Loading...
R2022-191 2022-10-24DocuSign Envelope ID: 996D882B-9F5A-4798-BE9C-3AED63E3470D RESOLUTION NO. R2022-191 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into a Subrecipient Agreement, in the amount of $445,000.00, with Counseling Connections for Change for the acquisition of real property located at 2549 Roy Road in Pearland Texas, Property Identification Number 175675. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Subrecipient Agreement, 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 the attached Subrecipient Agreement. PASSED, APPROVED and ADOPTED this the 24th day of October, A.D., 2022. DocuSigned by: 9z —aa88f 1-&y r4 J. KEVIN CF OLE MAYOR ATTEST: DocuSigned by: Frat&ws QOtalr FRANCS AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: DocuSigned by: �J Cr-f DAI'h1M.TOKER CITY ATTORNEY CORONAVIRUS RELIEF SUBRECIPIENT AGREEMENT between THE CITY OF PEARLAND, TEXAS and COUNSELING CONNECTIONS FOR CHANGE PREAMBLE AND RECITALS THIS AGREEMENT, entered into to be made effective on the 24th day of October 2022, by and between the City of Pearland (herein called the "City") and Counseling Connection for Change (herein called the "Subrecipient"). WHEREAS, the City has received American Rescue Plan Act (ARPA) funds from the U.S. Treasury in response to and towards the recovery from the COVID-19 Coronavirus pandemic; WHEREAS, the City is also a Community Development Block Grant (CDBG) Entitlement Jurisdiction grantee of the U.S. Department of Housing & Urban Development (HUD) and anticipates HUD funds via grant award/identification number B-22-MC-48-0400; WHEREAS, the City has stated its intention to ensure the completion and compliance with federal, State and local requirements, to document compliance with applicable ARPA AND/OR CDBG terms and conditions, in addition to the federal Uniform Administrative Requirements (UAR) as set forth in 2 CFR Part 200; WHEREAS, the City shall ensure recognition of the role of the City 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 ARPA OR CDBG; and WHEREAS, the primary purpose of this ARPA AND/OR CDBG funding is to cover expenses that are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed between the parties hereto that: ARTICLE 1- PROJECT SECTION 1: SCOPE OF SERVICE A. Activities 1. Program Delivery Activity#1 Acquire land and structure located at 2549 Roy Road, Pearland Texas, 77581 — Property ID No. 175675 City of Pearland, Texas Page 1 of 20 ARPA OR CDBG Subrecipient Agreement Activity#2 Repair and renovate the structure located at 2549 Roy Road, Pearland Texas, 77581 —Property ID No. 175675 2. Administration The Subrecipient 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 City. Expenditures directly related to the administration of these activities may not be considered for reimbursement, including and limited to: personnel involved in non-clinical program administration, financial management, clerical/secretarial and/or audits of federal expenditures. B. Performance Monitoring The City will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the City, suspension or termination procedures will be initiated. C. Special Conditions Title 2 CFR 200 (Uniform Administrative Requirements) Title 24 CFR 570 (HUD CDBG) Title 31 CFR Part 35 (Coronavirus State and Local Fiscal Recovery Funds) SECTION 2: PROJECT DESCRIPTION Type of Project: Real Property Acquisition and Repair/Renovation/Rehabilitation Counseling Connections for Change - COVID-19/Coronavirus Prevention, Response and/or Recovery. Project Location: Counseling Connections for Change— Pearland Office (2549 Roy Road) Service Area: City of Pearland Amount Funded: $550,000 SECTION 3: TERM OF AGREEMENT The term of this Agreement is through September 30, 2024. SECTION 4: PROGRAM REPORTING The Subrecipient shall submit such reports as required by the City to meet its local obligations and its obligations to HUD or HUD. 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: City of Pearland, Texas Page 2 of 20 ARPA OR CDBG Subrecipient Agreement 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 Subrecipient through this Agreement. C. Closeout reports including a final performance report, inventory of all property acquired or improved by ARPA AND/OR CDBG 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 the Subrecipient allowable costs for services identified in this Agreement not to exceed Five Hundred and Fifty Thousand Dollars ($550,000) upon presentation of properly executed reimbursement 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 Subrecipient's application and budget and approved by the City unless any or all such costs are disallowed by HUD and/or the HUD. B. Payments Reimbursement request must be submitted to the City of Pearland in accordance with instructions to be provided to the Subrecipient under separate cover. Payments may be contingent upon certification of the Subrecipient's financial management system in accordance with the standards specified in applicable sections of 2 CFR 200. Reimbursement payments shall be made to: Counseling Connections for Change. 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. C. Budget Line Item Amount: Property Acquisition $537,930 Contingency $12,070 TOTAL $550,000 In addition, the City may require a more detailed budget breakdown than the one contained herein, and the Subrecipient shall provide such supplementary budget information in a timely fashion in the form and content prescribed by the City. Any amendments to the budget must be approved in writing by both the City and the Subrecipient. City of Pearland, Texas Page 3 of 20 ARPA OR CDBG Subrecipient Agreement 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 City, the City shall make or arrange for payments to the Subrecipient 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 City); C. The Subrecipient 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 Subrecipient have been resolved to the satisfaction of the City. The Subrecipient's obligation to the City 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 Subrecipient has control over ARPA AND/OR CDBGand/or CDBG 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, HUD, and the HUD shall have the right to audit the records of the Subrecipient as they relate to the Agreement and the activities and services described herein. The Subrecipient shall also: A. Maintain an effective system of internal fiscal control and accountability for all ARPA AND/OR CDBG funds and property acquired or improved with ARPA AND/OR CDBG 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 Subrecipient's accounting records. 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, HUD 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 Subrecipient, that the Subrecipient anticipates will not be expended during the term of this Agreement and permit the reassignment of the same by the City to other Subrecipients. City of Pearland, Texas Page 4 of 20 ARPA OR CDBG Subrecipient Agreement 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, HUD 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 Subrecipient 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, HUD or the U.S Treasury determines that any funds were expended by the Subrecipient for unauthorized or ineligible purposes or the expenditures constitute disallowed costs in any other way, the City, HUD or the U.S Treasury may order repayment of the same. The Subrecipient shall remit the disallowed amount to the City within thirty (30) days of written notice of the disallowance. A. The Subrecipient 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 Subrecipient aggress that upon expiration of this Agreement, the Subrecipient shall transfer to the City any ARPA AND/OR CDBG funds on hand at the time of the expiration and any accounts receivable attributable to the use of ARPA AND/OR CDBG 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. 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. City/City Subrecipient 1st Level Joel Hardy Dawn Lawson 2nd Level Ron Fraser Dawn Lawson 3rd Level Clay Pearson Dawn Lawson Address 3519 Liberty Drive 2549 Roy Road Pearland, TX 77581 Pearland, TX 77581 City of Pearland, Texas Page 5 of 20 ARPA OR CDBG Subrecipient Agreement SECTION 2: GENERAL CONDITIONS A. General Compliance The Subrecipient agrees to comply with the requirements of Title 2 of the Code of Federal Regulations, Part 200 (Uniform Administrative Requirements). The Subrecipient also agrees to comply with all other applicable Federal, State and local laws, regulations, and policies governing the funds provided under this Agreement. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. The Subrecipient shall comply with all applicable Federal laws, regulations, and requirements and all provisions of this Agreement, which include compliance with the provisions of ARPA and/or CDBG and all rules, regulations, guidelines, and circulars promulgated by the various Federal departments, agencies, administrations, and commissions relating to the ARPA AND/OR CDBG 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 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 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" 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 City and the Subrecipient. The Subrecipient shall, at all times, remain an "independent contractor"with respect to the services to be performed under this Agreement. The City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Subrecipient is an independent contractor. C. Hold Harmless To the extent permitted by law, the Subrecipient 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, City of Pearland, Texas Page 6 of 20 ARPA OR CDBG Subrecipient Agreement claims, lawsuits, damages, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation The Subrecipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance & Bonding The Subrecipient 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 City. The Subrecipient 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 Subrecipient'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 Subrecipient 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 Subrecipient 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 Subrecipient 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 Subrecipient 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. 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 City's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the City or Subrecipient from its obligations under this Agreement. The City 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 City and Subrecipient. City of Pearland, Texas Page 7 of 20 ARPA OR CDBG Subrecipient Agreement H. Failure to Perform In the event of a failure by the Subrecipient 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 Subrecipient 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 City 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 Subrecipient 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 ARPA AND/OR CDBGguidelines, policies or directives as may become applicable at any time; B. Failure, for any reason, of the Subrecipient 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 Subrecipient to the City 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 II, ¶ B, this Agreement may also be terminated for convenience by either the City or the Subrecipient, 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 City determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the City 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 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 Subrecipient ineligible for further participation in the ARPA AND/OR CDBG program. SECTION 3: ADMINISTRATIVE REQUIREMENTS City of Pearland, Texas Page 8 of 20 ARPA OR CDBG Subrecipient Agreement A. Financial Management 1. Accounting Standards The Subrecipient 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 Subrecipient 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. Documentation and Record Keeping 1. Records to be Maintained The Subrecipient 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 ARPA AND/OR CDBG 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 ARPA AND/OR CDBG assistance; and • Records documenting compliance with the fair housing and equal opportunity components of the ARPA AND/OR CDBG program. 2. Retention The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years following the official close-out and audit of the program. 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. 3. Beneficiary Data If applicable, the Subrecipient 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 City monitors or their designees for review upon request. City of Pearland, Texas Page 9 of 20 ARPA OR CDBG Subrecipient Agreement 4. Disclosure The Subrecipient 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 City's or Subrecipient's responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Audits & Inspections All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the City, HUD, 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 Subrecipient within thirty(30) days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning Subrecipient audits and OMB Circular A-133. C. Citizen Participation The Subrecipient 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 Subrecipient shall comply with current City 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 City upon termination of this Agreement. 2. OMB Standards 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.) 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 City of Pearland, Texas Page 10 of 20 ARPA OR CDBG Subrecipient Agreement 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 Subrecipients Under 2 C.F.R. Part 200(Uniform Rules): Supplement to the Public Assistance Procurement Disaster Assistance Team (PDAT) Field Manual Chapter IV, if 6.d, 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, 1[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 Subrecipients. 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 Subrecipient. b. Specifically, a covered transaction includes the following contracts for goods or services: a. The contract is awarded by a recipient or Subrecipient in the amount of at least $25,000. b. The contract requires the approval of HUD, regardless of amount. c. The contract is for federally-required audit services. E. Travel No ARPA AND/OR CDBG funds may be used for travel. SECTION 4: PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. General Compliance The Subrecipient 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 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination The Subrecipient 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 City of Pearland, Texas Page 11 of 20 ARPA OR CDBG Subrecipient Agreement 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 Subrecipient 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 Subrecipient 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 Subrecipient 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 City and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, 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 Subrecipient 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 City shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. City of Pearland, Texas Page 12 of 20 ARPA OR CDBG Subrecipient Agreement 5. Architectural Barriers Act/Americans with Disabilities Act The Subrecipient 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 1. Women- and Minority-Owned Businesses (W/MBE) The Subrecipient 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 Subrecipient 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 Subrecipient shall furnish and cause each of its own Subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the City, HUD 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 The Subrecipient 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 Subrecipient'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 (EEO/AA) Statement 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, City of Pearland, Texas Page 13 of 20 ARPA OR CDBG Subrecipient Agreement 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 Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity and Affirmative Action employer. The Subrecipient 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 Subrecipient 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 Subrecipient 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 Subrecipient 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 Subrecipients or subcontractors. C. Employment Restrictions 1. Prohibited Activity The Subrecipient 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 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 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. 2. Labor Standards The Subrecipient 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 Subrecipient 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. City of Pearland, Texas Page 14 of 20 ARPA OR CDBG Subrecipient Agreement The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. The Subrecipient 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 City 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, 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 Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient 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 Subrecipient 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 Subrecipient'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 Subrecipient that the Subrecipient 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 Subrecipient's policy of maintaining a drug-free 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 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 City of Pearland, Texas Page 15 of 20 ARPA OR CDBG Subrecipient Agreement 1. Assignability The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the City; provided, however, that claims for money due or to become due to the Subrecipient from the City 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 City. All terms and conditions of this Agreement shall apply to any approved subcontract or assignment related to the Agreement. 2. Subcontracts A. Approvals The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the written consent of the City prior to the execution of such agreement. B. Monitoring The Subrecipient 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 Subrecipient 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 Subrecipient 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 City along with documentation concerning the selection process. 3. Hatch Act The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. [Reserved] 5. Conflict of Interest The Subrecipient agrees to abide by the provisions of 2 CFR 200.112, which include, but are not limited to the following: City of Pearland, Texas Page 16 of 20 ARPA OR CDBG Subrecipient Agreement A. The Subrecipient 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 Subrecipient 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 ARPA OR CDBG-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 ARPA OR CDBG-assisted activity, or with respect to the proceeds from the ARPA OR CDBG-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 City, the Subrecipient, or any designated public agency. 6. Lobbying The Subrecipient 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-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 Subrecipients 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. City of Pearland, Texas Page 17 of 20 ARPA OR CDBG Subrecipient Agreement 7. City Recognition The Subrecipient 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 Subrecipient 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 City 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. 9. Religious Activities The Subrecipient 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 ARPA AND/OR CDBG funds the Subrecipient 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 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 ARPA AND/OR CDBGregulations 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 Subrecipient 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 Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: City of Pearland, Texas Page 18 of 20 ARPA OR CDBG Subrecipient 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 Subrecipient 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 Subrecipient 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 Agreement shall 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 The City's failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the City 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. City of Pearland, Texas Page 19 of 20 ARPA OR CDBG Subrecipient Agreement SECTION 11: ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the City and the Subrecipient 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 City and the Subrecipient 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. City: City of Pearland, Texas Federal I.D. # 74-6028909 fOc ' f 2 1-- CI MAN GER DATE PRINTED A(' Subrecipient: Counseling Connections for Change Federal I.D. DUNS# AUTHORIZED OFFICIAL TITLE PRINTED NAME DATE City of Pearland, Texas Page 20 of 20 ARPA OR CDBG Subrecipient Agreement SECT!0 N•11::ENTI RE.AGREEMENT This Agreement 0:Witt:dealt* entire agreement:between the CitybridtheStibreciplent for the use..ef funds received under::this Agreement and:it supersedes all:prior or•contemporaneous communications andOroOOSale Whether electronic,Ora Or written between the City.and the Subreciplent.With respect to this.Agreerrient: SECTION.12: :NOTlDA ($ENEFJCjARIES Except:as Op-patty provided otherwibe,•thit:Agreernerit is i nterided lobe solely:for the benefit Of the'parties. and shall not:otherwise be deemed to confer upon ny other person or third party any remedy, 0001i:cause-or action:Or other right. SECTION •GOVERNING:LAW AND JURISDICTION This Agreernent:She be•construed in•aCeerdance With the lbws of the State of Texas In the event of any. dispute over to:AgreoniehtstermsighdbonditiOnklheektusiveVentie and jurisdiction for any litigation arising thereu oder shall be in th0.0010tpourt:Of EratOria-COUnty,and,if necessary for exclusive federal questions,the•UnitedStates:DiStrict Court for the of Texas. IN WITNESS WHEREOF:,the Parties have:executed.this:Agreernentes of the:date Of-the most recent signatory City' City of Pearlandi.TexaS Federal:1.P#74.:6018909. :0G•„ • •. MAN .... DATE. PRINTED AM Subrecipient: Counseling•ConnectIons•foriChange Unique Entity ID;U93:131UDEVTK5. .00757-71:54+15: DUNS t .eatf. 5044L-1-'7 " • ... .• : .RI OFFI IAL • Ting:PRINTED • • •• • ---()ottoi ...li.voigsS- • ... \co af3'-' •'Am DATE City of Peerteml;Tope • • PegeI•O•Of 20, ARPA 0 ITODBG Subrecipient Agreement.