4-CD 50-7.6c-51-7.6b Coundy and Federal Conditions, Wages.pdf

1. GENERAL COUNTY CONDITIONS

A. General Compliance with Applicable Laws and Regulations

1. General HUD and CDBG Program Requirements

The Subrecipient agrees to abide by the requirements of Title 24 of the Code of Federal Regulations, Part 5 (requirements applicable to all HUD programs), Title 24 of the Code of Federal Regulations Part 570 (HUD's regulations concerning the operation and administration of the CDBG

Program), and all other laws and regulations applicable to the CDBG

Program. Subrecipient acknowledges that it has received a copy of the document entitled "Playing by the Rules: A Handbook for CDBG

Subrecipients on Administrative Systems." Copies of the regulations governing the CDBG Program and all other laws and regulations applicable to the CDBG Program may be obtained from the Department or are available for inspection at https://www.hudexchanqe.info/resource/687/playinq-by-the-rules-a-handbook-for-cdbq-subrecipients-on-administrative-systems/

2. Compliance With Applicable Health And Safety Requirements

(a) Subrecipient's Obligation

The Subrecipient agrees to abide by all building codes, zoning ordinances and other related health, safety and welfare statutes, ordinances, rules and regulations imposed by any federal, state or local governing body that are applicable to the Subrecipient's provision or performance of the Scope of Services under this

Agreement.

(b) Permits

(i) The Subrecipient shall obtain any and all federal, state and local permits, licenses, and/or certifications required to provide, perform or carry out the work or services described in Exhibit

"A." The Subrecipient agrees to provide copies or other proper proof of applicable permits, licenses and/or certifications to the Department upon request.

(ii) The Subrecipient shall immediately inform the

Department if it has received notice of any change in any permit, license or certification that would adversely affect the Subrecipient's ability to provide, perform or carry out the Scope of Services under this Agreement.

B. No Co-Partnership For Subrecipient

It is understood and agreed that nothing herein contained is intended or shall be construed to in any respect create or establish the relationship of co partners between the parties, or as constituting the Subrecipient as an employee, agent, servant or representative of the Department or the County for any purpose whatsoever. At all times, the Subrecipient shall provide, perform, and carry out the Scope of Services under this Agreement as an independent contractor.

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C. Indemnification

1. General Promise of Indemnification

The Subrecipient agrees to indemnify, protect, defend and hold harmless the County, its elected officials, officers, appointees and employees from and against any and all liability, damages, claims, lawsuits, liens and judgments of whatever nature, including but not limited to, claims for contribution and/or indemnification, for injuries to or the death of any person(s), and/or the loss of real, personal or intangible property of any kind or nature caused by, in conjunction with, or arising out of the Scope of

Services provided, performed, carried out or undertaken by the Subrecipient pursuant to this Agreement. The obligation of the Subrecipient to indemnify, protect, defend and hold the County harmless, as set forth in this subparagraph, shall include any and all attorney's fees incurred by the

County, in the defense of and/or handling of any lawsuits, demands, liens, judgments, claims and the like and all attorney's fees and investigation expenses incurred by the County in enforcing and/or obtaining compliance with the provisions of this subparagraph.

2. Indemnification - Worker Compensation Claims

The Subrecipient agrees to indemnify, protect, defend and hold harmless the County, its elected officials, officers, appointees and employees from any claims against or liability for compensation under the

Pennsylvania Worker's Compensation Act, 77 P.S. § 1 et seq., arising out of injuries sustained by any employees or agents of the Subrecipient or of any licensees or sub-contractors of the Subrecipient.

3. Notices of Claims and Lawsuits

Each party shall give to the other party prompt and timely written notice of any claims made or lawsuits filed, which, in any way, directly or indirectly, contingently or otherwise affect or may affect the other party. Each party shall have the right to defend and compromise any claim or lawsuit to the extent of its own interest.

D. Insurance And Bonding Requirements

1. Insurance

(a) At its own cost and expense, the Subrecipient shall maintain policies of insurance in effect at all times throughout the term of this

Agreement that meet the requirements specified by the Department in the document marked "INSURANCE REQUIREMENTS," which is incorporated by reference in its entirety herein and attached hereto as Exhibit "C" to this Agreement. All policies of insurance shall be endorsed to include the County, its elected officials, officers, appointees and employees as additional insureds.

(b) Prior to or contemporaneously with the execution of this

Agreement, the Subrecipient shall provide the Director with a

Certificate(s) of Insurance issued by a company or companies licensed to do business in the Commonwealth of Pennsylvania evidencing the insurance coverage(s) identified in Exhibit "C."

Throughout the term of this Agreement, the Subrecipient shall provide the Director within thirty (30) days of expiration evidence of insurance coverage(s) identified in Exhibit "C." Such evidence shall include, but necessarily be limited to, new Certificate(s) of such insurance coverage.

(c) In addition to identifying the County, its elected officials, officers, appointees and employees as additional insureds, the

Certificate(s) of Insurance shall provide that the insurance company notify the Director in writing, at least thirty (30) days prior to any termination of the policy or any alterations in the policy that would change, restrict or reduce the insurance provided or change the name of the insured.

(d) The Director may, at his discretion, waive or modify any of the insurance requirements set forth in Exhibit "C" with the exception of

Worker's Compensation Insurance, which is required by Pennsylvania law. The Subrecipient's request for a waiver of the insurance requirements must be set forth in writing and state the specific reasons that the waiver is being requested.

2. Bonding

(a) Subrecipient shall furnish County with verification of employee dishonesty insurance or fidelity bonding of all employees of

Subrecipient who are responsible for the administration of CDBG funds provided by the County to the Subrecipient under this

Agreement in accordance with the requirements set forth at Exhibit

"C" hereto.

(b) If the Subrecipient is a governmental body, the Subrecipient shall require its approved subcontractors to furnish bid performance and payment bonds as required by State and Local law. If the

Subrecipient is not a governmental body, the Subrecipient shall require its approved subcontractors to furnish bonds in such types and amounts as required by the DIRECTOR or designee.

(c) In all contracts for construction or facility improvements in excess of $100,000.00, Subrecipient shall adhere to the bonding requirements set forth in 2 CFR Part 200, Exhibit "C", entitled

Bonding and Insurance:

(i) A bid guarantee from each bidder equivalent to five percent of the bid price. This bid guarantee shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid, as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified.

(ii) A Performance Bond on the part of the contractor(s) for one hundred percent of the contract price to secure fulfillment of all the contractor(s) obligations under this contract.

(iii) A payment bond on the part of the contractor for 100 percent of the contract price to secure fulfillment of all the contractor(s) obligations under this contract.

(iv) Exceptions to the foregoing bonding requirement only may be made by HUD after a prior determination has revealed that HUD's interest is adequately protected.

E. Absence of Rights in Third Parties

No provision of this Agreement shall be construed in any manner so as to create any rights in third parties who are not signatories to this Agreement. It shall be interpreted solely to define specific duties and responsibilities between the County and the Subrecipient, and shall not provide any basis for claims of any other individual, partnership, corporation, organization or municipal entity.

F. Assignment and Delegation

The Subrecipient shall have no right or power to assign or delegate any rights or duties pursuant to this Agreement without the prior written permission of the Director.

Any assignment or delegation so permitted shall be subject to all the terms, conditions, and other provisions of this Agreement and Subrecipient shall remain liable to the

County with respect to each and every term, condition and other provision hereof to the same extent that the Subrecipient would have been obligated if no assignment or delegation had been made.

G. Subcontracting

1. General Prohibition

Except for those contracts or subcontracts specifically authorized as part of the Scope of Services for this Agreement, the Subrecipient shall neither enter into any agreements with any Contractor for any of the services contemplated under this Agreement nor allow any approved Contractor to enter into any agreements with any Subcontractor for any of the services contemplated under this Agreement without obtaining prior written approval of the Director.

2. General Rules for Subcontracting

(a) When the Director authorizes any subcontracting for part of the Scope of Services, the Subrecipient agrees to accept full responsibility for the quality and quantity of any work performed by any of its approved

Contractor or Subcontractor as part of the Scope of Services.

(b) In any subcontracting authorized or permitted under this

Agreement, the Subrecipient shall require all Contractors and Subcontractors to comply with all requirements as set forth in this Agreement, in the Exhibits to this Agreement as well as all applicable federal, state or local requirements governing the provision or performance of the Scope of Services.

1. Veteran- Owned Small Business

In accordance with Allegheny County Ordinance No. 6867-12, the Subrecipient and its Contractors and Subcontractors are required to make a good faith effort to meet the County's Veteran-Owned Small Business participation goal of five percent (5%) of the work, services or activities to be performed as part of the Scope of Services under this Agreement.

In order to demonstrate a good faith effort in meeting this County goal, the

Subrecipient and its Contractors and Subcontractors shall complete and submit to the Department a M/W/DBE/VOSB Participation Statement which details the efforts made by the Subrecipient and its Contractors and

Subcontractors to obtain such VOSB participation. The Subrecipient and its

Contractors and Subcontractors also shall require any person or entity claiming status as a VOSB to provide proof of veteran ownership including percentage & name and address of business.

H. No Personal Liability

No elected official, officer, appointee or employee of the County shall be charged personally or held contractually liable by or to the Subrecipient under any term or provision of this Agreement or because of any breach hereof or because of his, her or their execution, approval or attempted execution of this Agreement.

I. Non-Waiver by County

A failure by the County to take any action with respect to any default or violations by the Subrecipient of any of the terms, conditions, or covenants of this

Agreement shall not in any way limit, prejudice, diminish or constitute a waiver of any right of the County to act with respect to any prior, contemporaneous or subsequent violation or with respect to any continuation or repetition of the original violation or default under this Agreement.

J. Modification or Amendment

1. Need for Written Amendment

The parties may amend or modify this Agreement at any time provided that such amendments or modifications make specific reference to this Agreement and are executed in writing by a duly authorized representative of each party. Such amendment or modification shall not invalidate this Agreement, nor relieve or release either party from its obligations under this Agreement.

2. Amendment at County's Discretion

The County may, at its discretion, amend this Agreement or any Exhibits to this Agreement, to conform with federal, state or local governmental regulations, guidelines, policies and available funding amounts, or for other reasons. If amendments result in a change in the funding, the Scope of Services, or schedule of the work, project, activity or service described in the Scope of Services, such amendment or modifications will be incorporated only by a written amendment signed by the parties.

K. No Warranties or Representations

The Subrecipient agrees that no representations or warranties shall be binding upon the County unless expressed in writing hereof or in a duly executed amendment hereof.

L. Acknowledgment of Funding

The Subrecipient shall place, and shall require all persons performing services hereunder to place, in a conspicuous place on any premises, data, material, media, curricula, instruments or reports developed or delivered under this Agreement, that the work was performed and the services were provided under an Agreement funded by the Department and/or, where applicable, the appropriate department or Subrecipient of the Commonwealth of Pennsylvania or

U. S. Government and or applicable HUD.

M. Default

In accordance with 24 CFR § 85.43, the County may, subject to the provisions of Paragraph O below in this Paragraph 6 of this Agreement entitled

"Force Majeure", and in addition to its other rights under the Agreement, declare the

Subrecipient in default by written notice thereof to the Subrecipient, and terminate

(as provided in Subparagraph P below in this Paragraph 6 of this Agreement entitled "Termination") the whole or any part of this Agreement for any of the following reasons:

1. Failure to begin the Scope of Services within the time or in the manner specified in this Agreement;

2. Failure to perform the Scope of Services with sufficient labor, equipment, or material to insure the completion of the specified work in accordance with the terms of this Agreement;

3. Unsatisfactory performance of the Scope of Services;

4. Discontinuance of the Scope of Services without approval;

5. Failure to resume the Scope of Services, which has been discontinued, within a reasonable time after notice to do so;

6. Insolvency or bankruptcy;

7. Assignment made for the benefit of creditors;

8. Failure or refusal within ten (10) days after written notice by the

Director or his designee, to make payment or show cause why payment should not be made, for any services rendered or provided in connection with the provision or performance of the Scope of Services;

9. Failure to protect, to repair, or to make good any damage or injury to property;

10. Failure to obtain any permit, license or the cancellation or termination of any permit, license or certification necessary or required to perform or carry out the Scope of Services;

11. Material breach of any provision of this Agreement, which shall include but not be limited to:

(a) Failure to comply with any rules, regulations or provisions governing the CDBG Program, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time;

(b) Ineffective or improper use of the CDBG funds provided by the County pursuant to this Agreement; or

(c) Submission by the Subrecipient of reports that are incorrect or incomplete in any material respect.

12. Misrepresentation or falsification of Subrecipient's application, financial statements, financial documents or other submissions;

13. Failure to provide or omitting any information required or requested by County relating to the approval of this Agreement; or

14. Misrepresenting, falsifying or omitting information from reports or performance requirements.

N. Remedies - Cumulative

All rights and remedies under this Agreement shall be cumulative and shall be in addition to those rights which the parties may have under applicable law, statute, regulation or otherwise.

0. Force Majeure

1. Causes Beyond Control of the Parties

Neither party will incur any liability to the other if its performance of any obligation under this Agreement is prevented or delayed by causes beyond its control and without the fault or negligence of either party.

Causes beyond a party's control may include, but are not limited to, acts of

God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes.

2. Notice of Cause

The Subrecipient shall notify the County orally and in writing within a reasonable period of time when the Subrecipient becomes aware or should have reasonably become aware that such cause beyond its control would prevent or delay its performance. Such notification shall:

(a) Describe fully such cause(s) beyond its control and its effect on performa nee,

(b) State whether performance under the

Agreement is prevented or delayed, and

(c) If performance is delayed, state a reasonable estimate of the duration of the delay.

3. Burden of Proof

The Subrecipient shall have the burden of proving that such cause(s) beyond its control delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the

County may reasonably request. After receipt of such notification, the County may elect either to cancel the Agreement or to extend the time for performance as reasonably necessary to compensate for the Subrecipient's delay.

4. Governmentally Declared Emergency

In the event of a declared emergency by competent governmental authorities, the County, by notice to the Subrecipient, may suspend all or a portion of the Agreement.

P. Termination

1. Reasons for Termination

The County, through the Director or his designee, shall have the right to terminate this Agreement for any of the following reasons:

(a) Termination for Convenience - 24 CFR § 85.44

(i) In accordance with 24 CFR § 85.44, the County shall have the right to terminate the Agreement for its convenience upon giving thirty (30) days written notice to the Subrecipient.

(ii) In the event that the County elects to terminate the

Agreement for its convenience, the County shall pay the

Subrecipient for all satisfactory work completed or services performed up to and including the date of termination.

(b) Termination for Non-Appropriation/Insufficient Appropriation

In the event that grant of CDBG funds to the County from

HUD for the operation of the CDBG Program in Allegheny County is not obtained or continued at an aggregate level insufficient to allow for the procurement of the services set forth in Exhibit "A" from the

Subrecipient, the County may exercise either one of the following options:

(i) Issue a written Notice of Termination of this

Agreement to the Subrecipient effective upon a specified date. In the event of termination of the Agreement for nonappropriation/insufficient appropriation, the County shall pay the Subrecipient for all satisfactory work completed or services performed, if any, up to and including the date of termination; or

(ii) Continue the Agreement by written amendment providing for a reduction in either the term of the Agreement, the Scope of Services to be provided or the compensation to be paid to the Subrecipient pursuant to this Agreement, or any combination thereof in a manner consistent with the nature, amount and circumstances of the County's loss of

State, Federal, and/or Local funding; provided, however, that any termination or reduction of the term, compensation or

Scope of Services under this Agreement shall be without prejudice to any obligations or liabilities of either party incurred prior to such termination or reduction of the term, Scope of Services or compensation under this Agreement.

(c) Termination for Cause

In accordance with 24 CFR § 85.43, the County shall have the right to immediately terminate the Agreement upon notice to the

Subrecipient for any reason set forth in the Subparagraph M above in this Paragraph 6 of this Agreement which is entitled "DEFAULT."

The County shall also have the right to immediately terminate the

Agreement upon notice to the Subrecipient for breach or violation of any term or condition as specified in any Exhibit to this Agreement, or any applicable law, rule or regulation governing the provision of the

Scope of Services.

2. Actions Subsequent to Termination

Except as otherwise directed by the County, the Subrecipient, upon receipt of a Notice of Termination, shall:

(a) Stop work under this Agreement on the date of and to the extent specified in the Notice of Termination;

(b) Place no further orders, contracts, or subcontract for materials, services, or facilities except as may be necessary for completion of such portion of the work or services under this

Agreement as is not terminated;

(c) Terminate all orders, contracts, and subcontract to the extent that they relate to the performance of work or services terminated by the Notice of Termination;

(d) Assign to the County in the manner, at the time, and to the extent directed by the County all of the rights and interest of the

Subrecipient under the orders, contracts or subcontract so terminated, and at the discretion of the County, settle or pay any or all claims arising out of the termination of such orders, contracts or subcontract.

(e) Settle all outstanding liabilities and claims arising out of such termination of orders, contracts, and subcontract, with the approval or ratification of the County, to the extent that the County may require.

Such approval or ratification shall be final for all the purposes of this clause. Notwithstanding the above, the Subrecipient shall not be relieved of liability to the County for damages sustained by the County by virtue of, or in any manner or degree of, the performance of

Subrecipient hereunder.

(f) Take all other reasonable and necessary actions to discharge

Subrecipient's duties under this Agreement in an orderly manner.

Q. Special Conditions

The Subrecipient agrees to adhere to those specific conditions set forth in the

Scope of Services incorporated by reference in its entirety herein and attached hereto as Exhibit "A" to this Agreement.

2. ADMINISTRATIVE REQUIREMENTS

A. Financial Management

1. Accounting Standards

The Subrecipient agrees to comply with 2 CFR Part 200.300 Subpart

D, Post Federal Award Requirements 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

(a) If the Subrecipient is a not a governmental body, then the

Subrecipient shall perform in conformance with 2 CFR Part 200.400

Subpart E "Cost Principles". These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

(b) If the Subrecipient is a governmental body, then the

Subrecipient shall perform in conformance with 2 CFR Part 200.400

Subpart E "Cost Principles". The principles set forth shall be applied for all costs incurred whether charged on a direct or indirect basis.

(c) If the developer is private, for-profit enterprise, then developer shall perform in conformance with 2 CFR Part 200.00. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record Keeping

1. CDBG Requirements

(a) Records to be Maintained

The Subrecipient shall maintain all records required by the

Federal regulations specified in 24 CFR § 570.506, which are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to:

(i) Records providing a full description of each activity undertaken;

(ii) Records demonstrating that each activity undertaken meets one of the National Objectives of the

CDBG Program;

(iii) Records required to determine the eligibility of activities;

(iv) Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance;

(v) Records documenting compliance with the fair housing and equal opportunity components of the CDBG

Program;

(vi) Financial records as required by 24 CFR § 570.502, and

2 CFR Part 200.300 Subpart D Post Federal Award

Requirements; and

(vii) Other records necessary to document compliance with Subpart K of 24 CFR Part 570.

(b) Retention

The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum period of four (4) years. The retention period begins on the date of the submission of the County's Annual Performance and Evaluation Report (CAPER) to HUD in which the activities assisted under the

Agreement are reported on for the final time, as completed.

Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four year period or completion date, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later.

(c) Client Data

Where applicable, the Subrecipient shall maintain such data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to County monitors or their designees for review upon request.

(d) Disclosure

The Subrecipient understands that client data collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the

County's or Subrecipient's responsibilities with respect to services provided under this contract, is prohibited by applicable law unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.

(e) Close-outs

The Subrecipient's obligations to the County under this agreement shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets

(including the return of all unused materials, equipment, program income balances, and accounts receivable to the County), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income.

(f) Audits & Inspections

(i) All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the County, either through its Manager or its Controller 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 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments.

(ii) The Subrecipient hereby agrees to have an annual

Subrecipient audit in accordance with the current County policy concerning Subrecipient audits and the Subrecipient must comply with the requirements set forth in 2 CFR Part 200.500 Subpart F Audit

Requirements, Uniform Grant Guidance.

2. County Controller Fiscal Record Keeping Requirements

(a) Obligation to Maintain Fiscal Records

The Subrecipient and all approved contractors and/or subcontractors of the Subrecipient shall maintain books, program and financial records, documents, correspondence and other evidence pertaining to costs and expenses related to this Agreement

(hereinafter referred to collectively as "the Fiscal Records'') in such detail as will properly reflect all costs of labor, materials, equipment, supplies, services and other costs and expenses of whatever nature for which funding has been provided by the County to the

Subrecipient for the prov1s1on or performance of the Scope of

Services described in Exhibit "A" of this Agreement.

(b) Manner of Maintaining Fiscal Records

The Subrecipient and all approved contractors and/or subcontractors of the Subrecipient shall maintain the Fiscal Records in accordance with generally accepted accounting principles, where applicable.

(c) Access to and Inspection of Fiscal Records

The Subrecipient and all approved contractors and/or subcontractors of the Subrecipient shall provide access, during normal business hours, to such Fiscal Records upon request of the

County's Manager or the County's Controller or their respective designees upon receipt of reasonable advance notice, either oral or written.

(d) Length of Time to Preserve Fiscal Records: Right to Audit

The Subrecipient and all approved contractors and/or subcontractors of the Subrecipient shall cause such Fiscal Records pertaining to services provided under this Agreement to be preserved and available for inspection for a minimum period of four (4) years. The retention period begins on the date of the submission of the County's

Annual Performance and Evaluation Report (CAPER) to HUD in which the activities assisted under the Agreement are reported on for the final time, as completed. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period or completion date, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later. The

County Manager and the County Controller (or their respective designees) may audit, examine, review, photocopy, and/or make excerpts or transcripts of any Fiscal Records of the Subrecipient and of all contractors and/or subcontractors of the Subrecipient. Any deficiencies noted in any audit reports or otherwise must be fully resolved by the Subrecipient and all contractors and/or subcontractors of the Subrecipient to the County's sole satisfaction, within thirty (30) days after receipt of written notice of such deficiencies by the

Subrecipient and all contractors and/or subcontractors of the

Subrecipient. Failure of the Subrecipient and all contractors and/or subcontractors of the Subrecipient to comply with the provisions set forth in this paragraph may constitute a violation of this Agreement and, at the County's sole discretion, may result in the withholding future payments by the County.

C. Reporting and Payment Procedures

1. Program Income

If program income is generated, the Subrecipient shall report on a quarterly basis all program income (as defined at 24 CFR § 570.500(a)) generated by activities carried out with CDBG funds made available under this

Agreement. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR § 570.504. By way of further limitations, the Subrecipient may use such income during the term of the Agreement for activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such program income balance on hand.

All unexpended program income shall be returned to the County at the end of the term of the Agreement.

2. Indirect Costs

If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient's share of administrative costs and shall submit such plan to the County for approval, in a form specified by the County.

3. Payment Procedures

The County will pay to the Subrecipient funds available under this

Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and County policy concerning payments.

Payments will be made for eligible expenses actually incurred by the

Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the County in accordance with advance fund and program income balances available in Subrecipient accounts. In addition, the County reserves the right to liquidate funds available under this contract for costs incurred by the County on behalf of the Subrecipient.

4. Progress Reports

The Subrecipient shall submit regular progress reports, attached hereto as Exhibit "D", to the County in the form, content, and frequency as required by the Department.

5. Direct Benefit Forms

A direct benefit project or activity is one that benefits limited clientele.

Examples of a direct benefit project or activity include, but are not limited to, a project or activity to provide housing for low- moderate income persons; to create or retain jobs; and/or to remove architectural barriers (results in ADA improvements). If the Scope of Services provided, procured or performed by the Subrecipient is a direct benefit project or activity, then the Subrecipient shall submit a Direct Benefit Activities form and appropriate HUD CDBG

Performance Measurement Indicators form(s) for applicable projects before or with submission of the final payment request. If the Subrecipient fails to report direct benefit information, the County has the right to request these forms and to withhold payment until forms are received. If funds have been dispersed and the Subrecipient fails to report direct benefit information when requested, the Subrecipient is responsible for repayment of all funds from a non-federal source.

D. Procurement

1. 0MB Standards

The Subrecipient shall be responsible for procurement of all supplies, equipment, services, and construction necessary for implementation of the

Scope of Services. Procurement shall be carried out in accordance with the provisions for governmental entities 2 CFR Part 200 Subpart D, Post Federal

Award Requirements Procurement Standards, the procurement requirements of the Subrecipient, and all provisions of the CDBG Regulations at 24 CFR

Part 570; provided however, that the Subrecipient shall at all times adhere to and follow state and local laws or policies that require additional procurement procedures or set lower dollar-value thresholds for some forms of procurement than those set forth in the Procurement Standards.

2. Compliance

The Subrecipient shall comply with current County 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 County upon termination of this

Agreement.

E. Use and Reversion of Assets

The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 2 CFR Part 200 and 24 CFR § 570.502, § 570.503, and § 570.504, as applicable, which include but are not limited to the following:

1. CDBG Funds

The Subrecipient shall transfer if any to the County any CDBG funds on hand and any accounts receivable attributable to the use of funds under this

Agreement at the time of expiration, cancellation, or termination.

2. ReaI Property

Real property under the Subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR § 570.208 for five (5) years after expiration of the term of this Agreement. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG

National Objective for the prescribed period of time, the Subrecipient shall pay the County an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the County. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the County deems appropriate].

3. Equipment

In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income

(prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the

Subrecipient for activities under this Agreement shall be (a) transferred to the

County for the CDBG program or (b) retained after compensating the County

[an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment].

3. RELOCATION. REAL PROPERTY ACQUISITION AND ONE-FOR-ONE

HOUSING REPLACEMENT

A. Compliance with Applicable Laws/Regulations

The Subrecipient agrees to comply with the following if applicable:

1. The Uniform Relocation Assistance and Real Property Acquisition

Policies Act of 1970, as amended (URA), and implementing regulations at 49

CFR Part 24 and 24 CFR § 570.606(b);

2. The one-for-one replacement requirements set forth in Section 104

(d) of the Housing and Community Development Act of 1974 (the so-called

"Barney Frank Amendments") and HUD's Residential Anti-Displacement and Relocation Assistance Plan as implemented at 24 CFR § 570.488, §

570.606 (c) and § 42.375; and

3. The requirements in 24 CFR § 570.606(d) governing optional relocation policies.

B. Relocation Assistance

The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR § 570.606(b) (2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-assisted project. The Subrecipient also agrees to comply with applicable

County ordinances, resolutions and policies concerning the displacement of persons from their residences.

4. Architectural Design/Construction Material Requirements

A. Laws Affecting Architectural Design

The Subrecipient agrees to comply with the following laws affecting or concerning architectural design:

1. The Architectural Barriers Act of 1968 (42 USC§ 4151 et seq.);

2. The Fair Housing Act of 1988 (42 USC§§ 3601-3616); and

3. The American's with Disabilities Act of 1990 (42 USC § § 12101 et seq.; 36 CFR Part 1191) and the implementing regulations (24 CFR Part 40) issued pursuant thereto.

B. Prohibition on Use of Lead-Based Paint

The Subrecipient agrees that any construction or rehabilitation of residential structures under this Agreement shall be subject to the Lead-Based Paint Poisoning and

Prevention Act (42 USC § 4821 et seq.) and the HUD Lead-Based Paint Regulations at 24 CFR § 570.608, and 24 CFR Part 35, Subparts C through M. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of

Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. The Lead-Based Paint regulations are available at www.hud.gov/lead or by contacting 1-800-424-LEAD

(5323).

5. Conduct

A. 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 United States Code, 5 u.s.c. §§ 1501-1508.

B. Political Activity Prohibited

The Subrecipient agrees that no funds provided under this Agreement and no materials, property or services purchased with funds provided under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. However, a facility originally assisted with CDBG funds may be used on an incidental basis to hold political meetings, candidate forums, or voter registration campaigns, provided that all parties and organizations have access to the facility on an equal basis, and are assessed equal rent or use charges, if any.

C. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 2 CFR Part 200 and §

570.611, which include (but are not limited to) the following:

1. 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.

2. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by

Federal funds if a conflict of interest, real or apparent, would be involved.

3. No covered persons who exercise or have exercised any functions or responsibilities with respect to 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 CDBG-assisted activity, or with respect to the proceeds from the 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 County, the Subrecipient, or any http://www.hud.gov/lead designated public agency.

D. Prohibition Against Payments or Bonus Commissions

The funds provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining HUD approval of the application for such assistance, or any other approval or concurrence of HUD required under this

Agreement, Title I of the Act, as revised in 1977; provided, however, that reasonable fees for bona fide technical consultant, managerial or other such services other than actual solicitation are not hereby prohibited if otherwise eligible as program costs.

E. Lobbying Certification

The Subrecipient hereby certifies that:

1. 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 subrecipient, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any

Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any subrecipient, 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

3. It will require that the language of Paragraph 4 of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

4. 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 31 U.S.C. § 1352. 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.

F. Copyright

If this Agreement results in a book or other copyrightable material, the author is free to copyright the work; however, it is acknowledged that HUD and County reserves a royalty-free non-exclusive and irrevocable license to produce, publish or otherwise use and to authorize others to use all copyrighted material and all material which can be copyrighted. All reports, maps and other documents completed as part of this Agreement, other than documents exclusively for internal use within the

Department, shall carry the following notation on the front cover or title page containing the name of the document.

"The preparation of this report, map, document, etc., was financed in part through the Community Development Block Grant from the

Department of Housing and Urban Development, under the provisions of Section 701 of the Housing Act of 1954, as amended, in conjunction with Allegheny County Department of Economic Development, together with the date (month and year) the document was prepared.”

G. Patents

Any discovery or invention arising out of or developed in the course of the work aided by this Agreement shall be promptly and fully reported to HUD for determination by HUD as to whether patent protection on such invention or discovery, including rights under any patent issued therefore, shall be disposed of and administered, in order to protect the public interest.

H. Religious Activities

1. Prohibited Uses

The Subrecipient may not use direct any CDBG funds provided by the

County pursuant to this Agreement to support inherently religious activities, such as worship, religious instruction, or proselytization. If the Subrecipient engages in these activities, the activities must be offered separately, in time or location, from the programs or services directly funded with CDBG funds provided by the County pursuant to this Agreement, and participation must be voluntary for the beneficiaries of the CDBG -funded program or service.

2. Non-Prohibited Activities

Faith Based organizations may use space in their facilities to provide programs or services directly funded with CDBG funds provided by the

County pursuant to this Agreement, without removing religious art, icons, sculptures, or other religious symbols. In addition, a faith based organization may retain religious terms in its organizations name, select its board members on a religious basis, and include religious references in its organization mission statements and other governing documents.

3. Non-Discrimination

Faith Based organizations that operate programs or provide services directly funded with CDBG funds provided by the County pursuant to this

Agreement, shall not, in providing program assistance or services, discriminate against a program or service beneficiary or prospective program or service beneficiary on the basis of religion, or religious belief.

4. Acquisition, Construction and Rehabilitation of Structures

Faith Based organizations cannot use CDBG funds provided by the

County pursuant to this Agreement for the acquisition, construction, or rehabilitation of structures to the extent those structures are used for inherently religious activities. CDBG funds provided by the County pursuant to this Agreement may be used for the acquisition, construction, or rehabilitation of structures only to the extent that those structures are used for conducting eligible activities under the CDBG program. In the event a structure is used for both eligible and inherent religious activities, CDBG funds provided by the

County pursuant to this Agreement may not exceed the cost of the portion of the acquisition, construction, or rehabilitation that are attributable to eligible activities.

6. ENVIRONMENTAL CONDITIONS

A. Conditional Approval of Funding

Funding provided through this Agreement is "conditionally approved" subject to the completion of the Environmental Review Process by the CDBG Program Office.

Notwithstanding any provision of this Agreement, the parties hereto agree and acknowledge that this Agreement does not constitute a commitment of funds or site approval, and that such commitment of funds or approval may occur only upon satisfactory completion of environmental review and receipt by the County of a release of funds from HUD under 24 CFR Part 58. The parties further agree that the provision of any funds to projects/activities included in this Agreement is conditioned on the

County's determination to proceed with, modify or cancel the projects/activities based on the results of a subsequent environmental review.

B. Responsibilities - Environmental Review

The…