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R2020-191.1 2020-12-14RESOLUTION NO. R2020-191.1 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into an amended Sub -Grantee Agreement with LiftFund Houston, increasing the amount from $800,000.00 to $857,000.00, for the purpose of providing recovery assistance to eligible Pearland for -profit businesses that have experienced economic losses due to COVID-19. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND3 TEXAS: Section 1. That certain amended Sub -Grantee Agreement by and between the City of Pearland and LiftFund Houston, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an amended Sub -Grantee Agreement with LiftFund Houston. PASSED, APPROVED and ADOPTED this the 14t" day of December, A.D., 2020. ATTEST: l�R i J I /'iL RV/11V, I RIVI V, I.ilVll� CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY CORONAVIRUS RELIEF FUND . 1st Amended SUBAWARD AGREEMENT between THE CITY OF PEARLAND, TEXAS and LIFTFUND THIS AGREEMENT, originally entered into to be made effective on the 29t" day of September 2020, first amended on December 14, 2020, by and between the City of Pearland (herein called the "Subrecipient" and/or "City") and LiftFund (herein called the "Subawardee"). WHEREAS, the Subrecipient has applied for and received funds from the Texas Division of Emergency Management (TDEM) Coronavirus Relief Fund (CRF) in response to and towards the recovery from the COVID-19 Coronavirus pandemic; WHEREAS, the Subawardee has stated its intention to ensure the completion and compliance with federal, State and local requirements, to document compliance with applicable Coronavirus Relief Fund terms and conditions, in addition to the federal Uniform Administrative Requirements (UAR) as set forth in 2 CFR Part 200; WHEREAS, the Subawardee shall ensure recognition of the role of the Subrecipient in providing services through this contract, prominently labeling all activities, facilities, and items utilized pursuant to this contract recognizing the source of funds as City of Pearland Coronavirus Relief Fund (CRF); WHEREAS, a separate agreement is in place between the Subawardee and Pearland Economic Development Corporation (PEDC) for the purpose of covering administrative costs associated with the scope of work herein, with a Memorandum of Understanding (MOU) in place for the purpose of fortifying the coordination of efforts between the Subawardee, Subrecipient and PEDC; and WHEREAS, the primary purpose of the CRF, pursuant Section 601(d) of the Social Security Act, as added by Section 5001 of the Coronavirus Aid, Relief, and Economic Security Act (CARES) is to cover expenses that: 1. are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); 2. were not accounted for in the budget most recently approved as of March 27, 2020 for the state or local government; and 3. were incurred during the period that begins on March 1, 2020 and ends on December 30, 2020. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed between the parties hereto that: A. ACtIVItI@S City of Pearland, Texas Page 1 of 20 15t Amended CRF Subawardee Agreement Expenses associated with the provision of economic support in connection with the COVID-19 public health emergency, as described in Exhibit A.1 (attached), such as: Activity #1: Expenditures related to the provision of grants to small businesses to reimburse the costs of business interruption caused by required closures and negative impact to revenue for small businesses of at least 10%, due to the COVID-19 pandemic. Activity #2: Expenditures related to a State, territorial, local, or Tribal government payroll support program. The Subawardee is required to administer the financial, programmatic and regulatory compliance measures necessary for Coronavirus prevention, response and/or recovery as an independent contractor, and not as an officer, agent, servant or employee of the Subrecipient. B. Performance Monitoring The Subrecipient will monitor the performance of the Subawardee against goals and performance standards as stated above. Substandard performance as determined by the Subrecipient will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subawardee within a reasonable period of tirne after being notified by the Subrecipient, suspension or termination procedures will be initiated. C. Special Conditions CARES Act regulations in Section 601(d) of the Social Security Acf are applicable. The Subawardee is hereby advised to consider these rules when adIII inistering these funds and others speced for COVlD-19/Coronavirus pandemic response and recovery. Type of Project: LiftFund COVID-19/Coronavirus Business Economic Recovery. Project Location: City of Pearland — Brazoria County Service Area 1: City of Pearland within Brazoria County Basic Eligibility Citation: Section 501 (d) —Social Security Act; Section 5001 —CARES Act Amount Funded: $857,000 The term of this Agreement is October 1, 2020 through January 31, 2021. City of Pearland, Texas Page 2 of 20 151 Amended CRF Subawardee Agreement The Subawardee shall submit such reports as required by the City to meet its local obligations and its obligations to TDEM. The City will prescribe the report format, as well as the time and location for submission of such reports. Required reports include, but are not limited to the following: A. Quarterly reports which shall include the progress made to date, or justification for lack of progress, in providing the services specified in Article 1, Section 1: Scope of Services, of this Agreement. B. Quarterly reports on demographic and income information regarding persons assisted by the Subawardee through this Agreement. C. Closeout reports including a final performance report, inventory of all property acquired or improved by CRF funds, and final financial report, upon termination or completion of the award. A. General Statement The City shall reimburse and/or advance the Subawardee allowable costs for activities identified in this Agreement not to exceed Eight Hundred Thousand Dollars ($800,000), upon presentation of properly executed reimbursement or financial encumbrance forms provided and approved by the City. Such reimbursement shall constitute full and complete payment by the City under this Agreement. Allowable costs shall mean those necessary and proper costs identified in the Subawardee's application and budget and approved by the City unless any or all such costs are disallowed by the State of Texas or the U.S. Treasury. B. Payments Reimbursement request must be submitted to the City of Pearland in accordance with instructions to be provided to the Subawardee under separate cover. Payments may be contingent upon certification of the Subawardee's financial management system in accordance with the standards specified in applicable sections of 2 CFR 200. Reimbursement payments shall be made to: LiftFund. Drawdowns for the payment of allowable casts shall be made against the line item budgets specified in Paragraph C, below, herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph C and in accordance with performance, funded by the Pearland Economic Development Corporation separately from this Agreement. The Subawardee may have the option of requesting an advance for certified encumbered and anticipated expenditures, not to exceed 20 percent of the entire allocation. Upon advance of funds, related encumbrances must transact as actual expenditures prior to additional advances for financial encumbrances being made to the Subawardee. An encumbrance is defined as a posted, committed allocation of business recovery funds to an eligible business beneficiary, meeting all of the qualifications and requirements of the program, that has been certified by the Subawardee as a valid, eligible expense in accordance with this Agreement. City of Pearland, Texas Page 3 of 20 1 st Amended CRF Subawardee Agreement Line Item Amount: Business Recovery and Reimbursement Expenditures $857,000 TOTAL $857,OQ0 In addition, the Subrecipient may require a more detailed budget breakdown than the one contained herein, and the Subawardee shall provide such supplementary budget information in a timely fashion in the form and content prescribed by the Subrecipient. Any amendments to the budget must be approved in writing by both the Subrecipient and the Subawardee. D. Closeout Upon termination of this Agreement, in whole or in part for any reason including completion of the project, the following provisions may apply: 1. Upon written request by the Subawardee, the City shall make or arrange far payments to the Subawardee of allowable reimbursable costs not covered by previous payments; 2. Disposition of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Subrecipient); 3. The Subawardee shall submit within thirty (30} days after the date of expiration of fihis Agreement, all financial, performance and other reports required by this Agreement, and in addition, will cooperate in a program audit by the City or its designee; and 4. Closeout of funds will not occur unless all requirements are met and all outstanding issues with the Subawardee have been resolved to the satisfaction of the City. The Subawardee's obligation to the Subrecipient shall not end until all closeout requirements are completed. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subawardee has control over CRF funds, including program income. All casts shall be supported by properly executed payrolls, time records, invoices, vouchers or other official documentation, as evidence of the nature and propriety of the charges. All accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible, and upon reasonable notice, the City, TDEM and the U.S. Treasury shall have the right to audit the records of the Subawardee as they relate to the Agreement and the activities and services described herein. The Subawardee shall also: A. Maintain an effective system of internal fiscal control and accountability for all CRF funds and praperiy acquired or improved with CRF funds, and make sure the same are used solely far authorized purposes. B. Keep a continuing record of all disbursements by date, check number, amount, vender, description of items purchased and line item from which the money was expended, as reflected in the Subawardee's accounting records. City of Pearland, Texas Page 4 of 20 1 s1 Amended CRF Subawardee Agreement C. Maintain payroll, financial, and expense reimbursement records for a period of five (5) years after receipt of final payment under this Agreement. D. Permit inspection and audit of its records with respect to all matters authorized by this Agreement by representatives of the City, TDEM or the U.S. Treasury at any time during normal business hours and as often as necessary. E. Inform the City concerning any funds allocated to the Subawardee, that the SUbCI 01 Ve anticipates will not be expended during the term of this Agreement, and permit the reassignment of the same by the City to other Subawardees. F. Repay the City any fiunds in its possession at the time of the termination of this Agreement that may be due to the City, TDEM or the U.S Treasury, G. Maintain complete records concerning the receipt and use of all program income. Program income shall be reported on a monthly basis on forms provided by the City. � t1,: i is ► The City shall reimburse the Subawardee only for actual incurred costs upon presentation of properly executed reimbursement forms as provided and approved by the City. Only those allowable costs directly related to this Agreement shall be paid. The amount of each request must be limited to the amount needed for payment of eligible costs. In the event that the City, TDEM or the U.S Treasury determines that any funds were expended by the Subawardee for unauthorized or ineligible purposes or the expenditures constitute disallowed costs in any other way, the City, TDEM or the U.S Treasury may order repayment of the same. The Subawardee shall remit the disallowed amount to the City within thirty (30) days of written notice of the disallowance. A. The Subawardee agrees that funds determined by the City to be surplus upon completion of the Agreement will be subject to cancellation by the City. B. The Subawardee agrees that upon expiration of this Agreement, the Subawardee shall transfer to the City any CRF funds on hand at the time of the expiration and any accounts receivable attributable to the use of CRF funds. C. The City shall be relieved of any obligation for payments if funds allocated to the City cease to be available for any cause other than misfeasance of the City itself. D. The City reserves the right to withhold payments pending timely delivery of program reports or documents as may be required under this agreement. ►1:i�[aiA�Ec�e�l�►�(��,1���r ► tr � � ., � ► � � : � t � w Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, personal delivery ar sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written City of Pearland, Texas Page 5 of 20 1S' Amended CRF Subawardee Agreement communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. BSc Level Joel Hardy 2" d Level Matt Buchanan/Brian Malone 311 Level Clay Pearson Address 3519 Liberty Drive Pearland, TX 77581 A. General Compliance Michi Clay Michi Clay Richard Gianni 33 )0 Chimney Rock, Ste 104 Houston, TX 77056 The Subawardee agrees to comply with the requirements of Title 2 of the Code of Federal Regulations, Part 200 (Uniform Administrative Requirements), The Subawardee also agrees to comply with all other applicable Federal, State and local laws, regulations, and policies governing the funds provided under this Agreement. The Subawardee further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. The Subawardee shall comply with all applicable Federal laws, regulations, and requirements and all provisions of this Agreement, which include compliance with the provisions of the CARES Act and all rules, regulations, guidelines, and circulars promulgated by the various Federal departments, agencies, administrations, and commissions relating to the CRF Program. The applicable laws and regulations include, but are not limited to: The Davis -Bacon Fair Labor Standards Act; ® The Contract Work Hours and Safety Standards Act of 1962; ® Copeland "Anti -Kickback" Act of 1934; ® Uniform Relocation Assistance and Real Propertv Acquisition Policies Act of 1970, as amended (URA); ® Title VI of the Civil Rights Act of 1964; ® Equal employment opportunity and minority business enterprise regulations established in 2 C.F.R. Part 200, Appendix II, ¶ C; ® Non-discrimination in employment, established by Executive Order 11246 (as amended by Executive Orders 11375 and 12086); ® Section 504 of the Rehabilitation Act of 1973 Uniform Federal Accessibility; The Architectural Barriers Act of 1968; The Americans With Disabilities Act (ADA) of 1990; ® The Age Discrimination Act of 1975, as amended; ® National Environmental Policy of 1969 (42 USC 4321 et seq.), as amended; Historic Preservation Act of 1966, as amended, and related laws and Executive Orders; ® Executive Order 11988, Floodplain Management, 1977 (42 FR 26951 et seq.); ® Flood Disaster Protection Act of 1973. Section 601(d) — Social Security Act B. "Independent Contractor" City of Pearland, Texas Page 6 of 20 qs� Amended CRF Subawardee Agreement Nothing contained in this Agreement is intended, nor shall be construed in any manner to create or establish the relationship of employer/employee between the Subrecipient and the Subawardee. The Subawardee shall, at all times, remain an "independent contractor" with respect to the services to be performed under this Agreement. The Subrecipient shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subawardee is an independent contractor. C. Hold Harmless To the extent permitted by law, the Subawardee agrees to hold harmless, defend and indemnify the City and its appointed and elected officers and employees from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of any actions, claims, lawsuits, damages, charges and judgments whatsoever that arise out of the Subawardee's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation The Subawardee shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance &Bonding The Subawardee shall carry sufficient insurance coverage to protect Agreement assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Subrecipient. The Subawardee shall comply with the bonding and insurance requirements of 2 CFR 200.325 (bonding requirements). The certificates of insurance shall be provided to the City by the Subawardee's insurance agent or carrier as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect. Insurance limits must be on each Certificate of Insurance. Each Certificate of Insurance shall be reviewed and approved by the City prior to commencement of this Agreement. No other form of certificate shall be used. The Subawardee will not be relieved of any liability, claims, demands, ar ether obligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintain insurance in sufficient amounts, durations, or types. Failure on the part of the Subawardee to procure or maintain policies providing the required coverages, conditions and minimum limits will constitute a material breach of this Agreement, upon which the City may immediately terminate this contract. F. Licensing The Subawardee agrees to comply with and obtain at its own expense, if necessary, all applicable Federal, State, City or Municipal standards for licensing, certifications and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services. In the event of an investigation or suspension regarding any Subawardee license related to the services for which the City is providing funding under this Agreement, the City may terminate this Agreement and withhold further Agreement funds. In addition, monies already received under this Agreement may be owed back to the City. City of Pearland, Texas Page 7 of 20 15' Amended CRF Subawardee Agreement G. Amendments The parties may amend this Agreement at any time provided that such amendments make specific reference to this Agreement and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Subrecipient Is governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Subrecipient or Subawardee from its obligations under this Agreement. The Subrecipient may, in its discretion, amend this Agreement to conform with Federal, State or local governmental guidelines, policies or available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Subrecipient and Subawardee. H. Failure to Perform In the event of a failure by the Subawardee to comply with any terms or conditions of this Agreement or to provide in any manner activities or other performance as agreed herein, the City reserves the right to temporarily withhold all or any part of payment pending correction of the deficiency, suspend all or part of the Agreement, or prohibit the Subawardee from incurring additional obligation of funds until the City is satisfied that corrective action has been taken or completed. The option to withhold funds is in addition to, and not in lieu of the City's right to suspend or terminate this Agreement. The City may consider performance under this Agreement when considering future awards. I. Suspension or Termination The Subrecipient may pursue such remedies as are available to it in accordance with 2 CFR Part 200, Appendix II, ¶ A, including but not limited to suspension or termination of this Agreement, if the Subawardee materially fails to comply with any terms or conditions of this Agreement, which include, but are not limited to, the following: A. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and CRF guidelines, policies or directives as may become applicable at any time; B. Failure, for any reason, of the Subawardee to fulfill in a timely and proper manner its obligations under this Agreement; C. Ineffective or improper use of funds provided under this Agreement; D. Submission by the Subawardee to the Subrecipient reports that are incarrect or incomplete in any material respect; or F. Failure to take satisfactory corrective action as directed by the City. Pn accordance with 2 C.F.R. Part 200, Appendix II, ¶ B, this Agreement may also be terminated for convenience by either the Subrecipient or the Subawardee, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated, if, in the case of a partial termination, however, the Subrecipient determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Subrecipient may terminate the award in its entirety. City of Pearland, Texas Page 8 of 20 1s1 Amended CRF Subawardee Agreement In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Agreement but prior to its normal completion, the City may summarily terminate this Agreement as to the funds reduced or limited, notwithstanding any other termination provisions of this agreement. Termination under this Section shall be effective upon receipt of written notice. In the case of a suspension or termination, monies already received under this Agreement may be owed back to the City and the City may also declare the Subawardee ineligible for further participation in the CRF program. A. Financial Managemenfi The Subawardee agrees to comply with 2 CFR 200.302 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. The Subawardee shall administer its program in conformance with 2 CFR 200, Subpart E, as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Dacumentation and Record Keeping The Subawardee shall maintain all records required by the Federal regulatians specified in 2 CFR 200.333 that are pertinent to the activities to be funded under this Agreement. Such records shall include but are not be limited to: ® Records providing a full description of each activity undertaken; ® Records demonstrating that each activity undertaken meets one of the National Objectives of the CRF program; Records required to determine the eligibility of activities; Records required to document the acquisition, improvement, use ar disposition of real property acquired or improved with CRF assistance; and ® Records documenting compliance with the fair housing and equal opportunity components of the CRF program. City of Pearland, Texas Page 9 of 20 1 st Amended CRF Subawardee Agreement The Subawardee shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years. Notwithstanding the above, if there are litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five year period, whichever occurs later. If applicable, the Subawardee shall maintain beneficiary data demonstrating eligibility for services provided. Such data shall include, but not be limited to, beneficiary name, address, qualification for participation in programs, demographic information and description of service provided. Such information shall be made available to Subrecipient monitors or their designees for review upon request. The Subawardee understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Subrecipient's or Subawardee'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. All Subawardee records with respect to any matters covered by this Agreement shall be made available to the Subrecipient, TDEM, the U.S. Treasury, and the Comptroller General of the United States or any of their authorized representatives at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subawardee within thirty (30) days after receipt by the Subawardee. Failure of the Subawardee to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. The Subawardee hereby agrees to have an annual agency audit conducted in accordance with current Subrecipient policy concerning Subawardee audits and OMB Circular V133. C. Citizen Participation The Subawardee will have processes in place (satisfaction surveys, Board representation, grievance procedures, etc.) which receive, document and utilize the input from law -income persons potentially benefiting or affected by the program or project covered under this Agreement. D. Procurement 1 . Compliance The Subawardee shall comply with current Subrecipient policy concerning the purchase of equipment and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Subrecipient upon termination of this Agreement. City of Pearland, Texas Page 10 of 20 1st Amended CRF Subawardee Agreement The Uniform Guidance (2 CFR § 200) streamlines and consolidates government requirements for receiving and using federal awards so as to reduce administrative burden and improve outcomes. It was published in the Federal Register (79 Fed. Reg.) Non-federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non -procurement Debarment and Suspension). These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II, ¶ H; and Procurement Guidance for Recipients and Subawardees Under 2 C.F.R. Part 200 (Uniform Rules): Supplement to the Public Assistance Procurement Disaster Assistance Team (PDAT) Field Manual Chapter IV, ¶ 6A, and Appendix C, ¶ 2 [hereinafter PDAT Supplement]. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that 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. SAM exclusions can be accessed at www.sam.gov, See 2 C.F.R. § 180.530; PDAT Supplement, Chapter IV, ¶ 6.d and Appendix C, ¶ 2. a. In general, an "excluded" party cannot receive a Federal grant award or a contract within the meaning of a "covered transaction," to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and Subawardees. The key to the exclusion is whether there is a "covered transaction," which is any non -procurement transaction (unless excepted) at either a "primary" or "secondary" tier. Although "covered transactions" do not include contracts awarded by the Federal Government for purposes of the non -procurement common rule and DHS's implementing regulations, it does include some contracts awarded by recipients and Subawardee. b. Specifically, a covered transaction includes the following contracts for goods or services: a. The contract is awarded by a recipient or Subawardee in the amount of at least $25,000. b. The contract requires the approval of TDEM, regardless of amount. c. The contract is for federally -required audit services. E. Travel No CRF funds may be used for travel. A. civil Rights City of Pearland, Texas Page 11 of 20 1St Amended CRF Subawardee Agreement The Subawardee agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 19755 Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. The Subawardee agrees to comply with the nondiscrimination in employment and contracting opportunities laws in 2 CFR 3187,12, These applicable nondiscrimination provisions stipulate that no person in the United States shall on the grounds of race, color, national origin or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part pursuant to agreement. Additionally, the Subawardee shall not, on the grounds of race, color, sex/gender, sexual orientation, familial status, religion, national origin, creed, ancestry, marital status, age or disability or handicap: A. Deny a qualified individual any facilities, financial aid, services ar other benefits provided under this Agreement; B. Provide any facilities, financial aid, services ar other benefits which are different, or are provided in a different manner, from those provided to others under this Agreement; C. Subject an individual to segregated or separate treatment in any facility, or in any matter if process related to receipt of any service or benefit under this Agreement; D. Restrict an individual's access to or enjoyment of any advantage or privilege enjoyed by others in connection with any service or benefit under this Agreement; E. Treat anyone differently from others in determining if they satisfy any admission, enrollment, eligibility, membership or other requirement or condition which the individual must meet to be provided a service or a benefit under this Agreement. F. Deny anyone an opportunity to participate in any program or activity as an employee which is different from that afforded others under this agreement. If assignment and/or subcontracting has been authorized in writing, said assignment or subcontract shall include appropriate safeguards against discrimination in client services binding upon each contractor or subcontractor. The Subawardee shall take such actions as may be required to ensure full compliance with the provisions, including sanction for noncompliance. i This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88- 352). in regard to the sale, lease, or other transfer of land acquired, cleared or improved with City of Pearland, Texas Page 12 of 20 1St Amended CRF Subawardee Agreement assistance provided under this Agreement, the Subawardee shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Subrecipient and the United States are beneficiaries of and entitled to enforce such covenants. The Subawardee, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. The Subawardee agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Subrecipient shall provide the Subawardee with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. The Subawardee shall meet the requirements, where applicable, of the Architectural Barriers Act and the Americans with Disabilities Act. A building or facility designed, constructed, or altered with federal funds is subject to the requirements of the Architectural Barriers Act of 1968 (42 USC 4151-4157) and shall comply with the Uniform Federal Accessibility Standards. The Americans with Disabilities Act ("ADA') (42 USC 12131; 47 USC 155, 210, 218, and 255) requires that the design and construction of facilities for first occupancy after January 26, 1993 must include measures to make them readily accessible and usable by individuals with disabilities. The ADA further 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. B. Affirmative Action The Subawardee will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this Agreement, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty- one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. The Subawardee may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. The Subawardee shall furnish and cause each of its own Subawardees or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Subrecipient, TDEM or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. City of Pearland, Texas Page 13 of 20 1st Amended CRF Subawardee Agreement The Subawardee will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Subawardee's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The regulation at 41 C.F.R. § 60-1.3 defines a "federally assisted construction contract" as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work. The Subawardee will, in all solicitations or advertisements for employees placed by or on behalf of the Subawardee, state that it is an Equal Opportunity and Affirmative Action employer. The Subawardee shall comply with Executive Order 11246 as amended by Executive Order 12086 and the regulations issued pursuant thereto (41 CFR Chapter 60) and will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status, or status with regard to public assistance. The Subawardee will take affirmative action to ensure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, or other forms of compensation and selection for training, including apprenticeship. The Subawardee agrees to post in conspicuous places, available to employees and applicants far employment, notices setting forth the provisions of this nondiscrimination clause. The Subawardee will include the provisions of Section 5. A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically ar by reference, sa that such provisions will be binding upon each of its own Subawardees or subcontractors. C. Employment Restrictions The Subawardee is prohibited from using funds provided herein or personnel employed in the adminisfiration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. The Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (as amended) is applicable to any and all Contractors who apply or bid for an award of $100,000 or more. Such Contractors shall file the required certification. Each tier certifies to the City of Pearland, Texas Page 14 of 20 1 st Amended CRF Subawardee Agreement 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 shall 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 recipient. The Subawardee agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subawardee agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq) and it's implementing regulations of the U.S. Department of Labor at 29 CFR Part 3. The Subawardee shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Subrecipient for review upon request. The Subawardee agrees that, except with respect to the rehabilitation ar construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Subrecipient in 2 CFR Part 200, Appendix II, ¶ D, pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 31 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subawardee of its obligation, if any, to require payment of the higher wage. The Subawardee shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. The Subawardee will or will continue to provide adrug-free workplace by: A. Maintaining a Zero Tolerance Drug Policy; B. Posting in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Subawardee's workplace and specifying the actions that will be taken against employees for violations of such prohibition; C. Stating in all solicitations or advertisements for employees or subcontractors placed by or on behalf of the Subawardee that the Subawardee maintains adrug-free workplace; D. Establishing an ongoing drug -free awareness program to inform employees about: City of Pearland, Texas Page 15 of 20 1st Amended CRF Subawardee Agreement ® The dangers of drug abuse in the workplace; ® The Subawardee's policy of maintaining a drug4ree workplace; Any available drug counseling, rehabilitation, and employee assistance programs; and ■ The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; E. Including the provisions of the foregoing clauses in all fihird-party contracts, subcontracts, and purchase orders that exceed ten thousand dollars ($10,000,00), so that the provisions will be binding upon each subcontractor or vendor. D. Conduct The Subawardee shall not assign or transfer any interest in this Agreement without the prior written consent of the Subrecipient; provided, however, that claims for money due or to become due to the Subawardee from the Subrecipient under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Subrecipient. All terms and conditions of this Agreement shall apply to any approved subcontract or assignment related to the Agreement. A. Approvals The Subawardee shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the written consent of the Subrecipient prior to the execution of such agreement. B. fVlonitaring The Subawardee will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. C. Content The Subawardee shall cause all included in and made a part of Agreement. D. Selection Process the provisions of this Agreement in its entirety to be any subcontract executed in the performance of this The Subawardee shall undertake to ensure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with City of Pearland, Texas Page 16 of 20 1 s' Amended CRF Subawardee Agreement applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Subrecipient along with documentation concerning the selection process. The Subawardee 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. The Subawardee agrees to abide by the provisions of 2 CFR 200.112, which include, but are not limited to the following: A. The Subawardee shall maintain a written code or standards of conduct fihat shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. B. No employee, officer or agent of the Subawardee shall participate in fihe selection, the award or the administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. C. No covered persons who exercise or have exercised any functions or responsibilities with respect to CRF-assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CRF-assisted activity, or with respect to the proceeds from the CRF-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Subrecipient, the Subawardee, or any designated public agency. The Subawardee hereby cerkifies that: A. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer ar 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; B. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing ar 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 City of Pearland, Texas Page 17 of 20 1 sg Amended CRF Subawardee Agreement cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and C. It will require that the language of paragraph (d) 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 Subawardees shall certify and disclose accordingly: D. Lobbying Certification 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.C. 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 $100,000 for each such failure. The Subawardee shall ensure recognition of the role of the City in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to the funding source. In addition, the Subawardee will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. if this Agreement results in any copyrightable material ar inventions, the Subrecipient reserves the right to a royalty - free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, the work or materials for governmental purposes. The Subawardee agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 2 CFR 3474.15 such as worship, religious instruction, or proselytization. In addition to, and not in substitution for, other provisions of this Agreement regarding the provisions of services utilizing CRF funds the Subawardee agrees that, in connection with such services: A. It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion; B. It will not discriminate against, limit, or give preference to, any person applying for such public services on the basis of religion; and C. It will provide no mandatary religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, and exert no other religious influence in the provision of such services. �i���CiP►►[�i��l�/1T�►7iN�i1���Mi1 City of Pearland, Texas Page 18 of 20 1$' Amended CRF Subawardee Agreement CRF regulations require the preparation of a project Environmental Review Record (ERR) and environmental clearance before funds are expended or costs incurred. The overall governing legislation is the National Environmental Policy Act (NEPA). City staff will complete the ERR. The time required for completion of the ERR can vary from a week to a few months. If the initial Environmental Assessment determines that an Environmental Impact Statement (EIS) or a Biological Assessment (BA) is necessary, the Subawardee will be required to make appropriate budget modifications to assure the costs of the EIS or BA are paid for from project funds. After completing the ERR, the City may publish a notice of a Finding of No Significant Environmental Impact (FONSI) in a local newspaper declaring the intent to request release of project funds. The City must also determine whether the project meets other applicable statutory and regulatory requirernents which include by are not limited to the following: A. Air and Water The Subawardee agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C., 7401, et seq. and 2 C.F.R. Part 200, Appendix II, G; Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; ® Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subawardee shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Historic Preservation The Subawardee agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 19661 as amended (16 U.S.C, 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State's designated office for dealing with Historic Preservation, for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be invalid, illegal or in conflict with any law, the remainder of the Agreement shall nofi be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. City of Pearland, Texas Page 19 of 20 1ST Amended CRF Subawardee Agreement SECTION 9: WAIVER The Subrecipient's failure to act with respect to a breach by the Subawardee does not waive its right to act with respect to subsequent or similar breaches. The failure of the Subrecipient to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. SECTION 10: SUCCESSORS This Agreement shall be binding upon each of the parties, their assigns, purchasers, trustees, and successors. SECTION 11: ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Subrecipient and the Subawardee for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Subrecipient and the Subawardee with respect to this Agreement. SECTION 12: NO THIRD -PARTY BENEFICIARIES Except as expressly provided otherwise, this Agreement is intended to be solely for the benefit of the parties and shall not otherwise be deemed to confer upon or give to any other person or third party any remedy, claim, cause or action or other right. SECTION 13: GOVERNING LAW AND JURISDICTION This Agreement shall be construed in accordance with the laws of the State of Texas. In the event of any dispute over the Agreement's terms and conditions, the exclusive venue and jurisdiction for any litigation arising thereunder shall be in the District Court of Brazoria County, and, if necessary for exclusive federal questions, the United States District Court for the District of Texas. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of the most recent signatory. Subrecipient City of Pgarland, Texas CITY M�AGEF� ti J. PP-SJ� PRINTED NAME Subawardee: LiftFund Inc. Federal I.D. 7y_ a 7/ A AUTHORIZED OFFICIAL PRINTED NAME Federal I.D. it 74-6028909 4 � 2Q 921v DATE DUNS # TITLE DATE City of Pearland, Texas Page 20 of 20 1ST Amended CRF Subawardee Agreement