Exemplar_(For_Federally_Funded_Projects).pdf

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 1 of 25 38077.00100\31382441.1

ATTACHMENT C

EXEMPLAR

FOR FEDERALLY FUNDED PROJECTS

AGREEMENT

BETWEEN CITY OF MILPITAS AND

CONTRACTOR

FOR FY 20??-20?? CDBG FUNDED [INSERT DESCRIPTION FROM TYLER i.e. FOSTER

CARE] SERVICES

CONTRACT NO. ???

This Agreement is made and entered into as of ________________ (“Effective Date”) by and between the City of Milpitas (“CITY”), a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 455 E. Calaveras Boulevard, Milpitas, California 95035, and [***INSERT NAME***] (“CONTRACTOR”), a [***INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at [***INSERT ADDRESS***]. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS

A. CITY requires certain professional services as described on Exhibit A.

B. CONTRACTOR is qualified to perform these services and is willing to furnish them in accordance with the terms and conditions of this Agreement.

IN CONSIDERATION of the mutual covenants and conditions herein contained, the parties agree as follows:

AGREEMENT

1. General

CITY engages CONTRACTOR to perform consulting services pursuant to the covenants and conditions of this Agreement, at the compensation herein stipulated, and CONTRACTOR accepts the engagement upon these terms.

2. Term

This Agreement shall become effective __________________[Insert start date] and shall terminate on [Insert end date], unless otherwise terminated or extended pursuant to this Agreement. The City reserves the right to review the Contractor’s performance at any time during the term of this Agreement, and cancel all or part of the Agreement, at its sole discretion, with or without cause.

3. Scope of CONTRACTOR’s Duties and Services

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The scope of CONTRACTOR’s duties and services is set out in Exhibit A, which is attached and incorporated by reference. These duties and services shall be completed according to the time schedule contained in Exhibit A.

4. Payment by CITY: Time and Manner of Payment

CITY shall pay CONTRACTOR for all services to be rendered by it and all materials to be furnished under this Agreement, the amount specifically set forth and in the manner specifically set forth on Exhibit B, which is attached and incorporated by reference. CONTRACTOR agrees to accept this sum as full compensation for all services performed under this Agreement. CITY’s representative shall be responsible for obtaining a purchase order from the CITY’s Finance Department to encumber the funds for this Agreement.

5. Additional Work

The parties may change the scope of the services required by this Agreement by adding or deleting tasks, and CONTRACTOR shall perform the services required under this Agreement as modified. The contract price shall be adjusted to reflect the changes in the scope of services. These changes shall be made in a writing signed by both parties.

6. Professional Skill

It is mutually agreed by the parties that CITY is relying upon the professional skill of CONTRACTOR, and CONTRACTOR represents to CITY that its work shall conform to generally recognized professional standards in the industry. Acceptance of CONTRACTOR’s work by CITY does not operate as a release of CONTRACTOR’s representations.

7. Compliance with Political Reform Act

If the compensation to CONTRACTOR is to exceed $50,000, or if otherwise required by law, then within 30 days of the execution of this Agreement by both parties, CONTRACTOR shall submit a Disclosure Statement to the City Clerk pursuant to the provisions of Government Code Section 87302 and Title 2 of the California Code of Regulations Section 18700.

8. Equal Employment Opportunity

CONTRACTOR shall not discriminate against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, age, physical or mental disability, medical condition, marital status, or denial of family care leave.

9. Labor Standards ; Rates of Wages (DELETE SECTION IF NOT APPLICABLE)

CONTRACTOR shall ensure and warranty that all laborers and mechanics employed by contractors or subcontractors in the performance of construction work financed in whole or in part with assistance received under this chapter shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor in accordance with sections 3141– 3144, 3146, and 3147 of title 40: Provided, That this section shall apply to the rehabilitation of residential property only if such property contains not less than 8 units. This section shall not apply to any individual that—(1) performs services for which the individual volunteered; (2) does not receive compensation for

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 3 of 25 such services; or is paid expenses, reasonable benefits, or a nominal fee for such services; and (3) is not otherwise employed at any time in the construction work.

10. Compliance with Laws

CONTRACTOR shall comply with all current federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any court or administrative body or tribunal in any manner affecting the performance of this Agreement.

11. Independent Contractor

CONTRACTOR is acting as an independent contractor in furnishing the services or materials and performing the work required by this Agreement and is not an agent, servant or employee of CITY.

12. Indemnity

CONTRACTOR agrees to indemnify and hold harmless CITY, its officers and employees from all costs, expenses, claims, liabilities or damages to persons or property arising out of or in any way connected with the intentional or negligent act or omission of the CONTRACTOR, its officers, employees, agents, contractors, subcontractors or any officer, agent or employee thereof.

13. Insurance

Contractor shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under Exhibit E (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required therein.

14. CITY Representative

[Name of City Representative] shall represent CITY in all matters pertaining to the services to be rendered under this Agreement; all requirements of CITY pertaining to the services and materials to be rendered under this Agreement shall be coordinated through the CITY representative.

15. CONTRACTOR Representative

[Name of Contractor Representative] shall represent CONTRACTOR in all matters pertaining to the services and materials to be rendered under this Agreement. All requirements of CONTRACTOR pertaining to the services or materials to be rendered under this Agreement shall be coordinated through the CONTRACTOR representative.

16. CONTRACTOR Professional Team

CONTRACTOR shall provide and maintain the professional team to perform the services and furnish the materials in connection with this Agreement whose names and capacities are set forth on Exhibit C, which is attached and incorporated by reference. In the event that any member of the professional team leaves the employ of CONTRACTOR or is transferred to another office of CONTRACTOR, CONTRACTOR shall so advise CITY and replace him or her with a new member who is competent to perform the required work and who shall be satisfactory to CITY. Such other agents or employee

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 4 of 25 contractors or subcontractors not listed on Exhibit C as may be required to perform any portion of this Agreement shall be competent and shall be suitably experienced in the functions which they perform.

17. Notices

Unless otherwise provided herein, all notices required hereunder shall be given by United States registered and certified mail, or other form of mail which offers proof of mailing, postage prepaid and addressed to the party at the address below and shall be effective upon receipt thereof.

CITY:

City of Milpitas

455 E. Calaveras Boulevard

Milpitas, California 95035

Attn: [Project Manager Name/Dept Head Name]

CONTRACTOR:

[***INSERT NAME, ADDRESS & CONTACT

PERSON***]

18. Title to Documents

All original calculations, photographs, maps, drawings, plans, design notes and other material or documents developed or used in connection with the performance of this Agreement shall be the property of CITY. CONTRACTOR may provide CITY with legible photostatic copies in lieu of the originals upon approval by CITY representative. Any plans and specifications shall bear the name of the CONTRACTOR together with his or her Certificate number, if any. If CONTRACTOR's working papers or product includes computer generated statistical material, CONTRACTOR shall provide the material including the data base upon which it is based to CITY in a mutually agreed upon computer machine-readable format and media.

19. Assignment

Neither party shall assign nor sublet any portion of this Agreement without the prior written consent of the other party.

20. Applicable Laws and Attorneys’ Fees

This Agreement shall be interpreted and enforced pursuant to California law. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in Santa Clara County, California. Should any legal action be brought by a party for breach of this Agreement or to enforce any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, court costs, and such other costs as may be affixed by the court. For purposes of this provision, “prevailing party” includes a party which dismisses an action based on this Agreement in exchange for payment of the sum allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in an action or proceeding.

21. Termination

Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall also have the right to terminate this Agreement for any reason upon written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate, unless otherwise stated on Exhibit B.

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22. Entire Agreement; Amendment

This writing constitutes the entire Agreement between the parties. No modification shall be effective unless the modification is in writing and signed by all parties to this Agreement.

23. Miscellaneous

All covenants herein shall be conditions. Time shall be of the essence. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. The singular number shall include the plural, and the masculine gender shall include the feminine gender and neuter gender whenever the context of this Agreement permits. This Agreement shall be deemed to have been drafted equally by both parties.

24. Additional Provisions, Exhibits

Additional provisions of this Agreement may be set forth on Exhibit D. All Exhibits are incorporated into this Agreement by reference.

25. Wage Theft Prevention

a. Contractor, and any subcontractor it employs to complete work under this Agreement, shall comply with all applicable federal, state and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code and the Milpitas Minimum Wage Ordinance.

b. BY SIGNING THIS AGREEMENT, CONTRACTOR AFFIRMS THAT IT HAS DISCLOSED

ANY FINAL JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY

GOVERNMENT AGENCY, FINDING IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS

AGREEMENT THAT CONTRACTOR OR ITS SUBCONTRACTORS HAS VIOLATED ANY

APPLICABLE WAGE AND HOUR LAWS. CONTRACTOR FURTHER AFFIRMS THAT IT OR

ITS SUBCONTRACTOR(S) HAS EITHER FULLY SATISFIED EACH JUDGMENT, DECISION

OR ORDER, OR, IF ANY JUDGMENT, DECISION OR ORDER HAS NOT BEEN FULLY

SATISFIED, CONTRACTOR AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) IS

CURRENTLY SATISFYING SAID JUDGMENT, DECISION OR ORDER THROUGH A

PAYMENT OR ALTERNATIVE PLAN APPROVED BY THE APPLICABLE

COURT/GOVERNMENT AGENCY AND THAT CONTRACTOR OR ITS

SUBCONTRACTOR(S) ARE IN COMPLIANCE WITH SAID PLAN AS OF THE DATE OF

EXECUTING THIS AGREEMENT.

c. If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Contractor or a subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or Contractor learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Contractor shall inform the City no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision or order. Contractor or its subcontractor(s) shall, within thirty (30) calendar days after notifying the City, either (i) fully satisfy any such judgment, decision, or order and provide the City with documentary evidence of satisfying said judgment, decision or order; or (ii) provide the City documentary evidence of a payment or other alternative plan approved by the court/government agency to satisfy the judgment, decision or order.

If the Contractor or its subcontractor is subject to a payment or other alternative plan, the Contractor

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 6 of 25 or its subcontractor shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied.

d. For purposes of this Section, a "final judgment, decision, or order" refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United States Department of Labor, the California Division of Labor Standards Enforcement, the City, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.

e. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.

f. Notice provided to the City shall be addressed to: Attention: Finance Director, 455 E. Calaveras Blvd.

Milpitas, CA 95035. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE OF AGREEMENT BETWEEN

CITY OF MILPITAS AND CONTRACTOR NAME

FOR FY 20??-20?? CDBG FUNDED SERVICES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF MILPITAS

Approved by:

On behalf of Jared Hernandez, Acting City Manager

Effective Date

Approved as to Form:

Christopher Creech, Acting City Attorney

Approved:

Luz Cofresí-Howe Finance Director/Risk Manager

Approved as to Content:

[Director Name], [Director Title]

[***INSERT CONTRACTOR NAME***]

[Signer Name], [Signer Title]

Date

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EXHIBIT A

SCOPE OF SERVICES

PURPOSE:

The purpose of ________ is to ____________________________________________________.

SCOPE:

The ______________________ Project will serve “x” amount, do this amount of outreach etc.__________________________________________________________________________

A. Program Performance. CONTRACTOR shall:

1. File quarterly reports with the CITY on the type and number of services rendered to beneficiaries through the operation of the CONTRACTOR, which reports shall evaluate the manner in which the program is achieving its objectives and goals according to standards established by CITY. The quarterly reports shall be due fifteen (15) days after the close of each calendar quarter and shall cover the calendar quarter preceding the date on which the report is filed. Quarter four submissions shall be due ten (10) days after the close of the quarter to comply with the City’s accounts payable invoice submission cut-off date for fiscal year 2025-2026.

2. Coordinate its services with other existing organization providing similar service in order to foster community cooperation and to avoid unnecessary duplication of services.

3. Fully cooperate and communicate with CITY REPRESENTATIVE relating to the CONTRACTOR’s work, areas of concern, and the impact of CONTRACTOR’s work on residents of CITY.

B. Fiscal Responsibilities of CONTRACTOR. CONTRACTOR shall:

1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial and accounting activities of the CONTRACTOR, including the receipt and disbursement of CONTRACTOR funds.

2. Establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to review and approval of CITY.

3. Submit to the CITY, within fifteen (15) working days of the close of the business of the preceding calendar quarter, the quarterly requests for reimbursement, together with all supporting documentation. Quarter four submissions shall be due ten (10) days after the

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 9 of 25 close of quarter to comply with the City’s accounts payable invoice submission cut-off date for fiscal year 2025-2026.

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EXHIBIT B

COMPENSATION MANNER AND AMOUNT

A. METHOD OF PAYMENT

CITY shall reimburse CONTRACTOR for all allowable costs and expenses incurred in providing the CONTRACTOR’s PROGRAM commencing _______________(Agreement Start Date), and ending Agreement End Date, not to exceed the total sum of $ Insert Amount.

TYPE FUNDED AMOUNT

CDBG $ Insert Amount

TOTAL $ Insert Amount

B. CITY shall pay CONTRACTOR within 30 days following submission and acceptance of all required documentation, as described in Exhibit A.

C. ELIGIBLE ITEMS FOR REIMBURSEMENT SHALL INCLUDE:

Items eligible for reimbursement shall include costs associated with performing the tasks identified in Exhibit A including, but not limited to: Salaries and fringe benefits for program staff.

D. DISALLOWED COSTS

CONTRACTOR is liable for repayment of disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CONTRACTOR shall be afforded the opportunity to respond to any adverse findings, which may lead to disallowed costs. The CITY contracting officer shall make the final determination of disallowed costs, subject to provisions of 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards).

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EXHIBIT C

PROFESSIONAL TEAM

The professional team for CONTRACTOR consists of the following individuals:

Name Title

Name Title

Name Title

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CD/26381/V

EXHIBIT D

REPORTS; ADDITIONAL PROVISIONS

RECORDS, REPORTS AND AUDITS OF CONTRACTOR

1. Establishment and Management of Records: CONTRACTOR shall maintain records, including but not limited to books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect proper eligibility of applicants.

2. Preservation of Records: CONTRACTOR shall preserve and make available its records:

a. Until the expiration of five years from the date of final payment of CONTRACTOR under this Agreement; and

b. For such longer period, if any, as is required by applicable law, or,

c. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of three years from the date of any resulting final settlement.

3. Examination of Records; Facilities: At any time during normal business hours, and as often as may be deemed necessary, CONTRACTOR agrees that CITY, and/or any duly authorized representatives shall until expiration of a) five years after final payment under this Agreement, or

b) such longer period as may be prescribed, have access to and the right to examine its plants, offices and facilities engaged in performance of this Agreement. CONTRACTOR also agrees that the CITY or any duly authorized representatives have the right to audit, examine, and make excerpts or transcripts of and from, such records, and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to matters covered by this Agreement, [INCLUDE FOR LEGAL SERVICES, DELETE OTHERWISE] excepting those covered by the attorney-client privilege and those falling within the attorney work-product privilege.

4. Disclosure of Confidential Client Information: to the extent allowed under law, CITY agrees to maintain the confidentiality of any information regarding applicants for services offered by the PROGRAM pursuant to this AGREEMENT or their immediate families which may be obtained through application forms, interviews, tests, reports, from public agencies or counselors, or any other source. Without the written permission of the applicant, such information shall be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this AGREEMENT, and then only to persons having responsibilities under the AGREEMENT, including those furnishing serves under the PROGRAM through subcontracts, and as required by law. Notwithstanding the forgoing, CONSULTANT acknowledges CITY is a public agency subject to public sunshine laws including the California Public Records Act (“CPRA”). (Gov. Code, §§ 6250 et seq.) If a request for disclosure of any information under this AGREEMENT is made under the CPRA or other public sunshine law, CITY’s sole obligation is to respond to the request as the CITY deems lawful and appropriate. If a third party makes a request to inspect or copy any information claimed by CONSULTANT to be confidential client information, CITY shall have no duty to oppose the request, but may provide CONSULTANT with reasonable notice to allow CONSULTANT to seek protection from disclosure by a court

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 13 of 25 of competent jurisdiction. CITYshall in no event be liable to CONSULTANT for damages of any kind or nature arising from or in connection with CITY’s release of any information that CONSULTANT has provided to CITY in connection with this AGREEMENT pursuant to a CPRA request or as otherwise required by law.

HOLD HARMLESS

Without limitation to the provisions of Paragraph 11 of this Agreement, CONTRACTOR shall indemnify and save CITY, its officers, employees and elected officials, boards and commissions, harmless with respect to any damages arising from:

1. Any non-compliance by CONTRACTOR with such laws, ordinances, codes, regulations and decrees.

2. Any torts committed by CONTRACTOR in performing any of the work or providing any of the services embraced by this Agreement.

3. All suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of

CONTRACTOR's performance under this Agreement, including CONTRACTOR's failure to comply with or carry out any of the provisions of this Agreement.

WHEN RIGHTS AND REMEDIES WAIVED

In no event shall any payments by CITY or any acceptance of payment by CONTRACTOR hereunder constitute or be construed to be a waiver of CITY or CONTRACTOR of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of CITY or CONTRACTOR, and the making of any such payment while such breach or default shall exist shall in no way impair or prejudice any right or remedy available to CITY or CONTRACTOR with respect to such breach or default.

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EXHIBIT D-1

STATEMENT ASSURANCES

CONTRACTOR shall comply with all regulations, policies, guidelines and requirements of the CDBG program set forth by HUD for sub-recipients, including 2 CFR Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards). Additionally, CONTRACTOR assures and certifies that:

1. It possesses legal authority to apply for the grant; that a resolution, motion or similar action has been duly adopted and passed as an official act of the CONTRACTOR’s governing body, authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the application and to provide such additional information as may be required.

2. It will comply with the Title VI of the Civil Rights Act of 1964, (P.L. 88-352), as amended, and in accordance with Title VI of that Act, no person in the United States shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the applicant receives Federal financial assistance and will immediately take any measures necessary to effectuate this Agreement.

3. It will comply with Title VII of the Civil Rights Act of 1964, (42 USC 2000d), as amended, prohibiting employment discrimination where (1) the primary purpose of a grant is to provide employment or (2) discriminatory employment practices will result in unequal treatment of persons who are or should be benefiting from the grant-aided activity.

4. It will comply with Fair Housing program requirements in accordance with the Department of

Housing and Urban Development (HUD) Office of Fair Housing and Equal Opportunity Requirements. Section 504 (24 CFR part 8) Section 109 (24 CFR part 6) and Title VI (24 CFR part 1).

5. It will comply with the provisions of the Hatch Act (5 U.S.C. Chapter 15), as amended, which limit the political activity of employees.

6. It will establish safeguards to prohibit its employees from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties.

7. It will give the City (or the Comptroller General), through any authorized representative the access to and the right to examine all records, books, papers, or documents related to the grant.

8. It will comply with all legal program requirements and other administrative requirements.

9. Pursuant to HUD revised standards and Policy Guidelines, gathering and collection of data on all

Milpitas Federal CDBG Reporting forms from sub-recipients shall include the following.

• The five single-race categories: White, Black/African American, Asian, American Indian/Alaskan Native and Native Hawaiian/Other Pacific Islander

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• Also, pursuant to HUD Policy and reporting, the following classification using the five new multi-race categories will be incorporated: American Indian/Alaskan Native and White, Asian and White, Black/African American and White, American Indian/Alaskan Native and Black/African American and Other Multi-racial.

• Number of Female-headed households and Disabled persons assisted or supported by

CDBG programs and services should also be included in your statistical gathering and collection of data reporting to the City of Milpitas.

• Effective immediately with all CDBG Sub-Recipients, Quarterly Reports will be required to include the reporting of race and ethnicity as stated above from participants that are being served and are benefiting from the CDBG Programs and Services.

10. Notice of Non-Discrimination Compliant Policy-Notice of the City of Milpitas Non-

Discrimination Compliant Policy, which includes the Section 504 Coordinator name, address, phone number, TDD number and e-mail address shall be posted at a location visible to persons and households, which benefit from CDBG programs and services.

11. CDBG Sub-Recipients advertising and outreach materials must contain at a minimum, the telephone number of the California Relay Services (1-800-735-2929) or a TDD number for hearing impaired persons.

12. Records and reports [24 CFR 570.503(b)(2)] Establishment and Maintenance of Records. SUBRECIPIENT/CONTRACTOR shall:

1. Maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (a) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Contract or to operate the PROJECT, and (b) all other matters covered by this Contract.

2. Maintain client data demonstrating client eligibility for services provided for the Project.

Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request.

Preservation of Records. SUBRECIPIENT/CONTRACTOR will preserve and make available its records: Until five years following date of final payment of this contract, or for such longer period, if any as is required by applicable law; or if this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five years from the date of termination.

Examination of Records and Facilities. At any time during normal business hours, and as often as may be deemed necessary, SUBRECIPIENT/CONTRACTOR agrees that HUD and the CITY, and/or any duly authorized representatives may until expiration of (a) five years after final payment under this Contract, (b) five years from the date of termination of this Contract, or (c) such longer period as may be described by applicable law, have access to and the right to examine

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 16 of 25 its plants, offices and facilities used in the performance of this Contract or the operation of the PROJECT, and all its records with respect to the PROJECT and all matters covered by this Contract. SUBRECIPIENT/CONTRACTOR also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to the PROJECT and matters covered by this Contract [INCLUDE FOR LEGAL SERVICES, excepting those covered by the attorney-client privilege and those falling within the attorney work-product privilege]. SUBRECIPIENT/CONTRACTOR will be notified in advance that an audit will be conducted. SUBRECIPIENT/CONTRACTOR will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY.

13. Program income [24 CFR 570.503(b)(3)]

Income generated by the Project, is Program Income and shall be regulated by all provisions of Title 24 CFR 570 Subpart J "Grant Administration," 570.503 "Agreements with Subrecipients/Consultants," and 570.504 "Program Income." CITY will annually report all program income generated by activities carried out with CDBG funds made available under this Contract. By way of further limitations, CITY may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the CITY at the end of the Contract period.

14. Uniform administrative requirements [24 CFR 570.502]

Recipients and subrecipients/contractors shall comply with the requirements and standards of 2 CFR Part 200 (Uniform Administrative requirements, Cost Principles and Audit Requirements for Federal Awards), as specified in 24 CFR §570.502.

15. Suspension and termination [24 CFR 570.503(b)(6)]

Suspension or termination of this Agreement may occur if the SUBRECIPIENT/CONTRACTOR materially fails to comply with any term of the award, and that the award may be terminated for convenience in accordance with 2 CFR Part 200, subpart D.

16. Reversion of assets [24 CFR 570.503(b)(7)]

Upon expiration or termination of this Contract, or in the event HUD cancels the PROGRAM for any reason, the SUBRECIPIENT/CONTRACTOR will transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds.

Any real property under the SUBRECIPIENT/CONTRACTOR 's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to SUBRECIPIENT/CONTRACTOR in the form of a loan) in excess of $25,000 must be:

1. Used to meet one of the national objectives stated in Title 24 CFR part 570.208 for a period of five years after expiration of this Contract, or for such longer period of time as required by the CITY; or,

2. Reimburse the CITY an amount equal to the current 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 (reimbursement is not required after the period of time specified above).

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17. Other program requirements [24 CFR 570.503(b)(5)] SUBRECIPIENT/CONTRACTOR hereby assures and certifies that it will comply with all regulations, policies, guidelines and requirements applicable to the acceptance and use of Federal funds for this Federally-assisted program and will be responsible for implementing and complying with all relevant future changes to Federal Regulations or OMB Circulars.

Specifically, SUBRECIPIENT/CONTRACTOR gives assurances and certifies with respect to the PROGRAM that it is in compliance with the following Regulations as defined by 24 CFR, Part 570, Subpart J; 24 CFR, Part 570, Subpart K; and will be conducted and administered in conformity with "Public Law 88.352 and Public Law 90-284:

1. 570.601. Public Law 88-352 and Public Law 90-284; affirmatively furthering fair housing;

Executive Order 11063, as amended by Executive Order 12259 addresses discrimination.

HUD regulations implementing Executive Order 1 l 063 are contained in 24 CFR, Part 107.

2. 570.602. Section 109 of the Act requires that no person in the United States shall on the grounds of race, color, national origin, religion, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance made available pursuant to the Act. Section 109 also directs that the prohibitions against discrimination on the basis of age under the Age Discrimination Act and the prohibitions against discrimination on the basis of disability under Section 504 shall apply to programs or activities receiving Federal financial assistance under Title I programs. The policies and procedures necessary to ensure enforcement of section 109 are codified in 24 CFR part 6.

3. 570.603. Labor Standards. (a) Section 110(a) of the Act contains labor standards that apply to non-volunteer labor financed in whole or in part with assistance received under the Act. In accordance with section 110(a) of the Act, the Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) also applies. However, these requirements apply to the rehabilitation of residential property only if such property contains not less than 8 units.

(b) The regulations in 24 CFR part 70 apply to the use of volunteers.

4. 570.604. Environmental Standards. For purposes of section 104(g) of the Act, the regulations in 24 CFR part 58 specify the other provisions of law which further the purposes of the National Environmental Policy Act of 1969, and the procedures by which grantees must fulfill their environmental responsibilities. In certain cases, grantees assume these environmental review, decision-making, and action responsibilities by execution of grant agreements with the Secretary. The SUBRECEPIENT is responsible for cooperating with CITY as necessary to fulfill the environmental responsibilities.

5. 570.605. National Flood Insurance Program. Notwithstanding the date of HUD approval of the recipient's application (or, in the case of grants made under subpart D of this part or HUD-administered small cities recipients in Hawaii, the date of submission of the grantee's consolidated plan, in accordance with 24 CFR part 91), section 202(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4106) and the regulations in 44 CFR parts 59 through 79 apply to funds provided under this part 570.

6. 570.606. Relocation, Displacement and Acquisition. (a) General policy for minimizing displacement. Consistent with the other goals and objectives of this part, grantees (or States or state recipients, as applicable) shall assure that they have taken all reasonable steps to minimize the displacement of persons (families, individuals, businesses, nonprofit

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 18 of 25 organizations, and farms) as a result of activities assisted under this part. (b) Relocation assistance for displaced persons at URA levels. (1) A displaced person shall be provided with relocation assistance at the levels described in, and in accordance with the requirements of 49 CFR part 24, which contains the government-wide regulations implementing the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4601-4655).

7. 570.607. Employment and Contracting Opportunities. To the extent that they are otherwise applicable, grantees shall comply with: (a) Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086, and 12107 ( 3 CFR 1964-1965 Comp. p. 339; 3 CFR, 1966- 1970 Comp., p. 684; 3 CFR, 1966-1970., p. 803; 3 CFR, 1978 Comp., p. 230; 3 CFR, 1978 Comp., p. 264 (Equal Employment Opportunity), and Executive Order 13279 (Equal Protection of the Laws for Faith-Based and Community Organizations), 67 FR 77141, 3 CFR, 2002 Comp., p. 258; and the implementing regulations at 41 CFR chapter 60; and (b) Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR part 135.

8. 570.608. Lead-Based Paint. The Lead-Based Paint Poisoning Prevention Act (42 U.S.C.

4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C.

4851-4856), and implementing regulations at part 35, subparts A, B, J, K, and R of this part apply to activities under this program.

9. 570.609. Use of Debarred, Suspended, or Ineligible Contractors or Subrecipients/Consultants.

The requirements set forth in 24 CFR part 5 apply to this program (24 CFR Part 570.609 and 24 CFR 5.105(c) for procurement activities and 2 CFR 2424 for non-procurement activities).

10. 570.610. Uniform Administrative Requirements. The CITY, its agencies or instrumentalities, and subrecipients/contractors shall comply with 2 CFR Part 200, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” as set forth at § 570.502.

11. 570.611. Conflict of Interest.

(a) Applicability.

(1) In the procurement of supplies, equipment, construction, and services by recipients and by subrecipients/contractors, the conflict of interest provisions in 2 CFR 200.317 and 200.318, shall apply.

(2) In all cases not governed by 2 CFR 200.317 and 200.318, the provisions of this section shall apply. Such cases include the acquisition and disposition of real property and the provision of assistance by the recipient or by its subrecipients/contractors to individuals, businesses, and other private entities under eligible activities that authorize such assistance (e.g., rehabilitation, preservation, and other improvements of private properties or facilities pursuant to § 570.202; or grants, loans, and other assistance to businesses, individuals, and other private entities pursuant to § 570.203, 570.204, 570.455, or 570.703(i) ).

(b) Conflicts prohibited. The general rule is that no persons described in paragraph (c) of this section who exercise or have exercised any functions or responsibilities with respect to CDBG activities assisted under this part, 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 or benefit from a CDBG-assisted activity, or have a financial interest in any

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 19 of 25 contract, subcontract, or agreement with respect to a CDBG-assisted activity, or with respect to the proceeds of the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year thereafter. For the UDAG program, the above restrictions shall apply to all activities that are a part of the UDAG project, and shall cover any such financial interest or benefit during, or at any time after, such person's tenure.

(c) Persons covered. The conflict of interest provisions of paragraph (b) of this section apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of the recipient, or of any designated public agencies, or of subrecipients/contractors that are receiving funds under this part.

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EXHIBIT E

INSURANCE REQUIREMENTS

Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space before the requirement apply to Contractor’s or Contractor’s Agreement.

Contractor or Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor or Contractor, its agents, representatives, employees or subcontractors.

Contractor or Contractor shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements.

Contractor or Contractor shall furnish City with copies of original endorsements affecting coverage required by this Exhibit E. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor’s or Contractor’s insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

Contractor or Consultant shall provide updated proof of insurance to City throughout the term of the executed contract as required coverages are renewed. All updated proofs of insurance, including the Certificate of Insurance and applicable endorsements, shall be emailed to insurance@milpitas.gov.

Commercial General Liability (CGL):

___ Coverage at least as broad as Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

_X_ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

___ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

mailto:insurance@milpitas.gov

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 21 of 25

Automobile Liability:

_X_ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), of if Contractor or Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000.00 combined single limit for bodily injury and property damage.

___ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), with limits no less than $5,000,000.00 combined single limit for bodily injury and property damage.

___ Garage keepers’ extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Contractor, regardless of where the vehicles are kept or driven.

Professional Liability (Errors and Omissions):

_X_ Insurance appropriates to the Contractor or Contractor’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate.

___ (If Design/Build), with limits no less than $1,000,000.00 per occurrence or claim, and $2,000,000.00 policy aggregate.

___ Insurance appropriates to the Contractor or Contractor’s profession, with limit no less than ______ per occurrence or claim, ______ aggregate

Workers’ Compensation Insurance:

_X__ Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. (Not required if Contractor or Contractor provides written verification it has no employees)

The Employer’s Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees.

Builder’s Risk (Course of Construction):

___ Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.

Contractor’s or Contractor’s Pollution Legal Liability:

___ Contractor’s or Contractor’s pollution legal liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000.00 policy aggregate.

If the Contractor or Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor or Contractor. Any

[***Insert Contractor Name***] [**FY25-26] CDBG Contract [***Insert #***] 22 of 25 available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Cyber Liability Insurance

___ Cyber Liability Insurance with limits not less than $1,000,000 per claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor or Contractor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security.

The…