effective on the date notice of termination is delivered in accordance with Section I(C) of this Agreement or such later date as is specified in the notice. E. Conditions and Certifications Compliance The CORPORATION shall comply with the performance of all funding conditions in Exhibit E and make all certifications stated in Exhibit H of this Agreement. Failure to remove conditions in a timely manner will constitute contract noncompliance. CITY may terminate this Agreement for noncompliance and disencumber funds by written notice to CORPORATION. Termination under this section shall be effective on the date notice of termination is delivered in accordance with Section I(C) of this Agreement or such later date as is specified in the notice. VI. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION Except as required by law, CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the PROGRAM pursuant to this Agreement and any information regarding their immediate families which may be obtained through PROGRAM documents or any other source. Without the written permission of the applicant, such information shall be divulged only (1) as required by law; or (2) as necessary for purposes related to the performance or evaluation of the services and work to be provid ed pursuant to this Agreement, and then only to persons having responsibilities under this Agreement, including those furnishing services under the PROGRAM through approved subcontracts. VII. AMENDMENTS Amendments to the terms or conditions of this Agreement shall be requested in writing by the party desiring such amendment, and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 12 4832-8653-3719v1 MBRANSON\04706083 VIII. HOLD HARMLESS In addition to the indemnity set forth on Exhibit G, CORPORATION shall indemnify, defend and hold CITY, its officers, representatives, agents, and employees harmless with respect to any damages arising from: A. The failure of the PROGRAM to comply with applicable laws, ordinances, codes, regulations and decrees; or B. Any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including reasonable attorneys’ fees, to the extent arising or resulting from any work or services provided under the PROGRAM or this Agreement. IX. RIGHTS AND REMEDIES NOT WAIVED In no event shall any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Agreement or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event shall payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the PROGRAM or this Agreement. X. INTEGRATED DOCUMENT This Agreement, including Exhibits A, B, C, D, E, F, G, and H, which are attached hereto and incorporated in their entirety by this reference, contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer, agent or employee of CITY prior to or concurrent with execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. XI. TERMINATION A. In addition to CITY’S right to terminate for cause set forth in Section V, either CITY or CORPORATION may suspend or terminate this Agreement for any reason by giving thirty (30) days prior written notice to the other party. Upon delivery of such notice, performance of the services hereunder will be discontinued upon expiration of said thirty (30) day period. B. Upon termination, either under this Section XI or Section V, CORPORATION shall: 1) be paid for all documented services actually rendered to CITY prior to the date of such termination; provided, however, CITY shall be Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 13 4832-8653-3719v1 MBRANSON\04706083 obligated to compensate CORPORATION only for that portion of CORPORATION’S services which are allowable costs and expenses as determined by an audit or other monitoring device. 2) turn over to CITY immediately any and all copies of studies, reports , and other data, whether or not completed, prepared by CORPORATION or its subcontractors, if any, in connection with this Agreement. Such materials shall become property of CITY. CORPORATION, however, shall not be liable for CITY’S use of incomplete materials or for CITY’S use of complete documents if used for other than the services contemplated by this Agreement; and 3) transfer to the CITY any CDBG entitlement funds on hand and any accounts receivable attributable the use of CDBG entitlement funds. All assets acquired with CDBG entitlement funds shall be returned to the CITY. C. Upon termination of this Agreement, CORPORATION shall immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG entitlement funds granted to CORPORATION pursuant to this Agreement. XII. MISCELLANEOUS A. The captions of this Agreement are for convenience of reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. B. All exhibits attached hereto and referred to in this Agreement are incorporated herein by this reference as if set forth fully herein. C. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. This Agreement will be governed by and construed in accordance with the laws of the State of California and venue shall be proper exclusively in Santa Clara County. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG Contract 2024/2025 PY Page 14 4832-8653-3719v1 MBRANSON\04706083 IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate the day and year above written. ATTEST: CITY OF GILROY BY: Beth D. Minor Interim City Clerk Sharon Goei Community Development Director Project Sentinel, Inc. CORPORATION BY: Carole Conn Executive Director APPROVED AS TO FORM: Andrew L. Faber City Attorney Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 A-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT A CITY OF GILROY SCOPE OF SERVICES 1.01 PROGRAM. CORPORATION shall implement the Tenant-Landlord Counseling and Dispute Resolution Program (hereinafter called (“PROGRAM”) in accordance with the provisions of the grant agreement by and between the CITY and the United States Department of Housing and Urban Development (“HUD”) and all rules and regulations pertaining now and hereinafter adopted with respect to the Community Development Block Grant (“CDBG”) Program. The primary purpose of the PROGRAM is to resolve housing conflict that could lead to eviction displacement or homelessness. The program will assist low-income Gilroy tenants and housing providers resolve housing problems through information and referral, case management, and community outreach and education. 1.02 PROGRAM Area. The PROGRAM Area is the incorporated area of the City of Gilroy or in such other location as is approved by CITY in writing, for the purpose of benefitting low and very low-income households within the CITY. 1.03 Location of PROGRAM. Unless otherwise indicated, the Grant Services specified below will be offered at the following location(s): Program Name Tenant-Landlord Counseling and Dispute Resolution Street Address(es) 8339 Church Street, Suite 104 Gilroy, CA 95020 1.04 Eligibility. Eligible clients under this Agreement shall be lower income individuals of all ethnic groups residing in the City of Gilroy. Low-income is defined as household income at or below 80% of the median income for Gilroy as defined by the most current HUD income limits for Santa Clara County. CORPORATION shall document each participant’s eligibility on service specific intake sheets, which shall include client’s name, residence, gender, family size, total household income, race and ethnic data, disability data (as applicable), female head of household, client/guardian signature, date, and certification that the intake information is accurate. This PROGRAM is an eligible activity under 24 CFR 570.201(e) because it is a public service activity. This PROGRAM will meet the HUD National Objective of benefitting low- and moderate-income persons (LMI), under the limited clientele (LMC) category. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 A-2 4832-8653-3719v1 MBRANSON\04706083 Qualifying Criteria: The activity will require documentation on family size and income to document that at least 51% of the clientele are persons whose family income does not exceed HUD income limits for Santa Clara County. 1.05 Description of Services. Activity #1 Activity Name: Information and Referral Calls Activity Description: Case Manager responds to phone calls, emails, walk-ins or appointments related to questions on the rights and obligations of tenants, landlords/property managers and homeowners. The case manager explains how the law applies to the client’s situation and options for problem resolution. Referrals will be made when the client needs services outside of Project Sentinel’s scope of work. Staff will enter demographic information and nature of the problem into the agency database. Activity #2 Activity Name: Case Management Activity Description: Case Manager opens a case and records all actions taken to provide the requested service. Service includes in depth counseling, intervention, dispute resolution, mediation or conciliation on how the law applies to the specific situation and a review of options for moving forward. The case manager may work with the disputing parties, landlord and tenant, for conciliation or may bring in a trained volunteer mediator to facilitate the dispute resolution. Activity #3 Activity Name: Community Outreach and Education Activity Description: Agency staff will distribute literature, make presentations that inform the community of the available services, educate people on their housing rights and responsibilities, and participate in the South County Collaborative. Educational literature will be available in English, Spanish, and other languages. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 A-3 4832-8653-3719v1 MBRANSON\04706083 1.06 Reporting Requirements. Quarterly Activity Reports. Detailed quarterly data is required on forms provided by the CITY. Each quarter, on or before October 10, January 10, April 10, and July 7, CORPORATION will report to the Housing and Community Services Division, a summary of the number of unduplicated participants and activity outputs. Every two quarters, on or before January 10 and on or before July 7 , CORPORATION will provide a full report on Q1-Q2 and Q3-Q4 respectively. Outcome Measure Reports. Every two quarters, on or before January 10 and on or before July 7, CORPORATION will report on outcome/performance measures for Q1-Q2 and Q3-Q4 respectively, in the activity report; CORPORATION shall also attach a separate narrative, which at the minimum shall include: 1. How do the activities being provided under this grant contribute to meeting the performance measures stated in the contract? 2. A description of how the performance measurement methodology was implemented and what information was collected to gauge the success of performance measures? 3. A description of the characteristics and size of the total population served. 4. A description of the outreach efforts your staff has employed or plans to employ to reach out to all persons without regard to race, color, religion, national origin, sex, disability, sexual orientation, gender identity, or familial status. 5. A description of any challenges encountered, during this reporting period, significantly hindering your ability to meet one or more project goals, reimbursement request deadlines and/or activity report deadlines, and any steps you have taken to resolve the issues. 6. Describe specific, tangible evidence of successes resulting from beneficiaries’ participation in this project. Reporting Schedule. The Q1 summary activity report is due on or before October 10. The full activity report for Q1 and Q2 is due on or before January 10. The Q3 summary activity report is due on or before April 10. The full activity report for Q3 and Q4 is due on or before July 7. All reports are due to City of Gilroy HCS Division. 1.07 Cost Reimbursement. PROGRAM will be reimbursed on a quarterly basis, for approved invoices submitted pursuant to this Agreement. Requests for reimbursement will be made on a form and in manner prescribed by the CITY under provisions as set forth in EXHIBIT D, entitled “PAYMENTS TO CORPORATION”. 1.08 Additional Provisions (If applicable). If the due date for a report or reimbursement request falls on a weekend or holiday, the report will be due the next business day. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 B-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT B CITY OF GILROY PERFORMANCE MEASURES/NUMERIC GOALS FOR PY 2024/2025 1.01 Unduplicated Participants. Proposed total number of unduplicated participants to be served by this PROGRAM only. For purposes of this Agreement, UNDUPLICATED PARTICIPANTS shall be defined as participants who receive services at least once a year but who may not be counted more than once in that year. CORPORATION shall retain records documenting eligibility. Such records shall include family size, total household income, female head of household, race, ethnic, disability data, and date eligibility was determined. Unduplicated Participants Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total 2 2 3 2 9 1.02 Activities and Outputs (numeric product of activities) Throughout the term of this Agreement, CORPORATION shall provide the following services below to participants during the following days and times: Program hours: Monday - Friday, 9:00 AM – 5:00 PM Other hours may be arranged by appointment. Briefly describe activity (e.g. meals, emergency shelter, etc.) and unit of service (e.g. number of meals served, number of shelter nights. Indicate the proposed quarterly output goal (e.g. # of meals, #of persons served, etc.). Activity 1: Information and Referrals Unit of Service= Each Call Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total Output Goal 22 22 22 22 88 Activity 2: Case Management Unit of Service= Each Case Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total Output Goal 2 2 3 2 9 Activity 3: Community Outreach and Education Unit of Service= Each Event Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total Output Goal 1 0 0 0 1 Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 B-2 4832-8653-3719v1 MBRANSON\04706083 1.03 Outcome Measure Statement and Measurement Methodology. Outcome Measure Statement. An outcome measure statement is an overarching measurable goal CORPORATION sets for a program. It describes the higher-level measurable impact or benefit experienced by a client as a result of participating in CORPORATION’S activity(ies). Each outcome statement must end with “as measured by ____.” CORPORATION will fill in the blank, in order to explain how it intends to measure each outcome. Examples: Outcome Measure #1: 35% of clients will find affordable housing as measured by corporation tracking the number of housing placements. Outcome Measure #2: 50% of clients will advance to the next swim level as measured by the American Red Cross guidelines. Outcome Measure #3: 40% of clients will learn job readiness skills and knowledge that will better prepare them for competing in the job market as measured by pre and post surveys. Measurement Methodology. To assess the effectiveness of the program, a comprehensive outcome measurement process must be implemented to assess whether output and outcome measures were met. Examples: Measurement Methodology #1: Corporation shall maintain sign in sheets and intake forms to collect output data on total clients served. The number of clients who were placed in affordable housing units will be divided by the total number of clients served by the program to get the actual percentage housed. Measurement Methodology #2: Corporation shall maintain daily attendance rosters and intake forms to collect output data on total clients served. Using the American Red Cross guidelines, clients’ swim level will be assessed on the first day to determine baseline. Clients will receive the appropriate swim lessons and, at the appropriate time, will be reassessed to determine if the client will advance to the next swim level. The total number of clients advancing to the next level will be divided by the total number of clients served to get the percentage advancing to the next level. Measurement Methodology #3: Corporation shall maintain intake forms to collect output data on total clients served. A pre survey will be given to each client to assess knowledge and skills at intake. A post survey will be administered to each client at the appropriate time to assess if client feels better prepared to compete in the job market as a result of the knowledge and skills gained. The total number of clients who reported Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 B-3 4832-8653-3719v1 MBRANSON\04706083 feeling better prepared to compete for a job will be divided by the total number of clients served to get the actual percentage increase. CORPORATION must list the outcome measure(s) proposed. For each outcome measure listed, CORPORATION must provide the measurement methodology (data collection and evaluation methods) to be implemented. The Quarter 2 and Quarter 4 outcome goals must be listed as a percentage (%) and each represents two quarters. Outcome Measure #1: 85% of clients will report increased awareness about options available to resolve housing disputes through Information and Referral or dispute resolution services, as measured by client’s response to an oral survey. Measurement Methodology: Oral surveys assess that the client has increased awareness about options available to resolve housing disputes and are conducted by staff at the conclusion of a call, walk-in or email. The results are recorded in the Project Sentinel database. To determine outcome compliance, the number of callers reporting increased awareness is divided by the total number of clients served. Quarter 1 Quarter 2 Quarter 3 Quarter 4 Outcome Goal: N/A 85% N/A 85% Outcome Measure #2: 30% of opened cases will be resolved with conciliated or mediated agreements, as measured by recorded case notes and outcomes. Measurement Methodology: Case notes and outcomes are entered into case management database. The Project Sentinel database provides a report on dispositions and outcomes, which includes the number of cases resolved through conciliation and mediation. To determine outcome compliance, the number of cases resolved through conciliation and mediation is divided by the number of cases opened. Quarter 1 Quarter 2 Quarter 3 Quarter 4 Outcome Goal: N/A 30% N/A 30% 1.04 CORPORATION must describe outreach efforts employed, and to be employed, to reach out to all persons without regard to race, color, religion, national origin, sex, disability, sexual orientation, gender identity, or familial status. Documentation of these efforts must be submitted along with the second and fourth quarterly performance reports. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 C-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT C CITY OF GILROY BUDGET Agency Name: Project Sentinel, Inc. Program Name: Tenant-Landlord Counseling and Dispute Resolution PROGRAM BUDGET SUMMARY (July 1 – June 30) Provide City of Gilroy grant income and expense information for services to Gilroy residents only, provided solely through this grant. Total Annual Jul. - Sept. Oct. - Dec. Jan. - Mar. Apr. - June INCOME - Gilroy Grant $8,348.59 $2,087.77 $2,085.28 $2,087.77 $2,087.77 Expenditures – Gilroy Grant Total Annual Jul. - Sept. Oct. - Dec. Jan. - Mar. Apr. - June Salaries $5,941.26 $1,485.00 $1,484.26 $1,486.00 $1,486.00 Benefits $1,100.25 $276.00 $274.25 $275.00 $275.00 Supplies Communications Printing and Advertising Travel Occupancy Utilities Insurance Equipment Rental Audit/Legal/Professional Services (for CDBG portion only) Direct Services (Specify if funding is for specific service such as meal, ride) Contractual Services, specify Other, specify (i.e. participant incentives, fingerprinting costs, etc.) Indirect Cost Rate 22% $1,307.08 $326.77 $326.77 $326.77 $326.77 Total Gilroy Grant Expenditures $8,348.59 $2,087.77 $2,085.28 $2,087.77 $2,087.77 Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 C-2 4832-8653-3719v1 MBRANSON\04706083 Attachment to Exhibit C Direct Cost Plan Agency Name: Project Sentinel, Inc. Program Name: Tenant-Landlord Counseling and Dispute Resolution Direct costs are those that can be identified specifically with a funding source. Only allowable costs in accordance with 2 CFR Part 200 are billable to the Gilroy grant. For each line-item cost listed on Exhibit B, describe the methods and procedures used by your agency to bill this grant’s costs to the City of Gilroy. Provide Cost Center/Grant Code used to track grant revenue and expenditures: Revenue Code is 42100, Expenditure Code is 504 2024/2025 grant budget line item Describe methodology used to arrive at cost billed Comments Salaries Based on employee time spent on Gilroy grant related activities. Benefits Benefits are charged proportionately based on time spent on Gilroy grant activities. Indirect Cost Rate The HUD approved indirect cost rate of 22% of salaries and wages will be charged each Quarter based on the amount of hours billed to the contract. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 D-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT D CITY OF GILROY PAYMENTS TO CORPORATION 1.01 Payments to CORPORATION. CITY agrees to pay CORPORATION 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 CITY to CORPORATION on a reimbursement basis for services performed by CORPORATION and for eligible costs actually incurred by and paid by CORPORATION, pursuant to this Agreement, for the cost categories appearing in this section. No sum shall be paid until CITY receives a statement or statements in a form approved by CITY and specifying in detail the services performed by, and the costs incurred by and paid by CORPORATION during the period for which payment is requested. Payment to CORPORATION will be made within thirty (30) calendar days of receipt by CITY 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 paid under this Agreement, HUD regulations 2 CFR Part 200 applicable to the program, and the CITY-HUD Grant Agreement, as the same may from time to time be amended. In making such determination, CITY may rely upon the certification by CORPORATION that the items appearing on said statement and supporting data are eligible items for payment under this program and Agreement, and such determination by CITY shall in no way constitute a waiver by CITY of its right to recover from CORPORATION the amount of any money paid to CORPORATION on any item which is not eligible for payment under the program and this Agreement. The total amount of such payments to be made to CORPORATION shall be distributed quarterly during the course of the PROGRAM. Any amendments to a line item in the approved budget must receive prior approval from the CITY. Requests for funds must identify the corresponding budget line item and include a certification that the CORPORATION’S financial management system complies with the standards in 2 CFR Part 200. Personnel: Total eligible payments made to CORPORATION’S employees for time worked for all positions listed in EXHIBIT A, entitled “Scope of Services”. The personnel expenses section of the Quarterly Grant Reimbursement Request 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 4th quarter Quarterly Grant Reimbursement Request. Communications: Eligible costs for telephone, telegraph, postage, and other communication costs that are essential to the operation of the PROGRAM. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 D-2 4832-8653-3719v1 MBRANSON\04706083 Contractual Services: Eligible payments for contractual expert services of a professional, scientific, or technical nature, as well as eligible payments made to CORPORATION for performing construction work or any other services which the PROGRAM does not have the capability of performing itself. Contracts or subcontracts are to be developed in conformance with the Procurement Standards in 2 CFR Part 200, and 24 CFR Part 570.502. Equipment: Eligible payments for the purchase of equipment which is defined as tangible property having a useful life of more than one (1) year, the unit cost of which is Five Thousand Dollars ($5,000) or more. All equipment purchases require prior CITY approval Equipment Rental: Eligible costs for rental of equipment defined as tangible property other than land and buildings or building improvements. Fringe Benefits: Eligible payroll-related costs of health insurance, retirement fund contributions, FICA, and other payments made on behalf of the employee. Insurance: Eligible costs of insurance and other related services. Occupancy: Eligible costs for building space used in connection with the PROGRAM, including rent, maintenance and janitorial services when included in the lease, not including fixtures, furniture, equipment, or utilities. Compensation for use of buildings may be made through use allowances or depreciation as permitted by 2 CFR Part 200. Printing and Advertising: Eligible costs for printing and duplicating services, newspaper print by contract; and newspaper advertising which is essential to the operation of the PROGRAM. Supplies: Eligible costs for consumable commodities which have a useful life of one (1) year or less, or which cost less than Five Thousand Dollars ($5,000) and which render services essential to the operation of the PROGRAM. Travel (Local): Allowable reimbursement to employees for actual automobile mileage, transportation, and all necessary and ordinary travel expenses while on official PROGRAM business within Santa Clara County. Travel (Other): Allowable reimbursement to employees for actual automobile mileage, transportation, and all necessary and ordinary travel expenses while on official PROGRAM business outside of Santa Clara County. All out-of-state travel must be approved by CITY prior to any expenditure for such travel Utilities: Eligible costs incurred for water, gas, electric, garbage and trash collection, and similar expenses. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 D-3 4832-8653-3719v1 MBRANSON\04706083 and maintenance of an equipment inventory, a copy of which must be submitted to CITY upon purchase of equipment. Audit: Eligible payments to an independent Auditor to perform an audit in accordance with 2 CFR Part 200, if required. "Eligible," as used in this Agreement, means those costs, payments, and disbursements for activities for which housing and community service grant moneys may be used pursuant to 24 CFR Part 570, Section 570.201 of the Federal Rules and Regulations for the Implementation of Title I of the Housing and Community Development Acts of 1974 and 1977, as amended, (24 CFR 570) and all other applicable rules and regulations. 1.02 Reallocating of PROGRAM Funds. On a quarterly basis, CITY shall review the expenditures if any, for services performed and costs incurred by CORPORATION provided in this Exhibit. If such review reveals that the quarterly expenditures in any such quarter for the PROGRAM as a whole or any cost category thereof, is below the total amount allocated under this Agreement for the total PROGRAM or cost category thereof for such quarter, CITY may reallocate the amount of such under spending. In the case of under spending in a cost category, CITY may reallocate unspent amount into another cost category of the PROGRAM. In the case of under spending in the PROGRAM as a whole, CITY may reallocate unspent amount to another community development PROGRAM. CITY shall, before reallocating, give CORPORATION ten (10) days' written notice of its intention to reallocate funds. Such notice shall include a copy of CITY’S quarterly expenditure review for the PROGRAM and statement of its reasons for such reallocation. CITY shall make its final determination with respect to reallocation only after CORPORATION has been given an opportunity to present its views and recommendations with respect to such contemplated reallocation. In no event, however, shall CITY be bound to accept CORPORATION'S views or recommendations with respect to such contemplated recycling. If the expenditures by CORPORATION in any month, for the PROGRAM or any cost category thereof, exceed the total amount allocated to the PROGRAM or any cost category thereof, CITY may terminate non-salary expenditures for the PROGRAM for such period of time as is necessary to bring expenditures into conformance with this Agreement. The CD DIRECTOR OR DESIGNEE may at the request of CORPORATION approve reallocation of funds from any cost category or categories to any other cost category or categories at any time provided that: (1) there is no increase in the total amount specified in this Agreement, and (2) the goals and objectives set forth in EXHIBIT B are not negatively affected. Approval by the CD DIRECTOR OR DESIGNEE of such reallocation of funds must be in writing. Any unexpended funds at the end of the term of the Agreement shall be retained by the CITY. Expenses incurred prior to July 1, 2024 or after June 30, 2025, are not eligible for reimbursement under this Agreement. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT E CITY OF GILROY GENERAL BLOCK GRANT CONDITIONS SECTION 1. GENERAL GRANT CONDITIONS. 1.01 Definitions. As used herein, “HUD” means United States Department of Housing and Urban Development. “PROGRAM Area” for the purposes of this EXHIBIT E means the City of Gilroy. 1.02 Compliance with Applicable Federal Regulations. CORPORATION shall comply with the provisions of 24 CFR 570, Subpart J and K, describing other program requirements, and the provisions of 2 CFR Part 200, relating to the uniform administrative requirements in the acceptance and use of Federal funds. 1.03 Applicable Federal Civil Rights Laws and Executive Orders . In providing the services and work set forth in this Agreement, CORPORATION will carry out its work in a manner that will permit full compliance by CITY and strict adherence by CORPORATION with the following: a. 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 b. 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 c. 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 d. 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 Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-2 4832-8653-3719v1 MBRANSON\04706083 disposition of residential property assisted with Federal loans, advances, grants or contributions; and e. 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 CORPORATION and subrecipients, 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 f. 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 programs financed by HUD, a subrecipient must: 1. ensure 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 programs, are given to persons with household income that is at or below 80% of the median income for Gilroy as defined by the Secretary of HUD, residing within the Gilroy metropolitan area. Where feasible, priority should be given to residents within the service area of the PROGRAM or the neighborhood in which the PROGRAM is located who have household income that is at or below 80% of the median income for Gilroy as defined by the Secretary of HUD, and to participants of other HUD programs who have household income that is at or below 80% of the median income for the Gilroy 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 programs to business concerns that provide economic opportunities for persons residing within the metropolitan area in which the CDBG funded PROGRAM is located and have household income that is at or below 80% of the median income for Gilroy 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 PROGRAM is located who have household income that is at or below 80% of the median income Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-3 4832-8653-3719v1 MBRANSON\04706083 for Gilroy 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, employ Section 3 residents, or subcontract with businesses 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 programs, and/or $100,000 or more to subcontractors; and 4. at a minimum, provide documentation on federal compliance, reporting and outreach efforts; and g. 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 h. 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 i. 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 subrecipient must exercise affirmative outreach efforts when soliciting bids for service or construction when the Federal funds received by the subrecipient or subcontractor exceeds $10,000 and when the subrecipient or subcontractor is a for-profit organization/ business; and j. The Uniform Federal Accessibility Standards set forth in 24 CFR, Part 40, Appendix A; and k. 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 reaso nable accommodations that must be made to assure equality of opportunity, full participation, Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-4 4832-8653-3719v1 MBRANSON\04706083 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 l. The provisions of 24 CFR Part 24, relating to the employment, engagement of services, awarding of contracts, or funding of any CORPORATION or sub during any period of debarment, suspension, or placement in ineligibility status; and m. 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 CORPORATION certifies to the satisfaction of the Secretary of HUD that the CORPORATION will, among other things, affirmatively further fair housing; and n. 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. 794) 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 o. 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 ensure accessibility to, and use by, physically handicapped people. 1.04 Relocation and Real Property Acquisition. CORPORATION 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 subrecipient 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 PROGRAM. All property occupants must be issued certain notices on a timely basis. The Plan also required the one -for-one replacement of any occupied or vacant occupiable low/moderate-income housing that is demolished or converted to another use in connection with a CDBG-assisted Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-5 4832-8653-3719v1 MBRANSON\04706083 PROGRAM. Finally, the Plan requires the identification of the steps that will be taken to minimize displacement. 1.05 Political Reform Act. CORPORATION shall comply with the applicable provisions of the Political Reform Act of l974, as amended, relating to conflicts of interest (codified at California Government Code Section 87000, et seq.) CORPORATION will promptly advise CITY of the facts and circumstances concerning any disclosure made to it or any information obtained by it relating to conflicts of interest. 1.06 Flood Disaster Protection. Notwithstanding any other provision of this Agreement, CORPORATION 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 CORPORATION 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 pa rticipating 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, et seq., 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. 1.07 Equal Employment Opportunity. In providing the work and services herein specified, CORPORATION shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin. CORPORATION 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, includ ing Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-6 4832-8653-3719v1 MBRANSON\04706083 apprenticeship. CORPORATION shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or the CITY setting forth the provisions of this nondiscrimination clause. CORPORATION 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 . CORPORATION shall incorporate the foregoing requirements of this paragraph 1.07 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. 1.08 Prohibition of and Elimination of Lead-Based Paint Hazard. Notwithstanding any other provision, CORPORATION 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. 1.09 Compliance with Clean Air and Water Acts. This Agreement is subject to 42 U.S.C. 1857, et seq., and 33 U.S.C. 1251 et seq., and the regulations issued pursuant thereto. Therefore, CORPORATION agrees as follows: a. CORPORATION 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; b. CORPORATION 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; c. CORPORATION 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; d. CORPORATION agrees that criteria and requirements in subparagraphs (a) through (d) of this section 1.09 will be included in every non -exempt subcontract and CORPORATION shall take such action as the CITY or HUD requires as a means of enforcing such provisions. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-7 4832-8653-3719v1 MBRANSON\04706083 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. 1.10 Federal Labor Standards Provisions. Except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) families, CORPORATION and all CORPORATIONS 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 b y state or local law, nothing hereunder is intended to relieve CORPORATION of its obligation, if any, to require payment of the higher rates. CORPORATION shall cause or require to be inserted in full, in all such contracts subject to such regulations, pro visions 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. CORPORATION 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. 1.11 Nondiscrimination under Title VI of the Civil Rights Act of 1964. CORPORATION 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, CORPORATION shall cause or 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 CORPORATION and the United States are beneficiaries of and entitled to enforce such covenant. CORPORATION, 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. 1.12 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. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-8 4832-8653-3719v1 MBRANSON\04706083 1.13 Conflict of Interest. Under 24 CFR Part 570.66, no officer, employee or agent of CITY or CORPORATION who exercises any functions or responsibilities with respect to the CDBG Program or to the services and work to be performed by CORPORATION 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. CORPORATION 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. 1.14 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. 1.15 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. 1.16 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 CITY 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. 1.17 Political Activity. a. 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 Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-9 4832-8653-3719v1 MBRANSON\04706083 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. 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the CORPORATION, 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. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the CORPORATION shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3. The CORPORATION shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients 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 135 2, 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. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-10 4832-8653-3719v1 MBRANSON\04706083 1.18 Guidelines on Church-Related Activities. a. 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 the property is used for religious services or instruction or is used in any other way for religious activities. b. Public Services. Block grant funds may be used for the provision of public services under the following conditions: 1. The public services provided are exclusively non-religious in nature and scope; 2. There are no religious services, proselytizing, instruction, or any other religious influences in connection with the public services; 3. There is no religious discrimination in terms of employment or benefits under the public services; and 4. 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. 1.19 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. 1.20 Environmental Requirements. (24 CFR 470.604) CORPORATION is not allowed to incur program expenses until the CITY has performed an environmental Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-11 4832-8653-3719v1 MBRANSON\04706083 review of the proposed activities, received the release of funds, and provided the CORPORATION with formal clearance to initiate them, along with directives for any action necessary to mitigate negative environmental impacts (24 CFR Part 58). 1.21 Historic Preservation. CORPORATION 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, CORPORATION shall receive assurances from the CITY that the CORPORATION is in compliance. 1.22 If CORPORATION receives state or CITY funds, CORPORATION shall, in the use of those state or CITY 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 CITY or state laws, regulations, policies, guidelines or requirements. SECTION 2. FINANCIAL OBLIGATIONS OF CORPORATION 2.01 Fiscal Responsibilities of CORPORATION. CORPORATION shall: a. Appoint and submit to CITY, the name of a fiscal agent who shall be responsible for the financial and accounting activities of the CORPORATION, including the receipt and disbursement of CORPORATION funds. b. Establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to review and approval of CITY. c. Document all costs by maintaining complete and accurate records of all financial transactions, including but not limited to contracts, invoices, timecards, cash receipts, vouchers, cancelled checks, bank statements and/or other official documentation evidencing in proper detail the nature and propriety of all charges. d. Submit to the CITY, within ten (10) days of the end of the preceding month, requests for reimbursement, together with documentation required by CITY. During quarter 4, submit within seven (7) days of the end of the preceding month. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-12 4832-8653-3719v1 MBRANSON\04706083 e. Certify insurability subject to CITY approval as outlined in EXHIBIT G entitled “INDEMNIFICATION AND INSURANCE REQUIREMENTS”. f. Submit to HUD or CITY at such times and in such forms as HUD or CITY may require, such statements, records, reports, data, and information pertaining to matters covered by this Agreement. g. Comply with 2 CFR Part 200 and adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. h. Administer all programs in conformance with 2 CFR Part 200. These principles shall be applied for all costs incurred whether charged in a direct or indirect basis. i. If indirect costs are charged, the CORPORATION will develop an indirect cost allocation plan for determining the appropriate share of CORPORATION’S administrative costs and shall submit such plan to the CITY for approval. 2.02 Records, Reports and Audits of CORPORATION. a. Establishment and Maintenance of Records. CORPORATION 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 CITY. b. Preservation of Records. CORPORATION shall preserve and make available its records: 1. for a period of four (4) years from the date of submission of the Consolidated Annual Performance and Evaluation Report (CAPER) in which the specific activity is reported for the last time; or, 2. for such longer period, if any, as may be required by applicable law; or, Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-13 4832-8653-3719v1 MBRANSON\04706083 3. if this Agreement is completely or partially terminated, for a period of four (4) years from the date of any resulting final settlement. c. Records to be Maintained. The CORPORATION 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 2 CFR Part 200; and 7. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. d. Examination of Records; Facilities. At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that HUD and/or CITY, and/or any of their respective authorized representatives shall: 1. for a period of four (4) years from the date of submission of the Consolidated Annual Performance and Evaluation Report (CAPER) in which the specific activity is reported for the last time; or, 2. for such longer period as may be required by applicable law; or, 3. 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 its plants, offices, and facilities engaged in performance of this Agreement and all its records with respect to all matters covered by this Agreement. CORPORATION also agrees that HUD and/or CITY, or any of their respective Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-14 4832-8653-3719v1 MBRANSON\04706083 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, CITY shall not require access to any information of CORPORATION mutually determined by the parties hereto to be proprietary. e. Audits: 1. Independent Audits. (a) Funds will be set aside in each agency's budget just for an independent audit. A separate line item will be established. (b) CORPORATION shall enter into an agreement with an independent public accountant certified to practice in the State of California no later than sixty (60) days before the end of this Agreement calling for an audit to be done for the entire year. The audit must be in conformance with the applicable funding source. (c) The audit must be completed and sent to CITY Housing and Community Services staff within the later of one hundred eighty (180) days of the end of this Agreement or ninety (90) days after the end of CORPORATION’S fiscal year. (d) Independent Audits. The independent fiscal audit shall conform to generally accepted governmental auditing principles and Office of Management and Budget 2 CFR Part 200." Such audits shall identify the funds received and disbursed under this Agreement. (e) For CORPORATIONS that expend $750,000 or more of Federal financial assistance in a fiscal year, in addition to conducting normal financial audit procedures, the CORPORATION'S independent public accountant certified to practice in the State of California shall perform tests to ascertain that: (i) Expenditures submitted for reimbursement are allowable under 2 CFR Part 200; (ii) Expenditures are in compliance with the grant agreement between the CITY and CORPORATION; and (iii) Applicable laws and regulations. Further, the independent public accountant certified to practice in the Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-15 4832-8653-3719v1 MBRANSON\04706083 State of California shall render an opinion as to whether the Expenditures complied with the Single Audit Act of 1984 and 2 CFR Part 200, Subpart F, Appendix II (Contract Provisions for Non-Federal Entity Contracts Under Federal Awards). (iv) Funds may be set aside in CORPORATION’S budget in an amount equal to CITY’S fair share of CORPORATION’S cost of Single Audit, if required, with prior approval from the agency. The audit must include the following components: a. Balance Sheet or Statement of Financial Position; b. Statement of Support, Revenue and Expenses, and Changes in Fund Balances or Statement Activities; c. Statement of Functional Expenses; d. Schedule of Expenditures of Federal Awards; e. Independent Auditor’s Report on the Financial Statement and Schedule of Expenditures of Federal Awards; f. Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters; g. Auditor’s Report on Compliance with Requirements Applicable to Major Programs and on Internal Control over Compliance; h. Schedule of Findings and Questioned Costs; i. Summary of Schedule of Prior Audit Findings. j. Corrective Action Plan; k. Data Collection Form; l. Communication of Internal Control Related Matters Identified in an Audit (Management Letter) from Auditor (if one was issued) 1. CORPORATION shall also submit to the agency a written management response to the findings of the Internal Control Matters. (v) CORPORATIONS that are not required under the Single Audit Act to submit reports in conformance with the requirements of 2 CFR Part 200, Subpart F, Appendix II (Contract Provisions for Non-Federal Entity Contracts Under Federal Awards) shall submit an audit performed in accordance with Generally Accepted Auditing Standards and submit reports which conform to Generally Accepted Accounting Principles and that includes the following components: a. Balance Sheet or Statement of Financial Position; b. Statement of Support, Revenue, and Expenses, and Changes in Fund Balances or Statement Activities; Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-16 4832-8653-3719v1 MBRANSON\04706083 c. Statement of Functional Expenses; d. Statement of Auditor’s Report; e. Communication of Internal Control Related Matters Identified in an Audit (Management Letter) from Auditor 1. CORPORATION shall also submit to the agency a written management response to the findings of the Internal Control Matters. (f) For CORPORATIONS that expend more than $750,000 of financial assistance in a fiscal year, the audit shall identify in a Schedule of Governmental Financial Assistance, the gross amounts of grants obtained by CORPORATION from all governmental sources, the periods covered by the grants, and the grant contract or identification number(s), if any, under which funds were received and disbursed by CORPORATION during the audited fiscal year. In addition, the Schedule of Governmental Financial Assistance shall show the amount disbursed under each grant during the audited fiscal year, including the amount received and disbursed under this Agreement. (g) CORPORATION’S independent public accountant certified to practice in the State of California shall perform reviews of CORPORATION’S internal control systems and CORPORATION’S compliance with applicable laws, regulations, and requirements of this Agreement. (h) Should CORPORATION not enter into an agreement with an independent public accountant certified to practice in the State of California, or should an audit not be done on a timely basis, CITY, at its sole discretion, may enter into an agreement with an independent public accountant certified to practice in the State of California to perform the audit. The independent public accountant shall be certified to practice in the State of California and shall issue a report on the financial statements and the Schedule of Governmental Financial Assistance, a report on the study and evaluation of internal controls and a report on CORPORATION compliance. The three reports may be bound into a single report or presented at the same time as separate documents. 2. City Audits. CITY may perform an independent audit. Such audits may cover program as well as fiscal matters. CORPORATION will be afforded an opportunity to respond to any audit findings and have the Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-17 4832-8653-3719v1 MBRANSON\04706083 responses included in the final audit report. Costs of such audits will be borne by CITY. 3. Disallowed Costs. CORPORATION is liable for repayment of disallowed costs as determined by CITY, in its sole discretion, and/or HUD. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION shall be afforded the opportunity to respond to any adverse findings which may lead to disallowed costs. CD DIRECTOR OR DESIGNEE shall make the final determination of disallowed costs, subject to provisions of 2 CFR Part 200 and applicable HUD regulations. SECTION 3. OTHER REQUIREMENTS OF CORPORATION 3.01 Client Data. The CORPORATION 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 CORPORATION monitors or their designees for review upon request. 3.02 Disclosure. The CORPORATION 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 CORPORATION’S or subrecipient’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 parent/guardian. 3.03 Close-outs. The subrecipient’s obligation to the CORPORATION 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, balances, and accounts receivable to the CORPORATION), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the subrecipient has control over CDBG funds. 3.04 Program Income. N/A 3.05 Indirect Costs. If indirect costs are charged, the subrecipient will develop an indirect cost allocation plan for determining the appropriate subrecipient’s share of administrative costs and shall submit such plan to the CORPORATION for approval, in a form specified by the CORPORATION. 3.06 Use and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-18 4832-8653-3719v1 MBRANSON\04706083 of 2 CFR Part 200, 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The subrecipient shall transfer to the CORPORATION any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement or such longer period of time as the CORPORATION deems appropriate. If the subrecipient fails to use CDBG -assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the subrecipient shall pay the CORPORATION an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. The subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five (5)-year period or such longer period of time as the CORPORATION deems appropriate. 3. Equipment not needed by the subrecipient for activities under this Agreement shall be (a) transferred to the CORPORATION for the CDBG Program or (b) retained after compensating the CORPORATION an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment. 3.07 Hatch Act. The subrecipient 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. 3.08 HMIS Participation. All agencies providing homeless services are required to fully participate in the Homeless Management Information System (“HMIS”) and ensure that the CORPORATION 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 PROGRAM, the services provided, and consent to release the information to the HMIS Administrator and the CITY’S Housing and Community Services Division. Funded PROGRAM must utilize all appropriate aspects of HMIS in order to generate the statistical information required for reporting to the CITY 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. CITY Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 E-19 4832-8653-3719v1 MBRANSON\04706083 will measure performance and outcomes relating to the funded PROGRAM through the use of the HMIS statistical data, based on the HUD data elements, or other reporting requirements as determined by the CITY. The CITY will request from the HMIS Administrator, acknowledgement of the recipient agencies’ certificate of compliance with HUD privacy and security standards, acknowledgement of use of the Shelter Point program, and statistics on the percentage of Universal and Top-Level Program data captured. 3.09 Language Access Plan (LAP). CORPORATION shall fully implement and comply with the Language Access Plan (“LAP”) as approved by CITY to ensure that limited English proficient clients have equal access to community programs and services. 3.10 CORPORATION 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, color, religion, national origin, sex, disability, sexual orientation, gender identity, or familial status. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 F-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT F CITY OF GILROY EMPLOYEE/VOLUNTEER CLEARANCE VERIFICATION If CORPORATION provides services involving minors, and as a City- approved method of complying with the provisions contained in this Agreement, CORPORATION shall conduct a criminal background check through the database of the California Department of Justice and an FBI criminal database or equivalent national database as approved in writing by CORPORATION’S liability insurance provider, on each of its employees and volunteers who have supervisory or disciplinary authority over minors. CORPORATION shall also comply with the provisions of the Child Abuse and Neglect Reporting Act, California Penal Code Section 11164 et. seq. Additionally, CORPORATION certifies to the following: 1. Any and all personnel employed or retained by CORPORATION in conducting the operations of CORPORATION’S program shall be qualified to perform the duties assigned to them by CORPORATION. CORPORATION agrees that CORPORATION shall not at any time allow its employees or volunteers to be in any position with supervisory or disciplinary authority over minors, if they have been convicted of any offense identified in California Public Resources Code Section 5164 (copy attached). CITY and CORPORATION understand that results of background checks on minors may be confidential under state law. Therefore, all employees or volunteers must be at least 18 years of age if they are to be in a position having supervisory or disciplinary authority over any minor. If CORPORATION intends to have employees or volunteers under the age of 18 providing services under this Agreement, CORPORATION shall maintain and make available to CITY, if requested, guidelines, procedures or policies, that safeguard and ensure that no employees or volunteers under the age of 18 will be providing services under this Agreement unsupervised and further, CORPORATION shall ensure that none of its employees or volunteers under 18 years of age have any supervisory or disciplinary authority over any minor, as such term is used in California Public Resources Code Section 5164. 2. CORPORATION shall be responsible for ensuring that no person who has supervisory or disciplinary authority over minors, who is paid or unpaid by CORPORATION shall be permitted to provide services unless appropriate background checks, including fingerprints, have been performed prior to the beginning of services under this Agreement, and the person meets the standards set forth above. If requested by CITY, and to the extent allowed by law, CORPORATION shall promptly provide documentation listing each person that has provided or is providing services hereunder involving supervision or disciplinary authority over minors and certifying that the CORPORATION has conducted the proper background check on such person or persons, and each of the named persons is legally permitted to perform the services described in this Agreement. Regardless of whether such documentation is requested or delivered Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 F-2 4832-8653-3719v1 MBRANSON\04706083 by CORPORATION, CORPORATION shall be solely responsible for compliance with the provisions of this Section. 3. That no person paid or unpaid by CORPORATION shall be permitted to provide services requiring contact with children or providing food concessionaire services or other licensed concessionaire services in that area, unless CORPORATION has complied with the TB testing requirements set forth in Section 5163 of the California Public Resources Code (copy attached), verifying that the person or persons has provided evidence/verification of a negative TB skin test reading less than two (2) years old (if newly hired) or within four (4) years (if current employee) of the date of execution of this Agreement and every four (4) years thereafter, if the term of this Agreement exceeds four (4) years. For persons with a positive TB skin test reading, a physician’s medical clearance must be obtained prior to services being provided as specified above. CORPORATION shall keep on file each “Certificate” of clearance for the persons described above and shall also make available a copy of each Certificate to CITY, if requested and allowed by law. “Certificate” means a document signed by a licensed examining physician and surgeon or a notice from a public health agency or unit of the tuberculosis association which indicates freedom from active tuberculosis. 4. CORPORATION understands that if services are rendered on a school site, there may be additional requirements that may apply including without limitation, requirements under the California Education Code. CORPORATION acknowledges that it is CORPORATION’S sole responsibility to comply with all applicable laws, regulations and licensing requirements in CORPORATION’S provision of services hereunder. I, the CORPORATION by signing below verify that I have read and agree to the above: Signature Date Executive Director Title Project Sentinel, Inc. Please Print or Type Name of Organization Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B 9/27/2024 CDBG 2024/2025 F-3 4832-8653-3719v1 MBRANSON\04706083 CALIFORNIA PUBLIC RESOURCES CODE SECTION 5164 5164. (a)(1) A county or city or city and county or special district shall not hire a person for employment, or hire a volunteer to perform services, at a county or city or city and county or special district operated park, playground, recreational center, or beach used for recreational purposes, in a position having supervisory or disciplinary authority over any minor, if that person has been convicted of any offense specified in paragraph (2). (2)(A) Violations or attempted violations of Section 220, 261.5, 262, 273a, 273d, or 273.5 of the Penal Code, or any sex offense listed in Section 290 of the Penal Code, except for the offense specified in subdivision (d) of Section 243.4 of the Penal Code. (B) Any felony or misdemeanor conviction specified in subparagraph (C) within ten (10) years of the date of the employer’s request. (C) Any felony conviction that is over ten (10) years old, if the subject of the request was incarcerated within ten (10) years of the employer’s request, for a violation or attempted violation of any of the offenses specified in Chapter 3 (commencing with Section 207) of Title 8 of Part 1 of the Penal Code, Section 211 or 215 of the Penal Code, wherein it is charged and proved that the defendant personally used a deadly or dangerous weapon, as provided in subdivision (b) of Section 12022 of the Penal Code, in the commission of that offense, Section 217.1 of the Penal Code, Section 236 of the Penal Code, any of the offenses specified in Chapter 9 (commencing with Section 240) of Title 8 of Part 1 of the Penal Code, or any of the offenses specified in subdivision (c) of Section 667.5 of the Penal Code, provided that no record of a misdemeanor conviction shall be transmitted to the requester unless the subject of the request has a total of three (3) or more misdemeanor convictions, or a combined total of thr ee (3) or more misdemeanor and felony convictions, for violations listed in this Section within the ten -year period immediately preceding the employer’s request or has been incarcerated for any of those convictions within the preceding ten (10) years. (b)(1) To give effect to this Section, a county or city or city and county or special district shall require each such prospective employee or volunteer to complete an application that inquires as to whether or not that individual has been convicted of any offense specified in subdivision (a). The county or city or city and county or special district shall screen, pursuant to Section 11105.3 of the Penal Code, any such prospective employee or volunteer, having supervisory or disciplinary authority over any minor, for that person’s criminal background. (2) Any local agency requests for Department of Justice records pursuant to this subdivision shall include the prospective employee’s or volunteer’s fingerprints, which may be taken by the local agency, and any other data specified by the Department of Justice. The request shall be made on a form approved by the Department of Justice. No fee shall be charged to the local agency for requesting the records of a prospective volunteer pursuant to this subdivision. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 F-4 4832-8653-3719v1 MBRANSON\04706083 CALIFORNIA PUBLIC RESOURCES CODE SECTION 5163 5163. (a) No person shall initially be employed in connection with a park, playground, recreational center, or beach used for recreational purposes by a city or county in a position requiring contact with children, or as a food concessionaire or other licensed concessionaire in that area, unless the person produces or has on file with the city or county a certificate showing that within the last two (2) years the person has been examined and has been found to be free of communicable tuberculosis. (b) Thereafter, those employees who are skin test negative shall be required to undergo the foregoing examination at least once each four (4) years for so long as the employee remains skin test negative. Once an employee has a documented positive skin test which has been followed by an X-ray, the foregoing examination is no longer required, and a referral shall be made within thirty (30) days of the examination to the local health officer to determine the need for follow - up care. “Certificate” means a document signed by the examining physician and surgeon who is licensed under Chapter 5 (commencing with Section 2000) of Division 2 of the Business and Professions Code, or a notice from a public health agency or unit of the tuberculosis association which indicates freedom from active tuberculosis. 5163.1. The examination shall consist of an approved intradermal tuberculosis test, which, if positive, shall be followed by an X-ray of the lungs. Nothing in Sections 5163 to 5163.2, inclusive, shall prevent the governing body of any city or county, upon recommendation of the local health officer, from establishing a rule requiring a more extensive or more frequent examination than required by Section 5163 and this Section. 5163.2. The X-ray film may be taken by a competent and qualified X-ray technician if the X-ray file is subsequently interpreted by a licensed physician and surgeon. 5163.3. The city or county shall maintain a file containing an up-to-date certificate for each person covered by Section 5163. 5163.4. Nothing in Section 5163 to 5163.3, inclusive, shall prevent the city or county from requiring more extensive or more frequent examinations. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 G-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT G CITY OF GILROY INDEMNIFICATION AND INSURANCE REQUIREMENTS Indemnification of Liability, Duty to Defend A. As Respects Professional Liability: As to professional liability, to the fullest extent permitted by law, CORPORATION shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CORPORATION or CORPORATION’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. B. As Respects Other Liability: As to other liability, to the fullest extent permitted by law, CORPORATION shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CORPORATION or CORPORATION’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Insurance CORPORATION shall obtain prior to commencement of the performance of the terms of this Agreement, pay for, and maintain until completion of this Agreement, the following types of Insurance Policies. These Insurance Policies must cover at least the following, which are minimum coverages and limits. I. Comprehensive General Liability Insurance including the following: Commercial Liability Insurance on a per occurrence basis with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof 1. Premises Operations (including completed operations if the exposure exists) 2. Broad Form Blanket Contractual 3. Personal Injury coverages A, B and C, delete exclusion "C" Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 G-2 4832-8653-3719v1 MBRANSON\04706083 a. All coverages must have a minimum of $ 1,000,000.00 Combined Single Limit II. Comprehensive Auto Policy to cover: 1. Owned 2. Non-Owned 3. Hired Auto CORPORATION shall maintain auto coverage for owned, non-owned, and hired automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, death to any person, and damage to property, including loss of use. If corporation certifies that they do not have any owned, non-owned or hired auto usage associated with this Agreement, then coverage for these elements can be waived, however, if at any time the CORPORATION utilizes owned, non- owned or hired autos then this coverage is mandatory. No Project Sentinel representative will use or drive an owned vehicle associated with any activity covered under the Agreement. III. Errors or Omissions coverage for attorneys and paralegals with a minimum limit of $250,000.00 per occurrence Combined Single Limit with no more than $1,000 deductible per occurrence. (Where scope of services provides for attorneys and paralegals) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $250,000 per occurrence or claim, and $500,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CORPORATION must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 G-3 4832-8653-3719v1 MBRANSON\04706083 IV. Medical Malpractice Insurance: Minimum limits of $ N/A per occurrence with no greater deductible than $1,000 per occurrence. This is to cover all medical staff associated with the CORPORATION, such as, but not limited to, doctors, nurses, and paramedical. (Where scope of services provides for medical staff) V. Workers’ Compensation coverage with the statutory limit of liability and $1,000,000.00 employer's liability. CORPORATION agrees to provides workers’ compensation insurance for CORPORATION’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising out of any injury, disability, or death of any of CORPORATION’S employees. VI. Additional Insured Endorsement: On all required insurance the following endorsement must be a part of each Insurance Policy except the Professional Liability Insurance and the Workers Compensation Insurance. CITY OF GILROY, ITS OFFICERS, REPRESENTATIVES, AGENTS, AND EMPLOYEES VII. Thirty (30) days’ notice of cancellation or reduction in coverage of any nature must be given to the CITY. VIII. The insurance policies must be endorsed to show that they are primary, and any other valid and collectible insurance the CITY may have will be excess only. IX. All insurance policies must be satisfactory to the CITY. Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 H-1 4832-8653-3719v1 MBRANSON\04706083 EXHIBIT H City of Gilroy Community Development Block Grant CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an 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. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, ``Disclosure Form to Report Lobbying,'' in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients 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. Statement for Loan Guarantees and Loan Insurance The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B CDBG 2024/2025 H-2 4832-8653-3719v1 MBRANSON\04706083 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 commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, ``Disclosure Form to Report Lobbying,'' in accordance with its instructions. Submission of this statement 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 statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature Date Executive Director Title Project Sentinel, Inc. Name of Organization Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B 9/27/2024 1490 El Camino Real  Santa Clara, California 95050  408-720-9888  info@housing.org  www.housing.org Project Sentinel Carole Conn Project Sentinel 1490 El Camino Real Santa Clara, CA 95050 Date: 9/13/24 City of Gilroy Housing and Community Services 7351 Rosanna St. Gilroy, CA 95020 Subject: Insurance Coverage for Owned Autos To Whom it May Concern, No Project Sentinel representatives will use or drive any owned vehicle associated with any activity covered under Contract No. 2454060-58145-TLL-24-25 and Contract No. 2454060-58145-FH-24-25. Sincerely, Carole Conn, Executive Director Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/22/2024 (WC)Heffernan Insurance Brokers 1350 Carlback Avenue Walnut Creek CA 94596 Gabriella Bell 925-934-8500 925-934-8278 gabrielab@heffins.com License#:0564249 Nonprofits Insurance Alliance of California 11845 PROJSEN-01 Oak River Insurance Company 34630ProjectSentinel 1490 El Camino Real Santa Clara CA 95050 Hartford Fire Insurance Company 19682 961718763 A X 1,000,000 X 500,000 20,000 1,000,000 2,000,000 X X Sexual Miscondct Y Y 2024-00610 7/1/2024 7/1/2025 2,000,000 Sexual Misconduct 1,000,000 A 1,000,000 X X Y Y 2024-00610 7/1/2024 7/1/2025 A X X 2,000,0002024-00610-UMB 7/1/2024 7/1/2025 2,000,000 B XPRWC5402517/1/2024 7/1/2025 1,000,000 1,000,000 1,000,000 C A A Crime Employee Theft Professional Liability Cyber Liability 57BDDID7926 2024-00610 AB-6793694-02 7/1/2024 7/1/2024 1/21/2024 7/1/2025 7/1/2025 1/21/2025 Limit $6450 $1,000,000 OCC $1,000,000 OCC Deductible $500 $2,000,000 AGG $1,000,000 AGG Certificate Holders is/are included as an additional insured and primary on the General Liability and Automobile Liability policies per the attached endorsements, if required.Waiver of Subrogation is included on General Liability and Automobile Liability policies per the attached endorsement,if required.Cancellation notice endorsement on the General Liability policy is attached. The City of Gilroy,its officers,representatives,agents and employees are included as an additional insured with respects to the General Liability policy per the attached endorsement,if required.Waiver of Subrogation is included on Workers Compensation policy per the attached endorsement,if required. City of Gilroy -Attn:HCS 7351 Rosanna St. Gilroy,CA 95020 Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B Endorsement Effective: Policy No.: Insured: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No.: Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job Description All CA Operations Oak River Insurance Company PRWC540251 350.00 07/01/2024 Docusign Envelope ID: F589AD9F-6CA9-4653-B673-87883F45654B