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Sub Recipient Agreement with Eastvale Community Foundation for CDBG Funded Recreational Scholarships 10.31.2012SUB-RECIPIENT AGREEMENT BETWEEN THE CITY OF EASTVALE AND EASTVALE COMMUNITY FOUNDATION FOR CDBG FUNDED RECREATIONAL SCHOLARSHIPS THIS AGREEMENT, entered into thisd,L__ day of Oclafcr: , 2012 by and between the City of Eastvale (herein called the "Grantee") and the Eastvale Community Foundation (herein called the "Sub-recipient"). WHEREAS, the Grantee has executed a cooperative agreement with the County of Riverside and agreed to undertake and assist with the community development activities within its jurisdiction, by utilizing the sum of $26,654 for Recreational Scholarships; and WHEREAS, the Grantee wishes to engage the Sub-recipient to assist the Grantee in utilizing such funds. NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities 00006321.DOCX Vl} The Sub-recipient will be responsible for administering a CDBG Year 2012113 Recreational Scholarship Program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include the following activities eligible under the Community Development Block Grant program: Program Delivery Activity #1 -The Foundation will provide financial scholarships for low-income youth to participate in recreational programs offered through the local recreational service providers. General Administration The Foundation will provide information to parents oflow-income youth and accept and review scholarship applications based on financial need. B. National Objectives All activities funded with CDBG funds must meet one or more of the CDBG program's National Objectives as defined in 24 CFR 570.208. The Sub-recipient certifies that the activity carried out under this agreement will meet National Objective Criteria 570.208(a)(2)(i)(B), CFR reference Low Mod Limited Clientele Income Certification. C. Levels of Accomplishment-Goals and Performance Measures The Sub-Recipient agrees to provide the following levels of program services: Activity Activity #1 Units per Month N/A Unit of Service = Unduplicated Persons served Total UnitsNear 30 D. Staffing Eastvale Community Foundation Board Members shall administer the program. Any changes in the Key Personnel assigned under this project are subject to the prior approval of the Grantee. E. Performance Monitoring The Grantee will monitor the performance of the Sub-recipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of the Sub-recipient shall start ofthe day of , 2012 and end on the 31st day of May, 2013. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub- recipient remains in control of CDBG funds or other CDBG assets, including program mcome. 00006321.DOCX Vl} III. IV. BUDGET Line Item Amount Salaries $0.00 Fringe $0.00 Office Space (Program Only) $0.00 Utilities $0.00 Communications $0.00 Reproduction/Printing $0.00 Supplies and Materials $0.00 Mileage $0.00 Audit $0.00 Other (Scholarships) $26,654 Indirect Costs $0.00 Total CDBG Budget $26,654 PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this Agreement shall not exceed $26,654. Drawdowns for the payment of eligible expenses shall be made in increments of no greater than $5,000.00 against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance. Such expenses for general administration shall be included within the maximum $5,000.00 increments. Payments may be contingent upon certification of the Sub-recipient's financial management system in accordance with the standards specified in 24 CFR 84.21. V. NOTICES Notices required by this Agreement shall be in writing and delivered via mail postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. 00006321.DOCX Vl} Communication and details concerning this Agreement shall be directed to the following representatives: City of Eastvale Eastvale Community Foundation Al Nassar, Executive Director 12672 Limonite Ave Suite 3E #408 Eastvale CA 92880 Carol Jacobs, City Manager 12363 Limonite Ave Suite, 910 Eastvale CA 91752 Phone: 951-361-0900 Phone: 951-268-4079 VI. SPECIAL CONDITIONS The Sub-recipient must schedule and receive training by the Riverside County Economic Development Department in regards to Community Development Block Grant regulations and processes, prior to soliciting for applications for Recreational Scholarships, and prior to receiving reimbursement for any CDBG-funded activities. The Sub-recipient must collect income self-certifications from every individual or family participating in the CDBG-funded activity or the parent or guardian of every child participating in the CDBG-funded activity. This includes family income, family size, and ethnicity. The Sub-recipient is required to collect income verification documentation from at least 10% of the participants. All of this documentation is to be submitted to the Grantee on a monthly basis. VII. GENERAL CONDITIONS A. General Compliance The Sub-recipient agrees to comply with the requirements of Title 24 ofthe Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart L of these regulations, except that (1) the Sub-recipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604 and (2) the Sub-recipient does not assume the recipient's responsibility for initiating the review process under the provisions of24 CFR Part 52. The Sub- recipient also agrees to comply with all other applicable Federal, state and local laws, regulations and policies governing the funds provided under this Agreement. The Sub-recipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. "Independent Contractor" 00006321.DOCX Vl} Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Sub-recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the Sub-recipient is an independent contractor. C. Hold Harmless The Sub-recipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out ofthe Sub-recipient's performance or nonperformance ofthe services or subject matter called for in this Agreement. D. Workers' Compensation The Sub-recipient shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance and Bonding The Sub-recipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee. The Sub-recipient shall comply with the bonding and insurance requirements of 24 CFR 84.31 and 84.48, Bonding and Insurance. F. Grantee Recognition The Sub-recipient shall insure recognition of the role ofthe Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Sub-recipient will include a reference to the support provided herein in all publication made possible with finds made available under this Agreement. G. Amendments 00006321.DOCX Vl} The Grantee or Sub-recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub- recipient from its obligations under this Agreement. The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies, and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-recipient. H. Suspension or Termination 00006321.DOCX Vl} In accordance with 24CFR 85.43, the Grantee may suspend or terminate this Agreement if the Sub-recipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Sub-recipient to fulfill in a timely and proper manner its obligations under this Agreement; 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Sub-recipient to the Grantee reports that are incorrect or incomplete in any material respect. In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or Sub-recipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety. VIII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-recipient agrees to comply with 24 CFR 84.21-28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-recipient shall administer its program in conformance with OMB Circular A-122, "Cost Principles for Non-Profit Organizations". These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record Keeping 00006321.DOCX Vl} 1. Records to be Maintained The Sub-recipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one ofthe National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; e. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 2. Retention 00006321.DOCX Vl} The Sub-recipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on the date ofthe submission of the Grantee's annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reports on for the final time. 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, 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. 3. Client Data The Sub-recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other bases for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure The Sub-recipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-recipient's responsibilities with respect to services provided under this contract, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Close-outs The Sub-recipient's obligation to the Grantee 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, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Notwithstanding the foregoing, the terms ofthis Agreement shall remain in effect during any period that the Sub-recipient has control over CDBG funds, including program income. 6. Audits and Inspections All Sub-recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Controller General of the United Stated 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 Sub- recipient within 30 days after receipt by the Sub-recipient. Failure of the Sub- recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub-recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-recipient audits and OMB Circular A-133. C. Reporting and Payment Procedures 00006321.DOCX Vl} 1. Program Income The Sub-recipient shall report monthly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Sub-recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub-recipient 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 unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from unds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. 2. Indirect Costs If indirect costs are charged, the Sub-recipient will develop an indirect cost allocation plan for determining the appropriate Sub-recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. 3. Payment Procedures The Grantee will pay to the Sub-recipient funds available under this Agreement based upon information submitted by the Sub-recipient and consistent with any approved budget and Grantee policy concerning payments. With the exception of certain advances, payment will be made for eligible expenses actually incurred by the Sub-recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub- recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf ofthe Sub-recipient. 4. Progress Reports The Sub-recipient shall submit regular Progress Reports to the Grantee in the form, content and frequency as required by the Grantee. D. Procurement 1. Compliance The Sub-recipient shall comply with current Grantee 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, equipment, etc) shall revert to the Grantee upon termination of this Agreement. 2. OMB Standards Unless specified otherwise within this agreement, the Sub-recipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40-48. 3. Travel The Sub-recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this Agreement. E. Use and Reversion of Assets 00006321.DOCX Vl} The use and disposition of equipment under this Agreement shall be in compliance with the requirements of 24 DFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Sub-recipient shall transfer to the Grantee 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. 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 Sub- recipient for activities under this Agreement shall be (a) transferred to the Grantee for CDBG program or (b) retained after compensating the Grantee an amount equal to the fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment. IX. PERSONNEL AND PARTICIPANT CONDITIONS A. Civil Rights 00006321.DOCX Vl} 1. Compliance The Sub-recipient agrees to comply with all local and State civil rights ordinances and with Title VI ofthe Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. 2. Nondiscrimination The Sub-recipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non- discrimination provisions in Section 109 of the HCDA are still applicable. 3. Section 504 The Sub-recipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Sub-recipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action 00006321.000< Vl} 1. Approved Plan The Sub-recipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Sub- recipient to assist in the formulation of such program. The Sub-recipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds. 2. Women-and Minority-Owned Businesses {W/MBE) The Sub-recipient will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this contract, the terms "small business" means a business that meets te criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. The Sub-recipient may rely on written representatives by businesses regarding their status as minority and female businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records The Sub-recipient shall furnish and cause each of its own Sub-recipients or Sub- contractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts to the Grantee, HUD, or its agent, or other Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications The Sub-recipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the Sub-recipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement The Sub-recipient will, in all solicitations or advertisements for employees placed by or on behalf of the Sub-recipient, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions The Sub-recipient will include the provisions of Paragraph X.A., Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own sub-recipients or subcontractors. C. Employment Restrictions 00006321.DOCX Vl} 1. Prohibited Activity The Sub-recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 2. Labor Standards 00006321.000< Vl) The Sub-recipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contact Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Sub-recipient agrees to comply with the Copeland Anti-Kick back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Sub-recipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request. 3. "Section 3" Clause a. Compliance Compliance with the provisions of Section 3 of the HUD ct of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Sub-recipient and any of the Sub-recipient's Sub-recipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Sub-recipient and any of the Sub- recipients sub-recipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Sub-recipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements. The Sub-recipient further agrees to comply with these "Section 3" requirements and to include the following language in all subcontractors executed under this Agreement: The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 ofthe Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contract for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located." The Sub-recipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Subcontracts The Sub-recipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon finding that the subcontractor is in violation of regulations issued by the grantor agency. The Sub-recipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. D. Conduct 00006321.00CX Vl} 1. Assignability The Sub-recipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Sub-recipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee. 2. Subcontracts a. Approvals Sub-recipients shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b. Monitoring The Sub-recipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized 00006321.00CX Vl} in written reports and supported with documents evidence of follow-up actions taken to correct areas of non-compliance. c. Content The Sub-recipient shall cause all of the provisions of this contract in its entirety to be included in and made part of any subcontract executed in the performance ofthis Agreement. d. Selection Process The Sub-recipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process. 3. Hatch Act The Sub-recipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 4. Conflict of Interest The Sub-recipient agrees to abide by the provisions of24 CFR 84.42 and 570.611, which included (but are not limited to) the following: a. The Sub-recipient shall maintain a written code or standard of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent ofthe Sub-recipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict o interest, real or apparent, would be involved. c. 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 00006321.DOCX Vl} 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 consultant, officer, or elected or appointed official of the Grantee, the Sub-recipient, or any designate public agency. 5. Lobbying The Sub-recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement; b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, o an employees of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly; d. Lobbying Certification This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. Copyright If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work, or materials for governmental purposes. 7. Religious Activities The Sub-recipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. X. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XI. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XII. WAIVER The Grantee's failure to act with respect to a breach by the Sub-recipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the Grantee to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIII. ENTIRE AGREEMENT This agreement constitutes the entire agreement between the Grantee and the Sub- recipient for the use of funds received under this Agreement and it supersedes all 00006321.DOCX Vl} prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Grantee and the Sub-recipient with respect to this Agreement. IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. GRANTEE SUB-RECIPIENT ATTEST: ATTEST: Name: Board Secretary 00006321.DOCX Vl}