R2020-191 2020-09-28RESOLUTION NO. R2020-191
A Resolution of the City Council of the City of Pearland, Texas, authorizing
the City Manager or his designee to enter into a Sub-Grantee Agreement
with LiftFund Houston, in the amount of $800,000.00, 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 PEARLAND, TEXAS:
Section 1. That certain 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 a Sub-Grantee Agreement with LiftFund Houston.
PASSED, APPROVED and ADOPTED this the 281h day of Se ... r A.D., 2020.ptembej,
TOM REID
MAYOR
AT T:
PLAR
T ALTMAN, TRMC, CMC
T'
AVLA N, T:Z(
CITY SECRETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
CORONAVIRUS RELIEF FUND - SUBAWARD AGREEMENT
between
THE CITY OF PEARLANTAS
and
LIFTFUND WGU&T.GN initial LiftFund initial COP2 1
PREAMBLE AND RECITALS
THIS AGREEMENT, entered into to be made effective on the 29t' day of September 2020, b and
between the City of Pearland (herein called the "Subrecipient" and/or "City") and LiftFund 11
1
1
herein called the "Subawardee"), Initial LiftFund
initial COPt—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 govemment; 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:
ARTICLE 11- PROJECT
SECTION 1: SCOPE OF SERVICE
A. Activities
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CRF Subawardee Agreement
1® Program Delivery
Expenses associated with the provision of economic support in connection with the COVI D-1 9
public health emergency, as described in Exhibit A.1 (attached), such as:
Activity #11: 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 pandernic,
Activity #2: Expenditures related to a State, territorial, local, or Tribal government payroll
support program,
2. Administration
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 Su recipient 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 time 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 Act are applicable. The Subawardee
is hereby advised to consider these rules when administering these funds and others specified for
CO VID-19ICoronavirus pandemic response and recovery.
SECTION 2: PROJECT DESCRIPTION
Type of Project: LiftFund CC VID-19/Coronavirus Business Economic Recovery.
Project Location: City of Pearland — Brazona County
Service Area 1: City of Pearland within Brazoria County
Basic Eligibility Citation:Section 601(d) — Social Security Act; Section 5001 — CARES Act
Amount Funded: 800,000
SECTION 3: TERM OF AGREEMENT
The term of this Agreement is October 1, 2020 through January 31, aG20 2021. initial UftFund
Initial CO p6w
SECTION 4., PROGRAM REPORTING
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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.
ARTICLE 2- FINANCIAL MANAGEMENT
SECTION 1: PAYMENTS AND BUDGET
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 appli
sections of 2 CFR 200. Reimbursement payments shall be made to: Liffund WGUSt,&R.Initial UftFunrt
initial Cop
Drawdowns for the payment of allowable costs 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.
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 and the attached Memorandum of Understanding (MOO — Exhibit B).
C. ag d-met
Line Item Amount:
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CRF Subawardee Agreement
Business Recovery and Reimbursement Expenditures 800,000
TOTAL 800,000
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:
A. Upon written request by the Subawardee, the City shall make or arrange for payments to the
Subawardee of allowable reimbursable costs not covered by previous payments-,
B. Disposition of program assets (including the return of all unused materials, equipment, unspent
cash advances, program income balances, and accounts receivable to the Subrecipient);
C. The Subawardee shall submit within thirty (30) days after the date of expiration of this 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
D. 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.
SECTION 2: DOCUMENTATION OF COSTS AND OTHER FINANCIAL REPORTING
All costs 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
property acquired or improved with CRF funds, and make sure the same are used solely for
authorized purposes.
B. Keep a continuing record of all disbursements by date, check number, amount, vendor,
description of items purchased and line item from which the money was expended, as reflected
in the Subawardee's accounting records.
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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 Subawardee
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 funds 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.
SECTION 3: REIMBURSEMENT
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,
The Subawardee agrees that upon expiration of this Agreement, the Subawardee shall transfer
to the City any CRIF funds on hand at the time of the expiration and any accounts receivable
attributable to the use of CRF funds.
Ca 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,
ARTICLE 3- GENERAL CONDITIONS AND REQUIREMENTS
SECTION 1: NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid),
commercial courier, personal delivery or 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
communications under this Agreement shall be addressed to the individuals in the capacities indicated
below, unless otherwise modified by subsequent written notice,
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CRF Subawardee Agreement
Subrecipient/City or PEDC Subawardee
V Level Joel Hardy ichi Clay
211 Level Matt Buchanan/Brian Malone ichi Clay
3rd Level Clay Pearson Richard Gianni
Address 3519 Liberty Drive 3300 Chimney Rock, Ste 104
Pearland, TX 77581 Houston, TX 77056
SECTION 2: GENERAL CONDITIONS
A. General Compliance
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;
N The Contract Work Hours and Safety Standards Act of 1962;
Copeland "Anti-Kickback" Act of 1934;
Uniform Relocation Assistance and Real Property 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 11, 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 FIR 26951 et seq.);
Flood Disaster Protection Act of 1973.
Section 601(d) — Social Security Act
B. '"lnde endent Contractor"
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
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CRF Subawardee Agreement
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' CqMpgnsation
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, or other 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 tote City,
G. Amendments
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CRF Subawardee Agreement
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's 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,
1. 5 usion or Termination
The Subrecipient may pursue such remedies as are available to it in accordance with 2 CFR Part 200,
Appendix 11, % 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;
R 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 incorrect or incomplete in
any material respect, or
E. Failure to take satisfactory corrective action as directed by the City,
In accordance with 2 C.F.R. Part 200, Appendix 11, % 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.
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
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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,
SECTION 3: ADMINISTRATIVE REQUIREMENTS
A. FinantaLMAngggmgp!
1. Accounting Standards
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,
2. Cost Principles
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.
niB. Documentation and Record 'Keein
1. Records to be Maintained
The Subawardee shall maintain all records required by the Federal regulations 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 or 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,
2. Retention
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
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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.
3. Beneficiary Data
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,
4. Disclosure
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.
5. Audits & Inspections
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
A-1 33,
C, Citizen Partici anon
The Subawardee will have processes in place (satisfaction surveys, Board representation, grievance
procedures, etc.) which receive, document and utilize the input from low-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.
OMB Standards
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The Uniform Guidance (2 CFR § 200) streamliner, 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.)
2. Debarment and Suspension
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 11, 1
H; and Procurement Guidance for Recipients and Subawardees Under 2 C.F.R. Part 200 (Uniform
Rules): Supplement tote Public Assistance Procurement Disaster Assistance Team (MOAT)
Field Manual Chapter IV, 7 6.d, and Appendix C, 12 [hereinafter PRAT Supplement]. A contract
award must not be made to parties listed in the SA M 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, I 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.
SECTION 4: PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Rights
1. General Compliance
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The Subawardee agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
Vill 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 1975,
Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375,
11478, 12107 and 12086,
2. Nondiscrimination
The Subawardee agrees to comply with the nondiscrimination in employment and contracting
opportunities laws in 2 CFR 3167.12. 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 or other benefits
provided under this Agreement;
B. Provide any facilities, financial aid, services or 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,
3. Land Covenants
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
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
City of Pearland,Texas Page 12 of 20
CRIF Subawardee Agreement
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.
4® Section 504
The Subawardee agrees to comply with all Federal regulations issued pursuant to compliance
with Section 504 of the Rehabilitation Act of 1973 (29 U &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.
5. Architectural Barriers Act/Americans with Disabilities Act
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 subjectect 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
1. Women-and Minority-Owned Businesses (W/MBE)
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 I .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,
2. Access to Records
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,
3. Notifications
City of Pearland, Texas Page 13 of 20
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 bytheagencycontractingofficer, 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.
4. Equal Employment Opportunity and Affirmative Action (EEOIAA) Statement
The regulation at 41 C.F.F. § 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
ofthe 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
for employment, notices setting forth the provisions of this nondiscrimination clause.
5® Subcontract Provisions
The Subawardee will include the provisions of Section 5.A, Civil Rights, and B, Affirmative Action,
in every subcontract or purchase order, specifically or by reference, so that such provisions will
be binding upon each of its own Subawardees or subcontractors.
C zmpjoyrnent Festrictions
1. Prohibited Activity
The Subawardee is prohibited from using funds provided herein or personnel employed in the
administration of the program for: political activities; inherently religious activities; lobbying;
political patronage; and nepotism activities. The Byrd Anti-Lobbying Amendment, 31 US.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
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
City of Pearland,Texas Page 14 of 20
CRF Subawardee Agreement
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,
2. Labor Standards
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.D. 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 or 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
Su recipient in 2 CFR Part 200, Appendix 11, 1 D, pertaining to such contracts and with the
applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3,
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,
3. Drug-Free Workplace
The Subawardee will or will continue to provide a drug-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 a drug-free
workplace;
D. Establishing an ongoing drug-free awareness program to inform employees about:
The dangers of drug abuse in the workplace;
The Subawardee's policy of maintaining a drug free workplace;
City of Pearland, Texas Page 15 of 20
CRF Subawardee Agreement
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 third-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
1. Assignability
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,
2. Subcontracts
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. Monitoring
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 the provisions of this Agreement in its entirety to be
included in and made a part of any subcontract executed in the performance of this
Agreement,
D. Selection Process
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
applicable procurement requirements. Executed copies of all subcontracts shall be
forwarded to the Subrecipient along with documentation concerning the selection process.
3. Hatch Act
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CRIF Subawardee Agreement
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.
4. [Reserved]
5. Conflict of Interest
The Subawardee agrees to abide by the provisions of 2 CFR 200,112, which include, but are not
limited tothe following:
A. The Subawardee shall maintain a written code or standards of conduct that 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 the 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 CRIF-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 CIF-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.
6. Lobbying
The Subawardee hereby certifies 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 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;
B. 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, it will complete and submit Standard Form-LILL, "Disclosure
Form to Report Lobbying," in accordance with its instructions; and
City of Pearland,Texas Page 17 of 20
CRF Subawardee Agreement
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,
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.
7. Subrecipient Recognition
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.
8. Copyright
If this Agreement results in any copyrightable material or inventions, the Subrecipient reserves
the right to a royalty-free, non-eXCILJsjve and irrevocable license to reproduce, publish or otherwise
use, and to authorize others to use, the work or materials for governmental purposes,
9. Religious Activities
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 religiono
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 mandatory 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.
SECTION 6: ENVIRONMENTAL
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
City of Pearland,Texas Page 18 of 20
CRF Subawardee Agreement
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 requirements 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 &C,, 7401, et seq, and 2 C.F.R. Part 200, Appendix 11, 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,&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 1966, 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.
SECTION 7: SEVERABILITY
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 not be
affected thereby, and all other parts of this Agreements all nevertheless be in full force and effect,
SECTION 8: SECTION HEADINGS AND SUBHEADINGS
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.
SECTION 9: WAIVER
City of Pearland,Texas Page 19 of 20
CRF Subawardee Agreement
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;fTrllan as Federal 1.D. #74-6028909
0
CIT AOG DATE
PRINTED NAME
Subawardee:
Liffund Inc.
MF
de r I.D.1 DUNS#
TH RIZED6FtICIAL TLW J
V'
l&I A NAME
City of Pearland, Texas Page 20 of 20
CRF Subawardee Agreement
Exhibit A.1
Program Budget
Item Amount Source of Funds
800GrantAllocations— 000* City of Pearland
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
rantrant-----------------------------Allocations---------------................................ .---------------.......-------------.............................. .................
Expenditures related
to a State, territorial,
Kcal, or Tribal
government payroll
Operating/Service Fees $ 64,958* Pearland Economic Development Corporation (PEDC)
0 Citv of Pea0and, PEDC and LiftFund
otal Program Funds 8--64,958*-----
The monetary implications of the Subowardee Agreement only include the $800,000 in grant allocation
funding. Other monetary amounts are mentioned for information purposes only, as there are other funds
that will cover the costs of services that are not being paid for by the City, as well as a"no-cost"agreement
between all three parties for the sake of solidifying the working relationships between Liffund, the City
and PE DC Funds for the Subawardee's services are being paid for separately by PEDC,
UnderstandingMemorandumof
between
LiftFund, Inc Pearland Economic Development Corporation City of Peariand
Memorandum of Understanding ( U)
between
LiftFund Inc. and Pearland Economic Development Corporation and City of Pearland
earland, 'Texas
This MOUls made this 2 ' a o e to bar 202a, between the Cily of Peariand,a body politic
home rule jurisdiction with a primary address In Srazoria County, Texas (hereinafter, City),
Lift Fund Inca (hereinafter, LlfiFund) and Pearland Economic Development Corporation
hereinafter, PEDC),
In the spirit of mutual Interest In cooperation, the City, LiftFund and PEDC enter into this
Memorandum of Understanding (MOO)to jointly administer and promote the City's COVIC-19
pandemic business recovery program, officially designated as the Small easiness Recovery
Grant (SBR ) Program (hereinafter, Program). As follows, this triumvirate effort will be carried
out for the specific purpose of providing small business recovery grant dollars to eligible,qualified
small businesses located within the City of Pearland and Brazoria County,economically impacted
by the Coronavirus pandemic.
ARTICLE 1 a SCOPE OF COLLABORATION
1.1 UftFund agrees to provide overall program implementation via application processes,
eligibility reviews, approvals of grant awards, and disbursements of Coronavirus Relief
Fund dollars to awardees, in compliance with the terms of the attached Subawardee
Agreement between LiftFund and the City. In concert with that effort,LiftF'und agrees to
collaboratively function Lander the auspices of direction from the City and PEDC.
1,2 PEDC agrees to provide day-today direction and monitoring of SS C Program
activities, host and Coordinate meetings and activity briefings, planning and any Interactive
activities involving local business contacts.This Includes oversight of the marketing and
outreach activities, surveys,and other comrnunIty-based functions,
1.3 The City agrees to provide any and all financial management, administrative and
regulatory compliance monitoring as related to the use of Coronavirus Relief Fund grant
money,Including but not limited to progress reporting and requests for reimbursement.
1 A All parties agree to Interchangeably function In mays available involving sections 1,1
12 and 1.3 as much as possible, as each entity may possess Information and expertise
in one area or another that will benefit the affected community of business owners
participating In the Program.
ARTICLE 2: DURATION AND EVALUATION
1 ' nre
2.1 This MOU shall remain in effect for the period necessary to develop, complete,
Implementand close-out the Program,This may oxceed the actual perlods of performance
In the agreements between the Lif[Fund,the City and PE DC,respectively,but Is limited to
activities that do not constitute the use of notable amounts of lime and effort,costs or for
the purpose of meeting any separate contractual deliverables that may be in place
between any of the parties.
2.2 Amendments to this MOU may be requested, In writing, by either party and approved
by the authorized signatories.
ARTICLE 4: COMPLIANCE WITH LAW
The parties specifically intend to comply with all applicable local, State and/or federal laves, rules
and regulations as they may be amended from time to time. If any part of this agreement Is
determined to violate federal, state, or local laves, rules, or regulations, the parties agree to
negotiate in good faith revisions to any such previsions.
ARTICLE 6; SEVERA ILI`fY, WAIVER, R P ALERS AND ASSIGNMENT
The provisions of this MOU are subject to the existing severabilides, waivers, repeaters and/or
assignments described in the separate contractual agreements between the parties.
ARTICLE 6: KEY PERSONNEL
Key personnel from each entity shall be identified to perform and conduct various elements of
the Scope of Work In this Agreement, to the extent that specific representatives produce specific
outcomes, as follows:
City of Pear/an
Y Authorized Official:Clay Pearson, City Manager
Program Oversight: Joel Hardy, Grants &Special Projects Administrator
LiftFund
Authorized Official/Representative: Richard Olanni, Sr. Executive V.P,
PEDC
0 Authorized Official/Representative° Malt Buchanan, President
Program Oversight: Brian Malone, Vice President
ARTICLE 7; ENTIRE AGREEMENT
pPeG,:, r
This MOU does not constitute the entire agreement and understanding between the parties as to
the subject matter hereof and supersedes all prior discussions, agreements and undertakings of
every kind and nature between them,whether written or oral,with respect to such subject matter.
The attached exhibits ( — Subaward Agreement, B — LiftF'und/PE C Agreement) provide
additional details and specific terms and conditions related to the performance of duller set ro rih
forthe purpose of collaboration and coordination herein This M U may subsequently be modified
only In writing executed by both parties,
ARTICLE 8a EXECUTION
For City of Pearland For PEDC
Aut rite icial&gnature __ ....Authorized Official Signature
Clay Pearson, City Manacer Matt Buchanan President
Authorized Official Printed Warne and Title Authorized Official Printed Name and Title
ATE: b DATE, ""
For Lift and
Authorized Official Signature
Richard Clanni Sr Executive V. P,
Authorized Official Printed Name and Title
DATE:I
SERVICESCONTRACTFOR
PEP LAND ECONOMIC DEVELOPMENT CORPORATION LIFTFL ND, INC
CONTMWr FOR SERVICES
Liffund
CARES Act Grant Fund Program
This Contract for Services (the "Con trnce) drltcd.LCLL1_)_1 (
2020 is mide nnd entered into bynildbetweenthePearlikndEconomicDevelopmentCorporation, to T"ns corporation organized andexistingundertheDevelopmentCorporationActof1979, is amended from dine to time (tilePEDC"),And LiftFund Inc. ("LiftFund'),
RECITALS
WHEIZEAS, tile CitY of Pendand received funds from tile Coronavirus Aid, Relief, andEconomicSecurity, Act. ("CARES Act' administered by tile United States Department of T'reasury("Granting Agency") fear the Coronavirus Relief Fund program Cprogmrri Funds");and
WHEREAS, tile City of PearInild and LiftFund have entered into a separate agreement toAdministerthesefunds,and
WHEREAS,the PEDC%vilj PAY theadministradve cost of 8*o or S64,0W00 to UrtFund rayadmirilsterdieCARESActgrantfundingprogramintilenme'unt of$800,000 per the SubrecipientAgreementexecutedbetweentheCity'of Peftrinnd and LiftFund Inc,;nrid
Wl'-IE-REAS, tile parties hereto have dererrztined that in order for the econornic base of theCitytorecover,grow and prosper, the bizinesses of tile City of pearland must hrive the Opportunitytoexpandtheiroperationsandtocrenteand/or retain quality jobs;And
WHEREAS,the IIEDC is cortirnitted to enhancing cconolnic jqtah tY through thcattraction,retention and expansion Of PrimnrYemploycrs;and
WHEREAS,Liffund agrees to provide the services oudined in the agreement%vith the CityofPendnrid,subpccr to the conditions hercinHI'ter set forth And for the consideration expresseel for thePurposeofnasistingtheCityofPndandandIIEDCadrninistertheCARESActgrantfundforsnutabusinessesexistingwidl.in tile City of T'carLand,
NOW,THEI= ORE, for and in consideration of die above recitals and the terms,conditionsandrequiremcntshereinaftersetforth, the Parties Agree as follows.
SECTION T. PURPOSE OF THE AGREEMENT
The Pentland Prosperiq Strategic plan calls liar an program to retain and expand existing employers,The liftFund and PEDC are in to unique position to Mq our this recommendation by helping tofeasternpro-business environment in the community, which encourages business retention, BothentitieswillWorkcollaborativelyonaPeatlandSmallBusinessRecover), Grant Fund which Willprovidethefollo%ving-.
L TWs Small Business Recovery Gnint Fund is intended to support:an inclusive and diverse smallbusinessenvironmentwithintheCityofPoRdand. Businesses with as revenue up to $2 MiUlonmayapply® The program has dedicated $800,00o to small business recovery grnnts rind funds willbeissuedbeginninglqovember2020.Grants nwarded for this program will range from$I000 upto$15,000 for as busintss,
SECTION 2. SERVICES
On behalf of the PEDC, the UftFund agrees to provide tile following services during the term of tNs
Contract:
1. Operate the Pearland Small Business Recovery Grant Fund as outlined in Exhibit A
2. Liffund will ciffer technical assistance, through consuiva6on services during the application
process and after awards, to ensure small business owners receive the support they need to
pivot and overcome the business challenges they are facing due to COVI1 -1 9
1 Detern-rine eligibility of the applicants and disburse funds to the businesses as outlined in
E xhibit A
4, LiftFund shall provide a dedicated website and applicaticm portal for the Pearland Small
Business Recovery Grant Fund,
SECTION 1 REPORTING
The Liftl7und shall present written and electronic firial reports to the PEDC within thirty (301) days of
the Funds being disbursed in formats, acceptable to PEDC. The reports shall include progress towards
accomplishing the activities further described in Section 2 of this, agreement,
Metrics to be reported oil include:
1) Pre-Appro,ved and Selected in Lottery
2) Pre.-Approved and Not Selected in Lottery
3) Not Approved,did not meet the criteria of the program
SECTION 4. COMPENSAMON
In consideration, for tire LiftFund's services to be provided as outlined herein, the PEDC shall
compensate the LiftFund for services rendered in connection with the administration and
implementation of the Small Business Recovery Grant Funi,,J in the arnount up to $64,000,00 for the
term of the agreement, Tilis payment for services rendered by the LiftFund shall be paid in two
installments. The first payment: shall be 509i'o of the maximum amount paid (32,000) witMn 15 days
of execution of this agreement. The second payment shall be provided when funds have been
approved for cbsbursal by die Liffund and shall be up to $32,0001.
SECTION 5, GENERAL PROVISIONS
1. 'I'lle terin of this Contract shall be for a 12-nionth period beginning October 1, 2020, concluding
on September 30, 2021. 1"he PEDC shall have the tight to terminate this Contract by providing
thirty (30) days written notice to the LiftFund, The LiftFund shall have the right to terminatc this
Contract by providing thirty (30) days %%ritten notice to the 1_-'EDC. Termination of this
Agreement, as provided herein by either Party, shall riot lie considered a breach of the terms of this
Agreement.
1 Default by any of the Parties shall be a result of a failure toy perform and/or complete. all or part of
the Parties' respective obligations as specified %vithin this Contract. LJpon die event of a default,
the non-defaulting parry shall notify the defaulting party in writing that a default has occurred,
Upon receipt of such notification, the defaulting party shall have a period of thirty? (30) days within
which to cure die default. If the default is not tiniely cured, the non-defaulting part), may declare
this Contract terminated and, from the date of such declaration, shall not incur liability for non
performance, unless tile parties agree in writing to extend the cure period or to waive the default.
1 TWs Contract shall inure to the benefit of the Pardes hereto. This Contract is not and shufl not beassignablebytheUFtFund%vithOut tile prior written consent of the PEDC,which Consent may bewithheldbythePECinitssoleandnbsolutediscretion.
4. This Contract shall be construed according to the laws,of the State of Texfts and is subject to allprovisionsofTexiisLociGovernmentCode, Sections 501,502, 505anyProvisionofthis thc "Code)- In thc eventCuniritctisdocrn-ined to be[in conflict Nvith the Code, the provisions of theCodeoaredsubsequentamendmentsshallprevailaridthePEDCshallincurnoUsabilityshouldsuchconflictbedeemedtointerfereNviththePEDCsabilitytoperformtheContract.
5- E)CcePt " "
Prtssly stated herein the Contract contains the entire agreement of the Partiesregardingthewithinsubjectmatter. 1,his Contract may ordy be rnodified, amended cared/orrevokedbytilewrittenagreementCXCC'Lltcd by tali of the Parties hereto,
C This Coritract shall be governed by the lawsof the Suite of 1,exas and is sPecificnilY performable inBnizoriaCounq,,,1,exn9,
T Any notice required or Permitted to be given under tWs Contract, shall be deemed delivered bydepositingthesameintheUnitedStatesMail, certified with fct-urn receipt requested, postageprepaid, addressed to the appropriate party at the fcllomring nddrmes, or at such other address sassanyPartyheretomightsperifyinwriting:
PEDC: Peidand Fconon-dir Development Corporation
3519 Liberty 1)6ve,Stdtc 350
Pearland,Texas 77581
Auendow AInttBuch'=n,Prcsi1dcnir,
Lifffund- 11fitFund Inc
2007 W. Martin Street
San Antonio,Texas 782,07
Attendom Mindyjimenirz,VP of Grant Adrninistniritul
8, By the execution hereof, each signatory hereiro represents and affixing thaat he/she is acting on
cNecution and deliver),of kWs Contract and thAt the same is a binding obli
a ribehalfofthePartyindicated, tbir such Party has tnker,1 all action necessary 10 utho ze the
gntion on such Party,
9- Nt"
Ple cOPles of this Contract assay be executed by the Pardcs,each of which shall be deemed anorigindthereof
EXE CUTE D this—Lday of 0 b ol" 21020
Pea tpi Ernlc Development Corporation
By:
Matt Buchanan
President
if u d III
By.
ichntd F,Ginnni
SerdOc Executive Vice Presidenr
Exhibit A
LiftFund's City of Peariand CARES Act Small Business Recovery Grant Fund Proposal
Grant Program Purpose:
The 2020 COVID-19 pandemic caused unprecedented challenges and interruptions to businesses
nationwide.The goal of the Small Business Recovery Grant iProgram is to help a diverse group of small
businesses in the city of Pearland that have suffered economic loss as a result of the pandernic and
need funding to continue to sustain operations,
The City has dedicated $800,000,a portion of the funds it received from the Federal Coronavirus Aid,
Relief and Economic Security Act(CARES Act), to small business recovery grants and funds that will be
distributed beginning November 2020. The City is partnering with LiftFund to administer the program,
In additlon to the grant funding, LiftFund will offer technical assistance, through consultation services
during the application process and after awards, to ensure small business owners receive the support
they need to pivot and overcome the business challenges they are facing due to COVID-19,
Eligible Expendituresn
Grants awarded for this program will range from$1,000 up to$1S,000 per business. Businesses may
apply for the following expenses associated with maintaining business operations; working capital,
payroll for job retention or expansion, rent/rnortgage for business location, utilities and other general
operating expenses,
Business Qualifications:
The fund is not first come first served.All applications will be reviewed based on stated and verified
business information and business operations,
Annual gross revenues greater than$10,000 but less than$2 million in 2019 gross revenue from
all business activities;
Limited to businesses that are retail/commercial with a certificate of occupancy located
and will remain in the corporate lirnits of the City of Pearland;
Demonstrates a COVID-19 loss of at least 10%of revenue in the period beginning March 12,
2020 up to September 2020 compared to the same period In 2019;
w Business must be established one year prior to March 1,2020;
Only one business owner per business may receive a grant through this program.
ffi A franchise business qualifies if the owner only owns one location;
Business financial information must be verified through one or more of the following: Bank
Documentation: Plaid access via LiftFund application or complete paper statements via applicant's
bank;
90-day business action plane;
Comply with the spirit of the City's non,-discrimination policy;and
Not be debarred and/or suspended from doing business with the Federal or State governments
Application Process-
Applicants will apply online through LiftFund landing page dedicated to program;
Applicants will have the ability to log in and out of their application during the application
period;
Applicants can request assistance via phone or video conference;
Applicants will be notified of receipt of application when theysubmit;
Applications must be completed with all verification documents uploaded;
Application period is open for 15 days.
Grant Document Verification:
As part of the application process, applicants are required to upload electronic versions of the grant
verification documents outlined below,
Business entity formation document;
Certificate of Occupancy from the City of Pearland to verify retall/cornirneircial location;
2020 Bank Statements related to business activity;
Payroll Documentation with employee listing/count;
Quarter 1 and/or 2 2020 IRS 941;
Business tax return (2018 or 2019)to determine business revenue;
Driver's license;
Proof of current business location with current bill or lease
Application Assessment:
After completion of the open application period; LiftFund will review application information and
remove any applications that do not meet the City's requirements; it will remove all duplicates as
well.
After data review is completed,If the funding is oversubscribed, a randomized selection will occur that
will provide the lottery selection.Applicants will be informed as follows:
Pre-Approved and Selected in Lottery
Pre-Approved and Not Selected in Lottery
Not Approved, did not meet the criteria of the program
Evaluation:
LiftFund will evaluate the applications that were selected in the lottery first and validate their stated
information to their documents submitted,This will take up to 15 business days, At this time, a tearn
member will follow LIP if documents are missing and finalize the application with an award amount.
The award amount will be based on the need of the business to continue operations,
Awards:
The business owner will be notified via ernali and/or phone with the amount of thegrant.The
grant agreemenits will be signed through DocuSign,
Funding:
Funding occurs within 10 business days after the City of Pearland Provides funding to LiftFund,
Disbursements will come directly from LiftFund.
Program Budget:
The City of Pearland's Small Business Grant Fund of$800,000 will be funding through the CARES Act and
LiftFund administration costs of 8%will be paid by Pearland Economic Development Corporation (PEDC)
through a separate agreement between LiftFund and PEDC,