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R24-206 RESOLUTION NO. R24-206 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) 5 SUBAWARD AGREEMENTS BETWEEN THE CITY AND PATHWAYS TO PROSPERITY, 6 INC., BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION, 7 INC., AND LEGAL AID SOCIETY OF PALM BEACH COUNTY, INC.;AND FOR ALL OTHER R PURPOSES. 9 10 WHEREAS, local nonprofit service providers of the Community Development Block Grant 11 (CDBG) eligible services and programs to benefit low-to-moderate income residents of the City 12 of Boynton Beach have submitted grant applications requesting funds to assist in the delivery of 13 their services; and 14 WHEREAS, the Community Development Block Grant Program's purpose is to assist the 15 City of Boynton Beach in meeting the needs of its lower-income residents; and 16 WHEREAS, the agencies that are being funded will offer various forms of assistance that 17 are considered public service and housing rehabilitation activities; and 18 WHEREAS, the City will reimburse the following agencies for services provided: 19 Boynton Beach Faith Based Community Development Corporation, Inc. $282,116.00 20 Legal Aid Society of Palm Beach County, Inc. $10,000.00 21 Pathways to Prosperity, Inc. $35,000.00 22 Total Subrecipient Funding $327,116.00 23 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 24 best interests of the city's citizens and residents to approve Subaward Agreements between the 25 City and Pathways to Prosperity Inc., Boynton Beach Faith Based Community Development 26 Corporation, Inc., and Legal Aid Society of Palm Beach County, Inc. 27 28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 29 BEACH, FLORIDA, THAT: 30 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 31 being true and correct and are hereby made a specific part of this Resolution upon adoption. 32 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 33 approve the Subaward Agreements between the City and Pathways to Prosperity, Inc., Boynton 34 Beach Faith Based Community Development Corporation, Inc., and Legal Aid Society of Palm 35 Beach County, Inc., in form and substance similar to that attached as "Exhibits A-C." 36 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 37 authorizes the Mayor to execute the Agreements. The Mayor is further authorized to execute any 38 ancillary documents required under the Agreement or necessary to accomplish the purposes of 39 the Agreement and this Resolution. 40 SECTION 4. All original Agreements shall be forwarded to RJ Ramirez so that the 41 subrecipients can obtain execution of the Agreements. RJ Ramirez shall ensure that fully executed 42 Agreements are returned to the City to be provided to the Office of the City Attorney for 43 forwarding to the City Clerk for retention as a public record. 44 SECTION 5. This Resolution shall take effect in accordance with law. 45 [signatures on the following page] 46 01 47 PASSED AND ADOPTED this day of SeP-IernbP.r 2024. 48 CITY OF BOYNTON BEACH, FLORIDA 49 YE,S- NO 50 Mayor-Ty Penserga lit 51 52 Vice Mayor-Aimee Kelley 53 54 Commissioner-Angela Cruz 55 56 Commissioner-Woodrow L. Hay 57 58 Commissioner-Thomas Turkin 59 60 VOTE S"0 61 ATTE 62 f 411111.111. 63 1 ... !moi i 64 Maylee D- J: :s, MPA, M„ C Ty '--n ;. 7 2e/24)..y 65 City Cler of gOYNT��`,1 Mayor 66 f1�.:GORP6 ;� �, S •. 67 i U: EAI,.�I$$ A' ROVED AS TO FORM: 68 (Corporate Seal) : /NCo •I $ 69 RPORATED. I ,i 1920s n 6 /1/j2 71 `��,�ORIDA = Shawna G. Lamb 72 City Attorney Community Development Block Grant(CDBG) Subaward Agreement between City of Boynton Beach, Florida and Pathways to Prosperity, Inc. for a CDBG subaward of an amount not to exceed$35,000.00 from a federal award issued by U.S. Department of Housing and Urban Development for the specific purpose of Public Services Activity—CIRCLES Boynton Beach Program. SUBAWARD COVERSHEET INTERNAL TABLE—FOR CITY INTERNAL USE ONLY City Contract No.: City Contract No. Resolution R24— 165 Financial Services Department: Community Improvement Division CDBG Eligible Activity 24 CFR 570.201(e)—Public Services Activity—Assistance to Increase Self-Sufficiency; National Objective 24 CFR Part 570.208 (a)(1)(i) TABLE OF TERMS AND PROVISIONS Article 1: Standard CDBG Form Subaward Agreement 1 Article 2: The Parties 1 Article 3: Notice of Federal Subaward 1 Article 4: Term of Agreement and Subaward Period of Performance 3 Article 5: Notice 3 Article 6: SUBRECIPIENT's Obligations and Responsibilities 3 Article 7: Procurement and Subcontracting Standards 6 Article 8: Property Standards 7 Article 9: Budget 7 Article 10: Reimbursement Requests 8 Article 11: Payment Terms 10 Article 12: Return of Funds 11 Article 13: Progress Reporting and Subaward Closeout 12 Article 14: Maintenance, Retention, and Access to Records 13 Article 15: Monitoring Requirements 15 Article 16:Audit Requirements 15 Article 17: Insurance 17 Article 18: Indemnification, Sovereign Immunity, and Liability 19 Article 19: Independent Contractor, Non-Agent SUBRECIPIENT, and Third Parties 19 Article 20: Confidentiality 20 Article 21: Remedies for Noncompliance 22 Article 22: Termination 22 Article 23: General Provisions 255 Article 24: Attachments 27 Article 25: Entire Agreement 27 Community Development Block Subaward Grant Agreement—Coversheet City of Boynton Beach and Pathways to Prosperity, Inc. Page i of i Article 1: Standard CDBG Subaward Form Agreement A. This CDBG Subaward Agreement ("Agreement") is a "Standard CDBG Subaward Form Agreement." Any changes to this standard form shall be noted separately through an amendment to the Agreement which must be separately executed by the parties to this Agreement in order to be binding upon the parties. Article 2: The Parties A. This Agreement is entered into by and between the two parties indicated in the following table: TABLE 1 —THE PARTIES Party#1 Name: City of Boynton Beach (the "City") Entity Type: A Florida Municipal Corporation Principal Address: 100 E. Ocean Avenue Boynton Beach, Florida 33435 Agreement Liaison Name: Dan Dugger, City Manager Email Address: duggerd@bbfl.us Party#2: Name: Pathways to Prosperity, Inc., a Non-Profit Organization (the "SUBRECIPIENT") Entity Type: 501(c)(3) Not-for-Profit Principal Address: 639 East Ocean Avenue, Suite 101 Boynton Beach, FL 33435 Agreement Liaison Name: Kemberly Bush, Executive Director Email Address: kbush@p2ppbc.org B. The City and the SUBRECIPIENT may unilaterally re-designate their respective agreement liaisons by providing written notice of such change to the other party in accordance with Article 5 ("Notice") of this Agreement. C. Both the City and the SUBRECIPIENT may be individually referred to as "party" or collectively referred to as "parties" in this Agreement. Article 3: Federal Subaward Information A. Subaward Information. The table below provides basic information regarding the underlying subaward pursuant to which this Agreement is being entered. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 30 TABLE 2—SUBAWARD INFORMATION Subaward Project Public Services Activity— CIRCLES Boynton Beach Program through Description: a Non-Profit Organization (the "SUBRECIPIENT"). Awarding Agency U.S. Department of Housing and Urban Development (the "Federal Awarding Agency")—Community Development Block Grant (the Description: "Federal Award")—City of Boynton Beach (the "Grantee"). Subaward ID No.: Resolution R24— 165 Resolution Date: 08/6/2024 B. Federal Subaward Amount. The amount of the underlying subaward is: $35,000.00. C. SUBRECIPIENT Compliance with Federal Subaward.At all times during which the SUBRECIPIENT is performing under this Agreement, the SUBRECIPIENT shall comply with the award terms and conditions of the underlying Federal subaward, as well as with any guidance provided by the Federal Awarding Agency. D. Compliance with the Federal Uniform Guidance. The SUBRECIPIENT shall comply with all applicable provisions of the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as found in 2 CFR Part 200 (the "Uniform Guidance") when meeting its obligations under this Agreement. E. References for Emphasis Only. The parties hereby agree that the specific provisions of the Uniform Guidance—or any other applicable federal, state, or local law—that are referenced in this Agreement are referenced for emphasis only. The exclusion of a specific applicable provision of law from this Agreement does not alleviate the SUBRECIPIENT from its obligation to comply with any such applicable provisions. F. By executing this Agreement, the SUBRECIPIENT hereby certifies that it has reviewed 2 CFR Part 200 and any relevant Federal Awarding Agency guidance and that it understands its obligations pursuant to such federal regulations and guidance. G. Federal Subaward Amount.The amount of the Federal Subaward issued pursuant to this Agreement is an amount not to exceed $35,000.00 (the "Subaward"). This Agreement's use of"an amount not to exceed" shall in no way entitle the SUBRECIPIENT to reimbursement or payment of the maximum amount provided unless such reimbursement or payments have been earned by the SUBRECIPIENT in accordance with the terms and provisions of this Agreement. H. Required Information. Any additional information required pursuant to 2 CFR § 200.332 ("Requirements for Pass-Through Entities") may be found in the Required Information for Federal Subawards Schedule attached to this Agreement as "Exhibit A." Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 2 of 30 Article 4: Term of Agreement and Subaward Period of Performance A. Term of Agreement. The term of this Agreement begins on the date that it is fully executed by both parties (the "Effective Date") and shall terminate on: 09/30/2025, unless extended or renewed in accordance with the terms of this Agreement. B. Subaward Period of Performance. 1. The "Subaward Period of Performance" is the time during which the SUBRECIPIENT may incur obligations to carry out the work or services authorized under this Agreement. The SUBRECIPIENT may not invoice for any work completed, or services rendered, outside of the Subaward Period of Performance. This provision is required pursuant to 2 CFR § 200.332(a)(1)(v). 2. The Subaward Period of Performance of this Agreement is: UPON EXECUTION to 9/30/2025. Article 5: Notice Service of all notices under this Agreement shall be in writing and sent by certified or registered mail or courier service, postage prepaid, and addressed to the addresses set forth below until such addresses are changed by written notice. Notices sent by certified/registered mail or courier with signature receipt requested shall be deemed effective as of date of receipt. TABLE 3— NOTICE To the City: City of Boynton Beach Attn: Dan Dugger, City Manager City Manager's Office, 4th. Floor 100 E. Ocean Avenue Boynton Beach, Florida 33435 To the SUBRECIPIENT: Pathways to Prosperity, Inc. Attn: Kemberly Bush, Executive Director 639 East Ocean Avenue, Suite 101 Boynton Beach, Florida 33435 Article 6: SUBRECIPIENT's Obligations and Responsibilities A. Scope of Services. 1. The SUBRECIPIENT shall be responsible for meeting the objectives of this Subaward, as detailed in the "Scope of Services"attached to this Agreement as "Exhibit B", in a manner that is deemed satisfactory by the City and consistent with the standards set forth in this Agreement,the Federal Award,and any directives or guidance issued by the Federal Awarding Agency. 2. The SUBRECIPIENT shall not obligate, encumber, spend, or otherwise utilize funds provided pursuant to this Agreement for any activity or purpose not included in, or in conformance with, the "Scope of Services." Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 3 of 30 B. SUBRECIPIENT's Agreement Liaison. The SUBRECIPIENT's agreement liaison identified in TABLE 1 —THE PARTIES, or as re-designated pursuant to Article 2, Paragraph B above, shall be available to communicate and meet with the City's agreement liaison and relevant City staff in order to review the SUBRECIPIENT's performance pursuant to this Agreement. The City reserves the right to, at no additional cost to the City, require that the SUBRECIPIENT change its agreement liaison if the City's agreement liaison believes doing so best serves the performance or objectives of the Subaward, or this Agreement. C. Licenses and Approvals. The SUBRECIPIENT hereby represents and warrants that it has and will continue to maintain all licenses, insurances and approvals required to meet its obligations under the Scope of Services,and that it will at all times conduct its activities in a reputable manner. Proof of such licenses, insurances and approvals shall be submitted to the City within three (3)business days upon request. Failure by the City to request such proof of licensure, insurance and approvals shall in no manner be construed as alleviating the SUBRECIPIENT's obligations pursuant to Paragraph C of this Article, nor shall it be construed as shifting or imposing any liability onto the City. D. Employees of the SUBRECIPIENT. 1. Skillful Provision of Services.All services or work provided pursuant to this Agreement shall be performed by the employees, volunteers, associates, or agents of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT) in a professional and skillful manner. 2. Employee Licensure. Any employee, volunteer, associate, or agent of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT) whose performance under this Agreement requires licensure shall have such valid and active licensure for the full duration of their performance under this Agreement. 3. Removal of Employees.The City may require the SUBRECIPIENT to remove any employee, volunteer, associate, or agent of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT)that the City's agreement liaison—using their sole discretion—deems to be incompetent, careless, or otherwise objectionable from performing work or services related to this Agreement. The City shall not be responsible for any costs related to such removal. 4. E-Verify Use and Registration Certification. Pursuant to Section 448.095, Florida Statutes, the SUBRECIPIENT must certify that it is registered with, and uses, the E-Verify system to verify the work authorization status of all newly hired employees. The SUBRECIPIENT must further certify that it does not employ, contract with, or subcontract with an unauthorized alien, and shall provide an affidavit affirming this prior to the effective date of the contract. These certifications shall be provided by use of the E-Verify Use and Registration Certification found attached to this Agreement as "Form 1". Violation of s. 448.095, Florida Statutes, may result in the Immediate Termination (as later defined in Article 22 ("Termination")) of this Agreement. E. Non-Discrimination. 1. The SUBRECIPIENT shall, at no time during the provision of services funded through this Agreement, discriminate based on race, color, religion, national origin, sex, or sexual orientation. 2. The SUBRECIPIENT shall comply with any and all federal, state, and local anti-discrimination laws, rules, and regulations. For further information about the federal anti-discrimination requirements for this Agreement, see 2 CFR Part 200, "Uniform Guidance Contract Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 4 of 30 Provisions" located at: eCFR:: 2 CFR Part 200--Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. F. Inherently Religious Activities. When expending the Subaward, the SUBRECIPIENT must adhere to the following conditions: 1. The SUBRECIPIENT must not engage in inherently religious activities, such as worship, religious instruction, or proselytization, as part of its provision of the services funded in whole or in part by the Subaward; 2. Such inherently religious activities must be offered separately, in time or location, from the Subaward-funded services; and 3. Participation in any inherently religious activities must be purely voluntary for the beneficiaries of the Subaward-funded services; therefore, the SUBRECIPIENT shall not implicitly or explicitly condition receipt of any services funded in whole or part by the Subaward on participation in any inherently religious activities. G. Public Entity Crimes and Scrutinized Companies. 1. By use of the Public Entity Crimes and Scrutinized Companies Certification attached to this Agreement as "Form 2,"the SUBRECIPIENT must certify that: a. The SUBRECIPIENT does not meet the definition of"Scrutinized Company" pursuant to Section 215.473, Florida Statutes; and b. The SUBRECIPIENT — or any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the SUBRECIPIENT or an affiliate of the SUBRECIPIENT— has not been convicted of a public entity crime pursuant to Section 287.133(3), Florida Statutes. 2. The City reserves the right of Immediate Termination (as later defined in Article 22 ("Termination"))of this Agreement should the SUBRECIPIENT: a. Be found to have falsified its certification in "Form 2"; or b. Become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to either Section 287.133, Florida Statutes ("Public Entity Crime; Denial or Revocation of the Right to Transact Business with Public Entities") or Section 287.135, Florida Statutes ("Prohibition Against Contracting with Scrutinized Companies") subsequent to entering into this Agreement with the City. H. Anti-Human Trafficking. On or before the Effective Date of this Agreement, SUBRECIPIENT shall provide City with an affidavit attesting that the SUBRECIPIENT does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. I. Countries of Concern. SUBRECIPIENT represents that it is, and for the duration of the term of this Agreement will remain, in compliance with Section 286.101, Florida Statutes. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 5 of 30 Article 7: Procurement and Subcontracting Standards A. Procurement. The SUBRECIPIENT must comply with 2 CFR §§ 200.318-200.327 ("Procurement Standards") and must use such procedures when expending the Subaward where SUBRECIPIENT is conducting its own procurement to satisfy the objectives of this Subaward, as detailed in the"Scope of Services", attached as `Exhibit B". Does the SUBRECIPIENT maintain written purchasing procedures in compliance with the aforementioned federal Procurement Standards? "Yes" or "No": If"Yes," then: By executing this Agreement, the SUBRECIPIENT hereby certifies that it maintains written purchasing procedures in compliance with 2 CFR §§ 200.318-200.327 ("Procurement Standards") and will use such procedures when expending the Subaward. If"No," then: By executing this Agreement, the SUBRECIPIENT hereby certifies that it does not maintain written purchasing procedures that are in compliance with 2 CFR §§ 200.318-200.327 ("Procurement Standards"). As such, the SUBRECIPIENT hereby agrees to develop and use written purchasing procedures in compliance with the Procurement Standards for expending the Subaward OR agrees to use the City's Purchasing Policy Manual. The City's Purchasing Policy Manual can be obtained by contacting the City's Purchasing Manager at 561-742-6322 or PintoK@bbfl.us B. Simplified Acquisition Threshold. The "Simplified Acquisition Threshold" means the dollar amount below which a non-Federal entity may purchase property or services using small purchase methods. For the purposes of this Subaward, the Simplified Acquisition Threshold is: $250,000.00. The Simplified Acquisition Threshold provided for in this Agreement is the one that the SUBRECIPIENT—and any of its sub-SUBRECIPIENTs—must use when making its expenditures of the Subaward. If SUBRECIPIENT is utilizing the City's purchasing procedures, SUBRECIPIENT must use the City's more restrictive (lower)simplified acquisition threshold. C. Subcontracting. 1. Federally Required Contract Provisions and Award Terms and Conditions. The SUBRECIPIENT shall insert the relevant contract provisions and certification documents identified in Appendix II of 2 CFR Part 200 ("Contract Provisions for Non-Federal Entity Contracts Under Federal Awards") applicable award terms into all contracts into which it enters while expending the Subaward. 2. Small and Minority Business Enterprises ("MBE"), Women Business Enterprises ("WBE"),and Labor Surplus Area Firms.The SUBRECIPIENT must execute the Small and Minority Business Enterprise ("MBE'), Women Business Enterprise ("WBE'), and Labor Surplus Area Firm Certification attached as "Form 3" stating that the SUBRECIPIENT shall take the "Five Affirmative Steps" regarding Small and Minority Business Enterprise, Women Business Enterprises, and Labor Surplus Area Firms in the solicitation and selection of subcontractor(s)or procurements as required by the Federal Government in 2 CFR§200.321. 3. Engaging in subcontracting, pursuant to this Agreement without complying with the requirements of this article is strictly prohibited. D. Sub-Subawards. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 6 of 30 1. Approval by the City. The SUBRECIPIENT shall not issue sub-subawards to any non- Federal entity without first receiving approval from the City. 2. Pass-Through Requirements. a. The SUBRECIPIENT must pass through all obligations of the Federal Award and any placed upon the SUBRECIPIENT under this Agreement to any of its sub- SUBRECIPIENTs through a federally-compliant SUBRECIPIENT agreement. b. The SUBRECIPIENT must comply with all provisions of 2 CFR § 200.332 ("Requirements for Pass-Through Entities")and any other applicable provisions of the Uniform Guidance when issuing a subaward to a sub-SUBRECIPIENT. E. SUBRECIPIENT/Contractor Determinations. Prior to entering into an agreement with a third-party entity that is in part or in whole funded by the Subaward,the SUBRECIPIENT shall analyze the nature of such agreement pursuant to the provisions of 2 CFR §200.331 ("SUBRECIPIENT Subcontractor Determinations")to determine which type of relationship and requirements apply. Article 8: Property Standards A. By executing this Agreement, the SUBRECIPIENT hereby certifies that it shall comply with 2 CFR§§ 200.310-200.316("Property Standards")and will use such procedures when handling and managing any supplies, equipment, real estate, or other property procured with any portion of the Subaward. B. The SUBRECIPIENT shall maintain inventory records of all supplies,equipment, real estate,and other property procured with the Subaward and may not to sell, transfer, encumber, or otherwise dispose of any such property without the written permission of the City, in which case the procedure in 2 CFR§§ 200.311 shall be adhered to. Article 9: Budget A. Approved Budget. The City-approved Budget for the Subaward is attached to this Agreement as "Exhibit C" and shall be the basis for which the City provides payment to the SUBRECIPIENT. B. Budget Amendments. 1. In General. Requests to amend the Budget contemplated in this Agreement: a. Must be received by the City no later than forty-five (45)days prior to the expiration of this Agreement's term; b. Shall be made prior to the SUBRECIPIENT incurring any expenses that are not expressly provided for in the Budget;and c. Shall be considered and approved at the sole discretion of the City. 2. Informal Budget Amendments. The City's Agreement Liaison noted in TABLE 1 — THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B, may, in writing, informally approve the following types of Budget amendments: a. Discretionary Federal Awards. If the Federal Award is discretionary in nature, then the City's agreement liaison may, in writing, informally approve requested amendments to the Budget that: Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 7 of 30 (1) Do not increase the maximum Subaward amount; and (2) Are deemed by the City's Agreement Liaison as being consistent with the "Scope of Services"attached as "Exhibit B". b. Non-Discretionary Federal Awards. If the Federal Awarding Agency approved the Budget contemplated in this Agreement, then the City's Agreement Liaison may, in writing, informally approve amendments to the Budget only upon receipt of written approval of such amendments by the Federal Awarding Agency. 3. Formal Budget Amendments. Budget amendments that do not meet either requirement of Paragraph B of this Article may not be informally amended by the City's Agreement Liaison and, instead, must be made by formal written amendment mutually executed by both parties to this Agreement. C. Program Income. 1. 2 CFR § 200.1 ("Definitions"), defines "Program Income" as gross income earned by the SUBRECIPIENT that is directly generated by a supported activity or earned as a result of the Subaward during the Subaward Period of Performance. Program Income includes but is not limited to income from fees for services performed, the use or rental or real or personal property acquired under the Subaward, the sale of commodities or items fabricated under the Subaward, license fees and royalties on patents and copyrights, and principal and interest on loans made with Subaward Funds. Interest earned on advances of the Subaward is not program income. Except as otherwise provided, Program Income does not include rebates, credits, discounts, and interest earned on any of those items. 2. In the event that the SUBRECIPIENT generates Program Income, unless otherwise directed by the City, in compliance with 2 CFR § 200.307(e)(1) ("Program Income"), the SUBRECIPIENT shall: a. Calculate, document, and record such Program Income and its intended use or uses; b. Report such Program Income to the City as part of the required Progress Report, pursuant to Article 13, Paragraph A and Subaward Closeout Procedures, pursuant to Article 13, Paragraph C.; c. Add the Program Income to the Subaward and use for continued activities related to the purposes and conditions of this Subaward. Article 10: Reimbursement Requests A. Payment by Reimbursement. This Subaward shall be paid through reimbursement for actual funding-eligible costs as permitted by this Agreement. In order to obtain payment,the SUBRECIPIENT shall make funding-eligible expenditures and thereafter submit a "Reimbursement Request(s)" to the City for such expenditures pursuant to the terms found in this Article. B. Form of Reimbursement Requests. All Reimbursement Requests shall clearly indicate the budget category from which each request is drawing. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 8 of 30 C. Minimum Standards for Reimbursement Requests. At minimum, all Reimbursement Requests submitted by the SUBRECIPIENT must: 1. Include enough detail so that the City is able to confirm that the SUBRECIPIENT has only requested reimbursement of funding-eligible expenses that were incurred by the SUBRECIPIENT in compliance with the terms of this Agreement. 2. Includes a dated cover letter of the SUBRECIPIENT's organization,with a description defining the period of performance dates which it is has incurred eligible expenses that is now being requested for reimbursement. 3. If the Budget attached as"Exhibit C" has line-items or funding categories, indicate which line- item or funding category under which each funding-eligible cost is being requested for reimbursement. 4. Pursuant to 2 CFR § 200.415(a) ("Required Certifications"), include the following federally required attestation executed by an individual that is able to legally authorized to do so by the SUBRECIPIENT: "By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal Award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal,civil or administrative penalties for fraud,false statements,false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812)." 5. By executing this Agreement, the SUBRECIPIENT hereby affirms that it understands that the above are minimum standards for invoices only and are not meant to represent an exhaustive list of what the City's Agreement Liaison may request or require in order to consider a Reimbursement Request complete or to approve such request for reimbursement. D. Reimbursement Request Frequency and Due Dates. Unless otherwise stated in the "Scope of Services" and "Budget" attached to this Agreement as "Exhibit B" and "Exhibit C", which hereby supersedes the frequency and due date for Reimbursement Requests noted in this provision, invoices are due as followed: 1. General Reimbursement Requests. The period for submission of General Reimbursement Requests shall be quarterly with such invoices due to the City by the 15th of the month subsequent to the provision of services for which the City is being invoiced (January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025). 2. Initial Reimbursement Request. a. If the Subaward Period of Performance began on a date prior to the execution of this Agreement, the SUBRECIPIENT shall submit an Initial Reimbursement Request that covers all funding-eligible expenses for the period of time beginning on the first day of the Subaward Period of Performance (for this Agreement: UPON EXECUTION) and ending on the date of execution of this Agreement.This Initial Reimbursement Request Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 9 of 30 shall be submitted no later than the date that the first General Reimbursement Request is due to the City. 3. Final Invoices. Final Invoices shall be due to the City no later than fifteen (15)calendar days after the expiration or termination of this Agreement or last date of eligible expenditures by the SUBRECIPIENT, whichever the earlier of the dates. 4. Performance Period with No Expenses. In periods where eligible expenses have not been incurred by the SUBRECIPIENT, the SUBRECIPIENT is not required to submit a General or Initial Reimbursement Request for zero dollars. However, the SUBRECIPIENT may still be required to submit a Progress Report over this same period in accordance with Article 13. E. Withholding or Denial of Payment on Reimbursement Requests. The City reserves the right to withhold or deny payment on any Reimbursement Request if such request: 1. Is incomplete or fails to provide the requisite supporting documentation; 2. Fails to be provided in a timely fashion as determined by the terms of this Agreement; or 3. Indicates expenditures that are not compliant with this Agreement, the Federal Award, or any directives issued by the Federal Awarding Agency. Article 11: Payment Terms A. Local Government Prompt Payment Act.The City shall make payments to the SUBRECIPIENT on a reimbursement basis for work performed, or services provided, pursuant to this Agreement, in accordance with the Local Government Prompt Payment Act, Section 218.70 et.Seq, Florida Statutes. B. Federal Funding Availability. The City is only responsible for payments to the SUBRECIPIENT for which the City is provided funding by the Federal Awarding Agency. If the Federal Awarding Agency determines that a specific cost or expense requested by the SUBRECIPIENT is not permitted to be reimbursed under the terms and conditions of the Federal Award, the City shall not be responsible for making payment to the SUBRECIPIENT for that specific requested cost or expense. Should the Federal Awarding Agency withhold or deny funding to the City for any reason, the City may subsequently withhold or deny funding to the SUBRECIPIENT. C. Payment Limitations. The City shall not make payments for, or in any way be responsible for, payment to the SUBRECIPIENT for any of the following: 1. Any goods or services provided that do not fall within the "Scope of Services" attached as "Exhibit B"; 2. Any goods or services that fall within the attached "Scope of Services", but that such payment can be made through a third-party program or insurance provider. D. Prohibition on Duplicative Funding.The SUBRECIPIENT may not accept duplicate funding for any cost, position, service, or deliverable funded by the Federal Award. Duplicative funding is defined as more than one-hundred percent (100%) payment from all funding sources for any cost, position, service, or deliverable. If duplicate funding is discovered,this Agreement may be suspended while the extent of the overpayment is determined, or may be terminated. Such suspension or termination may be initiated at the sole discretion of the City. E. Costs in Excess of Award. Any costs or expenses incurred by the SUBRECIPIENT that exceed the Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 10 of 30 overall Subaward amount set forth in this Agreement, or which are were incurred by the SUBRECIPIENT outside of the Subaward Period of Performance, shall be the sole responsibility of the SUBRECIPIENT. F. At no point shall the City be expected to, or responsible for, using its general revenue fund dollars or any non-Federal Award monies to make payment to the SUBRECIPIENT for any costs or expenses incurred by the SUBRECIPIENT pursuant or related to this Agreement or the Federal Award. Article 12: Return of Funds A. Unauthorized Expenditures. The SUBRECIPIENT shall reimburse the City for all unauthorized or funding-ineligible expenditures. B. Payment(s) in Error. The SUBRECIPIENT shall return to the City any payments made to the SUBRECIPIENT that were made in error or were in any manner fraudulent or inconsistent with the "Scope of Services"attached as "Exhibit B" or the Federal Award ("Payment(s) in Error"). 1. In the event that the SUBRECIPIENT, or any outside accountant or auditor, determines that a Payment in Error was made, the SUBRECIPIENT shall return to the City any associated funds no later than ten (10) business days from when the SUBRECIPIENT became aware of such Payment in Error. 2. In the event that the City discovers a Payment in Error,the City shall notify the SUBRECIPIENT and the SUBRECIPIENT shall return any associated funds to the City no later than ten (10) business days from the SUBRECIPIENT's receipt of such notice. C. Federal Disallowance(s). If the Federal Government demands reimbursement from the City due to a disallowance or finding that an expense or cost for which the City provided Subaward funding to the SUBRECIPIENT was in any way improper or not in compliance with the Federal Award, the SUBRECIPIENT shall return any associated funds to the City within a reasonable time period as mutually agreed upon by the City and the SUBRECIPIENT, or within six (6) months, whichever is the later of the dates. D. Delay or Failure to Return Funds. Should the SUBRECIPIENT fail to reimburse the City for any Payment in Error or Federal Disallowance within the time designated, the City may respond with any number of the following actions: 1. Charge an interest rate as determined by the State of Florida, Chief Financial Officer, pursuant to Chapter 55, Florida Statutes, on the amount of the overpayment or outstanding balance thereof. Interest shall accrue from the date of the SUBRECIPIENT's initial receipt of overpayment funds up to the date of reimbursement of said overpayment funds to the City; 2. Withhold any or all future payments until the amount of such overpayment has been recovered by the City; 3. Terminate this Agreement; 4. Bar the SUBRECIPIENT from being considered when issuing future Federal Subawards or other City agreements; and 5. Pursue any other remedies permitted by law. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 11 of 30 Article 13: Progress Reporting and Subaward Closeout A. Progress Reporting 1. Form of Progress Reports. "Progress Report(s)" shall be delivered to the City on a form approved by the City's agreement liaison noted in TABLE 1 —THE PARTIES, or as later re- designated pursuant to Article 2, Paragraph B. 2. Minimum Standards for Progress Reports.At minimum,such Progress Reports must detail the outputs, outcomes, and progress the SUBRECIPIENT has made in accomplishing the objectives of the "Scope of Services" attached as "Exhibit B." Further, in the event any Program Income has been earned over the period, SUBRECIPIENT will report on the Program Income earned and expended to include whether it was related to the purposes and conditions of this Subaward. The City reserves the right to reasonably and unilaterally revise such approved form and request any additional supporting documentation from the SUBRECIPIENT as it deems necessary to meet its federal reporting requirements and monitoring obligations. 3. Progress Report Frequency and Due Dates. Unless otherwise stated in the "Scope of Services", which hereby overwrites the frequency and due date of Progress Reports noted in this provision if there is a conflict between the two, Progress Reports shall be submitted on a quarterly basis and are due by the 15th of the month subsequent to the provision of services of which the SUBRECIPIENT is reporting (January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025). 4. Withholding or Denial of Payment on Reimbursement Requests. Failure to provide the required Progress Reports in accordance with this Article may necessitate the City's withholding of payment on any subsequent Reimbursement Requests and shall be considered cause for termination by the City pursuant to the terms of termination in this Agreement. B. Annual Reporting Information.SUBRECIPIENT shall, upon request by the City's Agreement Liaison or designee, make available SUBRECIPIENT data and other information related to the "Scope of Services".This information will assist the City in its annual reporting obligation to the Federal Awarding Agency by September 30 of each year and will also be published on the City's Consolidated Annual Performance and Evaluation Report (CAPER). Information requested will be related to overall performance, program outcomes and impacts, and program approaches related to promoting equitable outcomes in the delivery of services. C. Subaward Closeout. 1. All financial, performance, and other reports as required by the terms of this Subaward must be submitted to the City no later than (15)days after the end date of the Subaward Period of Performance. 2. Any earned and expended Program Income generated as a result of this Subaward must be calculated and documented with justification on its uses related to the purposes and conditions of the Subaward to the City no later than (15)days after the end date of the Subaward Period of Performance. 3. The closeout of the Federal Award, or this Subaward, does not affect any of the following: Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 12 of 30 a. The right of the Federal Awarding Agency or the City to disallow costs and recover funds on the basis of a later audit or other review. The Federal Awarding Agency or City must make any cost disallowance determination and notify the SUBRECIPIENT within the record retention period. b. The requirement for the SUBRECIPIENT to return any funds due as a result of later refunds,corrections,or other transactions including final indirect cost rate adjustments. c. The ability of the Federal Awarding Agency to make financial adjustments to a previously closed award such as resolving indirect cost payments and making final payments. d. Audit requirements in 2 CFR Part 200, Subpart F. e. Property management and disposition requirements in§§200.310 through 200.316 of 2 CFR Part 200. f. Records retention as required in §§200.334 through 200.337 of 2 CFR Part 200. 4. After closeout of the Federal Award,or this Subaward,a relationship created under the Federal Award, or this Subaward, may be modified or ended in whole or in part with the consent of the Federal Awarding Agency or the City and the SUBRECIPIENT, provided the responsibilities of the SUBRECIPIENT, including those for property management as applicable, are considered and provisions made for continuing responsibilities of the SUBRECIPIENT, as appropriate. Article 14: Maintenance, Retention, and Access to Records A. The SUBRECIPIENT, and its subcontractors (if any) that are providing services or otherwise performing pursuant to this Agreement shall abide by the requirements of this Article. 1. The SUBRECIPIENT shall establish and utilize generally accepted accounting principles in the maintenance of all records relating to this Agreement. Such practices shall comply with the general acceptable accounting principles and shall fully and accurately reflect, track, and document the SUBRECIPIENT's financial activities. 2. The SUBRECIPIENT shall establish and maintain separate accounting records for the SUBRECIPIENT's activities in meeting its obligations pursuant to this Agreement with sufficient documentation to identify the associated expenditures (e.g. detailed invoices, cancelled checks, payroll journals, bank statement reconciliations, etc.) and establish that such expenditures are allowable, necessary, and reasonable under this Agreement, the Federal Award, and any directives issued by the Federal Awarding Agency. 3. The SUBRECIPIENT shall furnish the City with any and all data needed for the purpose of monitoring, evaluation, auditing, and quality assurance. This data shall include information on the services provided or work performed, and any other data that may be required by the City, in its sole discretion, to adequately evaluate the SUBRECIPIENT's performance under this Agreement. 4. All records that were created, utilized, or maintained for the purpose of fulfilment of the SUBRECIPIENT's obligations pursuant to this Agreement, whether paper or electronic ("Relevant Records"), shall be retained by the respective record holder for a period of five(5) Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 13 of 30 years after termination of this Agreement, including any extensions or renewals of this Agreement. 5. In the event of litigation, claims, or audit findings, all Relevant Records shall be retained for a period of five (5)years after the resolution of any such event. 6. The SUBRECIPIENT shall permit the City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized representatives to access, review, or reproduce any and all Relevant Records. 7. If the"Scope of Services" in "Exhibit B" is site-specific, or construction-related, access to the stated construction or work site shall be provided to the City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized representatives. 8. The SUBRECIPIENT shall ensure that the provisions of this Article are incorporated into any agreements into which it enters that are related to this Agreement and the Federal Award. B. Public Records. 1. Pursuant to Section 119.0701, Florida Statutes, the SUBRECIPIENT shall: a. Keep and maintain public records required by the City to perform the service. b. Upon request from the City, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the amount set by the City. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement's term and following completion of this Agreement if the SUBRECIPIENT does not transfer the records to the City. d. Upon completion, or termination, of this Agreement, transfer, at no cost, to the City all public records in possession of the SUBRECIPIENT or keep and maintain public records required by the SUBRECIPIENT to perform the service in accordance with Florida law. e. If the SUBRECIPIENT transfers all public records to the City upon completion of the Agreement, the SUBRECIPIENT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the SUBRECIPIENT keeps and maintains public records upon completion of this Agreement, the SUBRECIPIENT shall meet all applicable requirements for retaining public records in accordance with applicable federal and Florida law. f. All records stored electronically shall be provided to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 14 of 30 IF THE SUBRECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO THE SUBRECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE SUBRECIPIENT SHALL CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK PO BOX 310 BOYNTON BEACH, FL 33435 Phone: 561-742-6061 Email: CITYCLERK@BBFL.US 2. Florida Agencies. If the SUBRECIPIENT is an "Agency" as defined by Section 119.011, Florida Statutes,then the SUBRECIPIENT shall comply with its own obligations under Chapter 119, Florida Statutes.The SUBRECIPIENT additionally agrees to cooperate in good faith with the City in the handling of public records created under this Agreement. Notwithstanding anything set forth in any provision of this Agreement to the contrary, the SUBRECIPIENT will not be required to destroy any records in its custody in violation of Chapter 119, Florida Statutes. Article 15: Monitoring Requirements A. Monitoring. The SUBRECIPIENT shall permit the City, the Clerk, or the designees of either such government agency, to periodically monitor the SUBRECIPIENT's performance and programmatic and financial activities, pursuant to the requirements found in 2 CFR § 200.332 ("Requirements for Pass-Through Entities")and any other relevant federal laws, regulations, or guidance. B. Letter of Findings. 1. If the City, the Clerk, or the designee of either such government agency, discovers any defect in the SUBRECIPIENT's performance under this Agreement(whether programmatic,financial, etc.), then a "Letter of Findings" may be provided to the SUBRECIPIENT. 2. The SUBRECIPIENT shall respond to any such Letter of Findings with a Corrective Action Plan and Implementation Schedule, as instructed by the City, the Clerk, or the designee of either such government agency, within thirty (30) calendar days of the date of the Letter of Findings. Failure to submit a Corrective Action Plan and Implementation Schedule shall constitute a material breach and may result in termination of this Agreement. 3. Nothing in this provision shall obligate the City, the Clerk, or the designee of either such government agency, to first issue such a "Letter of Findings" to the SUBRECIPIENT prior to the City being permitted to exercise any of its rights in equity, at law, or as otherwise granted through this Agreement, including but not limited to the right to terminate this Agreement. Article 16: Audit Requirements A. Auditing. The SUBRECIPIENT shall comply with the federal auditing requirements found in 2 CFR Subpart F ("Audit Requirements"). B. Authorization to Audit. The City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized designees shall have the right to audit SUBRECIPIENT's: Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 15 of 30 1. Disbursement of the Subaward; 2. Service or program delivery; and 3. Compliance with the terms, conditions, and obligations set forth in this Agreement and the Federal Award. C. Mandatory Audit,Certification,and Audited Financial Statement.In determining the federal award amounts expended during its fiscal year, the SUBRECIPIENT shall consider all sources of federal awards including federal resources received from the State or other agencies. 1. If the SUBRECIPIENT expends seven hundred fifty thousand dollars ($750,000) or more in federal awards during its fiscal year, the SUBRECIPIENT must have a single audit completed and conducted in accordance with 2 CFR § 200.514 ("Scope of Audit"), unless the SUBRECIPIENT elects to have a program-specific audit in accordance with 2 CFR § 200.501(c) ("Audit Requirements"). 2. If the SUBRECIPIENT expends less than seven hundred fifty thousand dollars ($750,000) in federal awards during the fiscal year, the SUBRECIPIENT shall: a. Provide an annual certification to the City that a single audit was not required; and b. Annually submit an Audited Financial Statement to the City. 3. If the SUBRECIPIENT is mandated to have an audit performed due to its expenditure of seven hundred fifty thousand dollars($750,000)or more in federal awards within one fiscal year,that audit must be completed no later than one-hundred and eighty (180) calendar days after the close of the SUBRECIPIENT's fiscal year. D. Submission of Audits and Audited Financial Statements. 1. The SUBRECIPIENT shall submit to the City any and all auditor's report received by the SUBRECIPIENT related to its obligations under this Agreement within ten (10) business days of receipt. 2. A copy of the Single Audit Reporting Package, including the associated management letter, which was conducted in accordance with 2 CFR § 200.512 ("Report Submission"), or the applicable Audited Financial Statements, shall be forwarded to the City pursuant to the notice provision in this Agreement, with a copy provided to the City at the following: City of Boynton Beach Department of Financial Services Attn: Community Improvement Division 100 E Ocean Avenue Boynton Beach, FL 33435 E. The Federal Audit Clearinghouse. Audits must be submitted to the Federal Audit Clearinghouse either thirty (30) calendar days after receipt of the auditor's report, or nine (9) months after the end of the entity's fiscal year end date.Such audits shall be submitted electronically via the following website: https://harvester.census.gov/facweb/. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 16 of 30 F. Failure to comply with any requirements in this Article shall be deemed as a breach of this Agreement and may result in the withholding or denial of any requests for payment or reimbursement to the SUBRECIPIENT. Article 17: Insurance A. The SUBRECIPIENT agrees to, on a primary basis and at its sole expense,at all times throughout the duration of this Agreement maintain the following types of insurance coverage with limits and on forms (including endorsements)as described in this Article.These requirements,as well as the City's review or acceptance of insurance maintained by the SUBRECIPIENT is not intended to, and shall not in any manner, limit or qualify the liabilities or obligations assumed by the SUBRECIPIENT under this Agreement. B. The SUBRECIPIENT shall require and ensure that each of its sub-contractors/consultants providing services hereunder (if any) procures and maintains until the completion of their respective services, insurance of the types and to the limits specified in this Article and "Attachment 1" (Insurance Advisory Form). C. The SUBRECIPIENT shall have in full force the following insurance coverage, and will provide Certificates of Insurance to the SUBRECIPIENT prior to commencing operations under this Agreement to verify such coverage during the duration of this Agreement: 1. All SUBRECIPIENTs: Commercial General Liability—The SUBRECIPIENT shall maintain coverage issued on the most recent version of the Insurance Services Office (ISO) form as filed for use in Florida or its equivalent, with a limit of liability of not less than one million dollars ($1,000,000) per occurrence, general aggregate, products completed/operations aggregate, and personal advertising Injury; and, all other insurance coverage reasonably required by the City. SUBRECIPIENT further agrees coverage shall not contain any endorsement(s) excluding or limiting Product/Completed Operations, Contractual Liability, or Separation of Insured. Additional Insured—Designated Person or Organization endorsement, or its equivalent to all commercial general liability policies.The coverage shall contain no limitations on the scope of protection afforded the City, its officers, officials, employees or volunteers. The certificate holder and additional insured shall be listed in the name of the City of Boynton Beach, Florida. 2. SUBRECIPIENTS Providing Services at City Facilities: Workers' Compensation —The SUBRECIPIENT shall maintain coverage for its employees with statutory workers' compensation limits and no less than one million dollars ($1,000,000) for each incident of bodily injury or disease for Employer's Liability.Said coverage shall include a waiver of subrogation in favor of the City if services are being provided at City facilities. Business Automobile Liability—The SUBRECIPIENT shall maintain coverage for all owned; non-owned and hired vehicles issued on the most recent version of ISO form as filed for use in Florida or its equivalent, with limits of not less than one million dollars ($1,000,000) per accident. In the event the SUBRECIPIENT does not own automobiles, the SUBRECIPIENT shall maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 17 of 30 3. SUBRECIPIENTs Providing Services to Vulnerable Populations: Sexual Abuse and Molestation Coverage with limits of not less than one hundred thousand dollars ($100,000) per occurrence shall also be included for those programs that provide services directly to Vulnerable Person(s). "Vulnerable Person(s)" are minors as defined in Section 1.01(13), Florida Statutes, or vulnerable adults as defined in Section 415.102, Florida Statutes. 4. SUBRECIPIENTs Providing Services that are of a Professional Nature: Professional Liability with a limit of not less than one million dollars($1,000,000)per wrongful act or claim. For policies written on a claims-made basis, the SUBRECIPIENT agrees to maintain a retroactive date prior to or equal to the effective date of this Agreement. In the event the policy is cancelled, non-renewed, switched to occurrence form or any other event that triggers the right to purchase a Supplemental Extended Reporting Period ("SERP")during the life of this Agreement the SUBRECIPIENT agrees to purchase the SERP with a minimum reporting period of not less than two years. Purchase of the SERP shall not relieve the SUBRECIPIENT of the obligation to provide replacement coverage. D. Insurance carriers providing coverage required in this "Insurance" subsection must be authorized or eligible to conduct business in the State of Florida and must possess a current A.M. Best Financial Strength Rating of A-Class VIII. E. Any request for an exception to these insurance requirements must be submitted in writing to the City for approval. F. The SUBRECIPIENT shall provide to the City current certificates of insurance evidencing all required coverage prior to execution and commencement of any operations/services provided under this Agreement. In addition to the certificate(s)of insurance the SUBRECIPIENT shall also provide copies of any applicable endorsements as required above. G. For continuing service contracts, renewal certificates shall be submitted upon request by either the City or its certificate management representative. The certificates shall clearly indicate that the SUBRECIPIENT has obtained insurance of the type, amount and classification as required for strict compliance with this insurance section. No material change or cancellation of the insurance shall be effective without thirty (30)calendar days prior written notice to the City. Certificates shall specifically reference the respective Agreement number. The certificate holder shall read: City of Boynton Beach, Florida Attention: Risk Management Department 100 E. Ocean Avenue Boynton Beach, FL 33435 H. State Agencies or Subdivisions.If the SUBRECIPIENT is a"state agency or subdivision"(as defined by Section 768.28(2), Florida Statutes): 1. Paragraphs A— G of this Article are not applicable. However, such paragraphs do apply to any of the SUBRECIPIENT's subcontractors that are not agencies or political subdivisions of the State of Florida and must be included by the SUBRECIPIENT in any such subcontracts. 2. Without waiving its right to sovereign immunity as provided in Section 768.28, Florida Statutes, the SUBRECIPIENT may self-insure its liability with coverage limits of one million Dollars Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 18 of 30 ($1,000,000) per occurrence or such other limited sovereign immunity as set forth by the Florida legislature. A statement of self-insurance shall be provided to the City's Risk Management Department at the address in Paragraph G of this Article. Article 18: Indemnification, Sovereign Immunity, and Liability A. Indemnification. The SUBRECIPIENT agrees to defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from and against any and all claims, injuries, damages, losses or expenses, including without limitation personal injury, bodily injury, sickness, disease, or death, or damage to or destruction of property, which are alleged or proven to be caused in whole or in part by an act or omission of the SUBRECIPIENT, its officers, directors, employees, and/or agents relating to the SUBRECIPIENT's performance or failure to perform under this Agreement. This section shall survive the expiration or termination of this Agreement. B. Sovereign Immunity. 1. Nothing contained in this Article, or in any part of this Agreement, shall constitute a waiver of the City's sovereign immunity provisions or protections pursuant to Section 768.28, Florida Statutes. 2. State Agencies or Subdivisions. If the SUBRECIPIENT is a "state agency or subdivision" (as defined by Section 768.28(2), Florida Statutes), then Paragraph B.1.of this Article applies to the SUBRECIPIENT in the same manner in which it applies to the City. C. Liability. 1. Unless otherwise explicitly stated in this Agreement, in no event shall either party be responsible to the other for any indirect damages, incidental damages, consequential damages, exemplary damages of any kind, lost goods, lost profits, lost business, or any indirect economic damages whatsoever regardless of whether such damages arise from claims based upon contract, negligence, tort (including strict liability or other legal theory), a breach of any warranty, or a breach of term of this Agreement. 2. Without waiving any of the provisions or protections under this Agreement or pursuant to Florida law, under no circumstances shall the City be liable to the SUBRECIPIENT under any contract,negligence, strict liability, or other legal or equitable theory for any amounts in excess of those limits per claim and per occurrence set forth for tort liability in Section 768.28 of the Florida Statutes, which limits are hereby made applicable to all manner of claims against the City related to this Agreement and are not confined to tort liability. D. State Agencies or Subdivisions. If the SUBRECIPIENT is a"state agency or subdivision"(as defined by Section 768.28(2), Florida Statutes), then Paragraph C.2. of this Article applies to the SUBRECIPIENT in the same manner in which it applies to the City. Article 19: Independent Contractor, Non-Agent SUBRECIPIENT, and Third Parties A. Independent Contractor. It is understood and agreed that nothing contained in this Agreement is intended to, or should be construed as, creating or establishing the relationship of copartners between the parties, or as constituting the SUBRECIPIENT as the agent, representative, or employee of the City for any purpose or in any manner whatsoever. The SUBRECIPIENT is to be, and shall remain, an independent contractor with respect to all services performed under this Agreement, and that any individuals hired, or performing services or work, pursuant to this Agreement shall be considered to Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 19 of 30 be the employee of the SUBRECIPIENT for all purposes, including but not limited to for any worker's compensation matters. B. Non-Agent SUBRECIPIENT. The Boynton Beach City Commission has not delegated to any City officer or employee the authority to appoint any agent on the City's behalf regarding the subject matter of this Agreement. Accordingly, nothing in this Agreement is intended to, or shall be construed as to, appoint the SUBRECIPIENT as an agent of the City. Additionally, no review or approval of the SUBRECIPIENT's services, requests for reimbursement, reports, or records by the City may be construed as the City appointing the SUBRECIPIENT as an agent of the City. C. No Third-Party Claims. Nothing in this Agreement, express or implied, shall confer to a third-party— or be construed as conferring to a third-party in any way—any legal or equitable right, benefit, claim, or remedy of any nature arising under or by reason of this Agreement. Moreover, the Federal Government, the City, and the employees and/or contractors of each of the foregoing governments, shall be held harmless from liability to any third parties for claims asserted under this agreement. Article 20: Confidentiality A. Confidentiality. 1. The parties hereby agree to maintain any confidential information transmitted by the other party over the course of this Agreement confidential to the extent that such confidentiality is lawfully permitted pursuant to Florida or Federal law. 2. The SUBRECIPIENT shall limit disclosure of its Confidential Information to the minimum necessary to properly perform under this Agreement. The SUBRECIPIENT understands that the City is subject to Florida Public Records laws and that information that SUBRECIPIENT may consider Confidential Information may be subject to disclosure absent a statutory exemption. In the event a public records request is made for Confidential Information of SUBRECIPIENT, the SUBRECIPIENT shall be responsible for defending its assertion that such records are subject to an exemption from disclosure and shall indemnify the City from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of a public records request for SUBRECIPIENT's Confidential Information where SUBRECIPIENT asserts an exemption to disclosure B. Health Insurance Portability and Accountability Act("HIPAA") 1. Generally. If the SUBRECIPIENT meets the definition of"Covered Entity," as defined in 45 CFR§ 160.103, or a "Hybrid Entity," as defined in 45 CRF § 164.103, then: a. Before providing any services funded, in whole or in part, through this Agreement that may cause the SUBRECIPIENT to generate Protected Health Information ("PHI") as defined in 45 CFR § 160.103, the SUBRECIPIENT must first obtain legally sufficient medical release authorizations from each individual receiving such services. b. Such required medical release authorizations may be limited in scope; however, they must at least permit the disclosure of any PHI that is in any way related to the Subaward-funded services that individual(s) receive to the City for reporting, monitoring, and auditing purposes. c. The City hereby reserves the right to deny payment for any costs the SUBRECIPIENT incurs in its provision of otherwise funding-eligible services to any individual(s) for Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 20 of 30 whom it does not have a valid and current medical release authorization as required by this provision. d. Additionally, the SUBRECIPIENT must require any of its subcontractors for which this provision is applicable to secure such requisite medical release authorizations as well. 2. Business Associate Agreements.Should the SUBRECIPIENT's provision of services under this Agreement require access to PHI generated by the City, then the SUBRECIPIENT must execute a Business Associate Agreement that complies with the standards found in 45 CFR§ 164.504(e). C. Florida Information Protection Act("FIPA") 1. Pursuant to Section 501.171(g)1., Florida Statutes, "Personal Information" means either of the following: a. An individual's first name or first initial and last name in combination with any one or more of the following data elements for that individual: (1) A social security number; (2) A driver license or identification card number, passport number, military identification number, or other similar number issued on a government document used to verify identity; (3) A financial account number or credit or debit card number, in combination with any required security code, access code, or password that is necessary to permit access to an individual's financial account; (4) Any information regarding an individual's medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; or (5) An individual's health insurance policy number or subscriber identification number and any unique identifier used by a health insurer to identify the individual. b. A user name or e-mail address, in combination with a password or security question and answer that would permit access to an online account. 2. If, pursuant to this Agreement, the SUBRECIPIENT is maintaining, storing, or processing personal information on behalf of the City,the SUBRECIPIENT is the City's"Third-Party Agent" under FIPA and hereby agrees to comply with all obligations for such "Third-Party Agents"as detailed in Section 501.171, Florida Statutes. These obligations include, but are not limited to: a. Taking reasonable measures to protect and secure data in electronic form containing personal information; and b. Providing notice to the City in the event of a breach of security of the SUBRECIPIENT's system as expeditiously as practicable, but no later than ten (10) calendar days following the determination of the breach of security or reason to believe the breach occurred. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 21 of 30 3. The SUBRECIPIENT shall be responsible and liable for all costs associated with any required notices,fines, or fees assessed against the City for any breach of Personal Information that is the fault of the SUBRECIPIENT. Article 21: Remedies for Noncompliance A. Remedies for Noncompliance. Pursuant to 2 CFR§200.339 ("Remedies for Noncompliance"), if the SUBRECIPIENT fails to comply with the U.S. Constitution, federal statutes, regulations, or the terms and conditions of a Federal Award or any additional conditions that the Federal Awarding Agency or City may impose, and the Federal Awarding Agency or City determine that such noncompliance cannot be remedied by imposing additional conditions, the Federal Awarding Agency or City may take one or more of the following actions, as appropriate in the circumstances: 1. Temporarily withhold cash payments pending correction of the deficiency by the SUBRECIPIENT or more severe enforcement action by the Federal Awarding Agency or City; 2. Disallow(that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate this Agreement; 4. Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal Awarding Agency regulations, which may be initiated at the recommendation of the City; 5. Withhold further Federal Awards for the project or program; or 6. Take other remedies that may be legally available. Article 22: Termination A. Termination for Convenience by the City. Pursuant to 2 CFR Part 200, Appendix II, Paragraph B, contracts made pursuant to a Federal Award must address termination for convenience by the City including the manner by which it will be affected and the basis for settlement. As such, the City may terminate this Agreement for convenience by providing a written thirty(30) calendar day notice to the SUBRECIPIENT. B. Termination by the SUBRECIPIENT. Pursuant to 2 CFR § 200.340(a)(4), the SUBRECIPIENT may terminate this Agreement upon sending the City written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, in the case of partial termination, if the City determines that the reduced or modified portion of the Subaward will not accomplish the purposes for which the Subaward was made, the City may terminate the Subaward in its entirety. Additionally, a SUBRECIPIENT's failure to complete performance on a Subaward in the manner initially agreed upon may compromise the SUBRECIPIENT's ability to receive subawards, other grants, or any other contract opportunities from the City in the future. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 22 of 30 C. Termination for Cause. 1. Immediate Termination. a. The City reserves the right of"Immediate Termination" of this Agreement, with such termination to be effectuated as of the SUBRECIPIENT's receipt of written notice which may be hand-delivered or transmitted by electronic mail to the SUBRECIPIENT's Agreement Liaison noted in TABLE 1 —THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B. Notwithstanding the foregoing, the City, as a courtesy, may additionally provide the SUBRECIPIENT with such notice in the manner provided in Article 5 ("Notice")of this Agreement. b. Immediate Termination pursuant to this provision shall be permitted for any number of the following reasons: (1) The Federal Awarding Agency terminates the Federal Award; (2) Any circumstance under which the City is no longer receiving Federal Award funds to reimburse the SUBRECIPIENT occurs; (3) The amount invoiced by the SUBRECIPIENT meets or exceeds the amount of the Subaward provided for in this Agreement; (4) The SUBRECIPIENT files bankruptcy or otherwise becomes insolvent; (5) The SUBRECIPIENT is determined to be ineligible to do business in the State of Florida; (6) If the SUBRECIPIENT is a non-profit agency, loss of the SUBRECIPIENT's non-profit status; or (7) As otherwise expressly provided for in this Agreement. 2. Standard Termination for Cause. The City may terminate this Agreement for cause upon providing a written fourteen (14)calendar day breach of contract and termination notice. Such termination for cause may be for any material breach of this Agreement, or if the City, using its sole discretion, determines that the SUBRECIPIENT is unable to perform under this Agreement. 3. Opportunity to Cure. Without creating an obligation to provide an opportunity to cure or accept the SUBRECIPIENT's proposed cure if such an opportunity is provided, the City reserves the right to provide the SUBRECIPIENT the opportunity to cure any stated breach. Such opportunity to cure can be used in tandem with, or in lieu of, a Letter of Findings issued in accordance with Article 15 ("Monitoring Requirements") of this Agreement. If the City provides such opportunity to cure, shall: a. Provide the opportunity to cure as a part of the City's breach of contract and termination notice; and b. Allot an appropriate deadline by which the SUBRECIPIENT must provide its proposed cure to the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 23 of 30 4. In the Event of Wrongful Termination for Cause. If a court of competent jurisdiction determines that this Agreement was wrongfully terminated for cause, then the SUBRECIPIENT's damages for such termination, if any, shall be the same as if the City terminated this Agreement for convenience. D. Reporting to Federal Awarding Agency. If the City determines that termination of this Agreement was due to the SUBRECIPIENT's material failure to comply with the Subaward's terms and conditions, the City reserves the right to report the SUBRECIPIENT to the Federal Awarding Agency so that it may report the termination to the OMB-designated integrity and performance system accessible through the federal System of Award Management("SAM"). E. In the Event of Termination. After receipt of a notice of termination, except as otherwise directed, the SUBRECIPIENT shall take all of the following actions: 1. Pursuant to 2 CFR § 200.339(c), continue to remain responsible for compliance with the requirements in 2 CFR§§200.344("Closeout")and 200.345("Post-Closeout Adjustments and Continuing Responsibilities"); 2. Within fourteen (14) calendar days, remit to the City any advanced funds paid that have not yet been recouped by the City(if any); 3. Stop working under this Agreement on the date of receipt of the notice of termination unless otherwise stated in such notice; 4. Place no further orders and enter into no further agreements to the extent that either relate to the performance of the work which was terminated and direct any subcontractors to do the same; 5. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated; 6. Finalize all necessary reports, invoices, and other documentation required under the terms of this Agreement up to the date of termination, up to and including the final invoice due at the end of the project without reimbursement beyond that due as of the date of termination for services rendered to the termination date; 7. Take any other actions as reasonably directed in writing by the City. F. Payment in Event of Termination. If this Agreement is terminated before performance is completed, whether for convenience or cause, the SUBRECIPIENT shall be paid for the work or services satisfactorily performed. In the event the Agreement is terminated for cause, the City shall be entitled to collect all or part of any funds owed to the City by the SUBRECIPIENT by deduction from the reimbursement or payment amount due the SUBRECIPIENT. No other damages, fees, or costs may be assessed against the City for its termination of the Agreement. G. Force Majeure. 1. The SUBRECIPIENT shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by explosion, war, embargo, government requirement, civil or military authority, pandemic, act of God, or other similar causes beyond the SUBRECIPIENT's control so long as the SUBRECIPIENT's delay Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 24 of 30 is not caused by the SUBRECIPIENT's own fault or negligence.Notwithstanding the foregoing, the SUBRECIPIENT cannot claim Force Majeure under this provision for any emergency, exigency, or "Act of God" that is specifically contemplated within the "Scope of Services" of this Agreement, or which in any way existed at the time this Agreement was executed. 2. The above notwithstanding, in order to claim delay pursuant to this provision, the SUBRECIPIENT shall notify the City in writing within seven (7) business days after the beginning of any such cause that would affect its performance under this Agreement. Failure to notify the City in a timely manner of any claim of Force Majeure made pursuant to this provision is cause for termination of this Agreement. 3. If the SUBRECIPIENT's performance is delayed pursuant to this provision for a period exceeding seven (7)business days from the date the City receives the required Force Majeure notice,the City shall have the right to terminate this Contract thereafter and shall only be liable to the SUBRECIPIENT for any work performed pursuant to this Agreement prior to the date of the City's termination. 4. No other damages, fees, or costs may be assessed against the City for its termination of this Agreement pursuant to this provision. Nothing in this provision shall prevent the City from terminating this Agreement for any purpose otherwise expressly stated in this Agreement. Article 23: General Provisions (Alphabetical) A. Assignments and Successors. The parties deem the services to be rendered pursuant to this Agreement to be personal in nature. Each party binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to the partners, successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Agreement. Neither party shall assign, sublet, convey, or transfer its interest in this Agreement without the written consent of the other, which consent shall be in the sole determination of the party with the right to consent. B. Attorneys' Fees and Costs. Unless otherwise expressly stated in this Agreement, the parties shall each bear their own costs, expert fees, attorneys'fees, and other fees incurred in connection with this Agreement and any action or proceeding arising out of or relating to this Agreement(an "Action"). C. Conflicts. The SUBRECIPIENT shall comply with all applicable local, state, and federal laws, regulations, executive orders, and the policies, procedures, and directives of the Federal Awarding Agency. Should there be conflict between the various applicable laws and this Agreement, the most restrictive shall govern. D. Construction and Representations. Each party acknowledges that it has had the opportunity to be represented by counsel of such party's choice with respect to this Agreement. In view of the foregoing, and notwithstanding any otherwise applicable principles of construction or interpretation, this Agreement shall be deemed to have been drafted jointly by the parties and in the event of any ambiguity, shall not be construed or interpreted against the drafting party. Neither party has relied upon any representations or statements made by the other party to this Agreement which are not specifically set forth in this Agreement. E. Counterparts and Electronic Transmission of Signatures. This Agreement may be executed in counterparts, both of which shall be deemed an original and which taken together shall constitute one agreement. Any counterpart may be delivered by any party by electronic transmission of the full Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 25 of 30 Agreement as executed by that party to the other party as mutually agreed upon by the parties, and delivery shall be effective and complete upon completion of such transmission. F. Governing Law. This Agreement shall be considered as having been entered into in the State of Florida and shall be construed and interpreted in accordance with the laws of that state. G. Headings. The headings or captions of articles, sections, or subsections used in this Agreement, including the Table of Contents or Table of Terms and Provisions, are for convenience of reference only and are not intended to define or limit their contents, nor are they to affect the construction of or to be taken into consideration in interpreting this Agreement. H. Jury Waiver. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any right that party does or might have to a trial by jury related to any Action. I. Remedies. No remedy conferred upon any party in this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any rights, power, or remedy hereunder shall preclude any other or further exercise thereof. J. Severability.The provisions of this Agreement are declared by the parties to be severable. However, the material provisions of this Agreement are dependent upon one another,and such interdependence is a material inducement for the parties to enter into this Agreement. Therefore, should any material term, provision, covenant, or condition of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, the party protected or benefited by such term, provision, covenant, or condition may demand that the parties negotiate such reasonable alternate contract language or provisions as may be necessary either to restore the protected or benefited party to its previous position or otherwise mitigate the loss of protection or benefit resulting from holding. K. Signatory. Each signatory below represents and warrants that he or she has full power and is duly authorized by their respective party to enter into and perform under this Agreement. Such signatory also represents that he or she has fully reviewed and understands the above conditions and intends to fully abide by the conditions and terms of this Agreement as stated. L. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation, or termination of this Agreement, including, by way of example only, the indemnification and public records provisions, shall survive the expiration, cancellation, or termination of this Agreement. M. Use of City and SUBRECIPIENT Logos. Both parties are prohibited from use of any and all of the other party's emblems, logos, or identifiers without written permission from that party. N. Venue. Each of the parties hereby irrevocably submits to the jurisdiction of any federal or state court of competent jurisdiction sitting in Boynton Beach, Florida, regarding any Action, and further agrees that any such Action shall be heard and determined in such Florida federal or state court. Each party hereby irrevocably waives,to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Action in Boynton Beach, Florida. 0. Waiver. No delay or failure on the part of any party to this Agreement to exercise any right or remedy accruing to such party upon the occurrence of an event of violation shall affect any such right or remedy, be held to be an abandonment thereof, or preclude such party from the exercise thereof at Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 26 of 30 any time during the continuance of any event of violation. No waiver of a single event of violation shall be deemed to be a waiver of any subsequent event of violation. P. Written Modification. 1. No modification of this Agreement shall be binding upon any party to this Agreement unless it is reduced to writing and is signed by a duly authorized representative of each party to this Agreement. 2. Notwithstanding the above subparagraph, the parties hereby recognize that the Federal Awarding Agency may issue unilateral changes to the Federal Award that the City is permitted to unilaterally "pass-down" to the SUBRECIPIENT without formal amendment to this Agreement. 3. The City shall provide notice such unilateral amendments to the SUBRECIPIENT in a timely fashion to both by electronic mail to the SUBRECIPIENT agreement liaison noted in TABLE 1 —THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B. 4. The SUBRECIPIENT hereby agrees to work with the City in good faith to make any additional amendments to this Agreement as may be necessary pursuant to directive provided by the Federal Awarding Agency. Article 24: Attachments The documents provided for in the table below are hereby incorporated by both reference and attachment and therefore form a material part of this Agreement. Attachment Attachment Title Name Form 1 E-Verify Use and Registration Certification Form 2 Public Entity Crimes and Scrutinized Companies Certification Form 3 Small and Minority Business Enterprise ("MBE"),Women Business Enterprise ("WBE"), and Labor Surplus Area Firm Certification Form 4 Federal Suspension and Debarment Certification Form 5 Certification Regarding Lobbying Form 6 Affidavit of Compliance with Anti-Human Trafficking Laws Exhibit A Required Information for Federal Subawards Schedule Exhibit B Scope of Services Exhibit C Budget Attachment 1 Insurance Advisory Form Article 25: Entire Agreement This Agreement, and any documents incorporated, referenced, or attached to this Agreement, sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. In regards to such subject matter, this Agreement supersedes any and all prior agreements, Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 27 of 30 negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. [ SIGNATURES ON FOLLOWING PAGES] [ REMAINDER OF PAGE LEFT BLANK] Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 28 of 30 CITY OF BOYNTON BEACH, FLORIDA SIGNATURE PAGE The City has executed this Agreement on the date set forth below. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals on this 0.24-5Aday of flc0C,r-rAg„2,7 ,.20 al CITY OF BOYNTON BEACH, FLORIDA: ATTEST. 5--� 1 Atli, City Clerk 4 .ture :i••ature q i lozq Appr ved as • or B0 y---0 F Ax1i a4/4Q . ,Vni I, (): t< . %•#, City Attorney—Signature $ i/kb �4 ,'� '. 19-)74;0 �41 • : ‘‘tx LiRIDA •• _J SUBRECIPIENT SIGNATURE ON FOLLOWING PAGE Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 29 of 30 SUBRECIPIENT SIGNATURE PAGE BOYNTON BEACH, FLORIDA'S SIGNATURE ON PREVIOUS PAGE The SUBRECIPIENT has executed this Agreement on the date set forth below. SUBRECIPIENT AGENCY: Subrecipient Agency—Signature Print Name Title STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of , 20 , by Personally, Known _ OR Produced Identification Type of Identification Produced Seal NOTARY PUBLIC Notary—Signature Print Name Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 30 of 30 Form 1 E-Verify Registration and Use Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Please note that the City will verify that the SUBRECIPIENT has an active registration on https://e-verify.gov. If the SUBRECIPIENT does not have an active registration noted on the E-Verify website because the Federal Government has not yet updated its website, it must then provide a copy of the E-Verify Memorandum of Understanding for Employers that the SUBRECIPIENT received upon registration to the City. E-VERIFY REGISTRATION USE CERTIFICATION The undersigned hereby certifies on behalf of the SUBRECIPIENT, that: A. They have personal knowledge of the factual assertions set forth in this E-Very Use and Registration Certification and Affidavit. B. The SUBRECIPIENT is registered with the United States Department of Homeland Security's E-Verify system to verify the work authorization status of all employees hired during the term of this Agreement and shall provide evidence of such registration to the City upon request. C. The SUBRECIPIENT does not and shall not employ, contract, or subcontract with an unauthorized alien, pursuant to Section 448.095, Florida Statutes. D. The SUBRECIPIENT shall require all subcontractors performing work under this Agreement to provide an affidavit stating that such subcontractors do not employ, contract with, or subcontract with an unauthorized alien, pursuant to Section 448.095, Florida Statutes. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement—Form 1 City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 1 Form 2 Public Entity Crimes and Scrutinized Companies Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Part 1: Certification of Compliance with Section 287.133, Florida Statutes (Public Entity Crime) The undersigned hereby certifies, on behalf of the SUBRECIPIENT, that: A. Neither the SUBRECIPIENT, nor one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the SUBRECIPIENT, nor any affiliate of the entity, has been charged with and convicted of public entity crime subsequent to July 1, 1989. B. The SUBRECIPIENT has not been placed on any convicted vendor list by the State of Florida and that it will not utilize any funding provided pursuant to this Agreement to subcontract with any vendor that has been placed on any such convicted vendor list. C. The SUBRECIPIENT acknowledges that for the purposes of this certification, the terms"public entity crime," "convicted," and "affiliate," are as defined in Section 287.133, Florida Statutes, which the SUBRECIPIENT has reviewed prior to the execution of this certification. D. The SUBRECIPIENT acknowledges that the City reserves the right to terminate this Agreement immediately (pursuant to Article 22, Paragraph C ("Termination") of the Agreement) and take full advantage of any legal remedies available in equity or law should the SUBRECIPIENT be found to: 1. Have falsified its certification of eligibility to bid on,submit a proposal for,or enter into or renew a contract with the City for goods or services pursuant to Section 287.133, Florida Statutes; or 2. Have become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.133, Florida Statute subsequent to entering into this Agreement with the City. E. The SUBRECIPIENT shall immediately notify the City if at any point during the term of the Agreement, the SUBRECIPIENT's status under Section 287.133, Florida Statutes, changes in any manner. Part 2: Certification of Compliance with Section 287.135, Florida Statutes (Scrutinized Companies) The undersigned hereby certifies, on behalf of the SUBRECIPIENT, that: A. The SUBRECIPIENT certifies that it is eligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statutes. B. The SUBRECIPIENT is not: 1. On the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, and the SUBRECIPIENT is not engaged in a boycott of Israel; Community Development Block Grant Subaward Agreement—Form 2 City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 2 Form 2 Public Entity Crimes and Scrutinized Companies Certification (Continued) 2. On the "Scrutinized Companies with Activities in Sudan List" or the "Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,"created pursuant to Section 215.473, Florida Statutes; or 3. Engaged in business operations in Cuba or Syria. C. The SUBRECIPIENT acknowledges that the City reserves the right to terminate this Agreement immediately (pursuant to Article 22, Paragraph C ("Termination") of the Agreement) and take full advantage of any legal remedies available in equity or law should the SUBRECIPIENT be found to: 1. Have falsified its certification of eligibility to bid on,submit a proposal for,or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statutes; or 2. Have become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statute subsequent to entering into this Agreement with the City. D. The SUBRECIPIENT shall immediately notify the City if at any point during the term of the Agreement, the SUBRECIPIENT's status under Section 287.135, Florida Statutes, changes in any manner. Pursuant to the binding authority granted to the undersigned,the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in both Part 1 and Part 2 this certification. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 2 City of Boynton Beach and Pathways to Prosperity, Inc. Page 2 of 2 Form 3 Small and Minority Business Enterprise ("MBE"), Women Business Enterprise ("WBE"), and Labor Surplus Area Firm Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS CERTIFICATION OF COMPLIANCE WITH 2 CFR§ 200.321 The undersigned hereby certifies on behalf of the SUBRECIPIENT, that the SUBRECIPIENT will comply with all of the following should the SUBRECIPIENT subcontract using any portion of the Subaward: A. When selecting subcontractors and making procurements with the Subaward, the SUBRECIPIENT shall take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus firms are used whenever possible while expending the Subaward. B. Pursuant to 2 CFR § 200.321, such affirmative steps must include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. C. The SUBRECIPIENT understands that it must pass this obligation down to its subcontractors (if any). Pursuant to the binding authority granted to the undersigned,the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 3 City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 1 Form 4 Federal Suspension and Debarment Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Please note that the City will verify that the SUBRECIPIENT has an active registration with SAM.gov on https://www.SAM.qov. If the SUBRECIPIENT does not have an active registration noted in the SAM.gov system, then this Agreement will not be executed by the City. FEDERAL SUSPENSION AND DEBARMENT CERTIFICATION The undersigned hereby certifies on behalf of the SUBRECIPIENT, that: A. They have personal knowledge of the factual assertions set forth in this Federal Suspension and Debarment Certification. B. The SUBRECIPIENT complies with 2 CFR Part 180, Subpart C ("Responsibilities of Participants Regarding Transactions Doing Business with Other Persons"). C. The SUBRECIPIENT is registered and maintains an active registration with SAM.gov and will maintain an active registration with SAM.gov for the entire term of this Agreement. D. The SUBRECIPIENT does not appear on the SAM Exclusions list and shall notify the City within five (5) business days if it is added to the SAM Exclusions list, or should its status under the SAM system change in any way during the term of this Agreement. E. The SUBRECIPIENT shall include a requirement to comply with 2 CFR Part 180, Subpart C in any lower tier covered transactions into which it enters. F. The SUBRECIPIENT understands and agrees that the City reserves the right to institute additional restrictions and conditions to this Agreement, terminate this Agreement, and pursue any other remedy available under local, state, and federal law, should the SUBRECIPIENT: (1) be found to have misrepresented its SAM.gov status in any manner; or(2)fail to notify the City of any change in its status under the SAM.gov system. This certification is a material representation of fact relied upon by the City. If it is later determined that the SUBRECIPIENT fails to comply with 2 CFR Part 180, Subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to, suspension or debarment. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 4 City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 1 Form 5 Certification Regarding Lobbying COMPLETION OF THIS FORM IS CONDITIONAL This form is required for all SUBRECIPIENTs receiving a Subaward in an amount that exceeds$100,000. Does the Subaward exceed $100,000? No If 'Nc, then the SUBRECIPIENT may disregard this form. If then the SUBRECIPIENT hereby executes the following Certification Regarding Lobbying as required by 31 USC § 1352: CERTIFICATION REGARDING LOBBYING 31 USC § 1352 Part 1: Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies on behalf of the SUBRECIPIENT that: A. No Federal appropriated funds have been paid or shall be paid, by or on behalf of the SUBRECIPIENT, to any person for influencing or attempting to influence an officer or employee of an 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 shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the SUBRECIPIENT shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. C. The SUBRECIPIENT shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all SUBRECIPIENTs shall certify and disclose accordingly. D. 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. Code.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. Part 2: Statement for Loan Guarantees and Loan Insurance The undersigned certifies on behalf of the SUBRECIPIENT that: A. If any funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the SUBRECIPIENT shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. Community Development Block Grant Subaward Agreement— Form 5 City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 2 B. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in both Part 1 and Part 2 this certification. SUBRECIPIENT Agency—Signature Title Printed Name Date [ REMAINDER OF PAGE LEFT BLANK] Form 6 Affidavit of Compliance with Anti-Human Trafficking Laws In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: , 20 Signed: Entity: Name: Title: STATE OF COUNTY OF The foregoing instrument was acknowledged before me, by means of 0 physical presence or 0 online notarization, this day of , 20 , by , as for , who is personally known to me or who has produced as identification. Notary Public Signature: State of Florida at Large (Seal) Print Name: My commission expires: Community Development Block Grant Subaward Agreement— Form 6 City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 1 Exhibit A Required Information for Federal Subawards Table REQUIRED PURSUANT TO 2 CFR§200.332 Federal Requirements Subaward-Specific Information SUBRECIPIENT Name (registered name in SAM.gov): Pathways to Prosperity, Inc. SUBRECIPIENT's Unique Entity Identifier(UEI): EH5XLFEQ5C95 Federal Award Identification Number(FAIN): N/A(CDBG Multiple Years Rollover Funds) Federal Award Date: N/A(CDBG Multiple Years Rollover Funds) Subaward Period of Performance Start and End Date: Start: Upon Execution End: 09/30/2025 Federal Award Budget Period Start and End Date: Start: 10/01/2024 End: 09/30/2025 Amount of Federal Funds obligated by this action by the $35,000.00 Pass-Through Entity to the SUBRECIPIENT: Total Amount of Federal Funds Obligated to the SUBRECIPIENT by the Pass-Through Entity including $35,000.00 the current financial obligation: Total Amount of the Federal Award committed to the $35,000.00 SUBRECIPIENT by the Pass-Through Entity: Federal subaward Project Description: 24 CFR 570.201(e)—Public Services Activity— Assistance to Increase Self-Sufficiency; National Objective 24 CFR Part 570.208 (a)(1)(i) Name of Federal Awarding Agency: U.S. Department of Housing and Urban Development(HUD) Name of Pass-Through Entity: City of Boynton Beach Pass-Through Entity's Awarding Official Contact Name: Ty Penserga, Mayor Information: Email: PensergaT(a�bbfl.us Phone: 561-742-6010 CFDA Number and Name: Number: 14.228 Name: Community Development Block Grant Is the Subaward R&D related?: No Is there an indirect cost rate for the Subaward?: No Requirements of the Federal Award imposed on the Yes, see the terms of the Agreement and SUBRECIPIENT?: attached exhibits and forms. Are there any additional requirements imposed on SUBRECIPIENT in order for the Pass-Through Entity to Yes, see the terms of the Agreement and meet its own reporting responsibilities to the Federal attached exhibits and forms. Awarding Agency?: Is there a requirement that the SUBRECIPIENT must Yes, see: Article 14 ("Maintenance, permit the Pass-Through Entity and auditors to have Retention, and Access to Records")and access to the SUBRECIPIENT's records and financial Article 16 ("Audit Requirements"). statements?: Are there appropriate terms and conditions concerning Yes, see: Article 13 ("Progress Reporting closeout of the Subaward?: and Subaward Closeout") Community Development Block Grant Subaward Agreement— Exhibit A City of Boynton Beach and Pathways to Prosperity, Inc. Page 1 of 1 Exhibit B Scope of Services CIRCLES Boynton Beach Program Overview:Circles Palm Beach County is based on a model that empowers people in poverty to build intentional relationships across income and class lines.Circles is a nationwide,proven anti-poverty strategy recognizing a family's upward mobility is inextricably linked to the economic&social capital of their personal and professional "circles".Circles'unique,comprehensive curriculum identifies and addresses barriers keeping people in poverty. Circles is a highly effective program:within our most recent cohort of graduates,33%experienced increased income within the first 6 months of program participation.41%of Boynton Beach Circles'participants increased their savings in the last year,with an average savings increase of$4,111. Circles PBC will serve 21 Circle Leaders from Boynton Beach and their families,for a total of 50 individuals from Boynton Beach served.Participants will receive family stabilization support and financial literacy,dinner, childcare,and support with transportation for Circles-related meetings,plus case management and wrap- around support. Scope of Services:Circles matches people living in poverty,or"Circle Leaders",with middle-to upper-income volunteers,called"Allies",to establish relationships across class lines and create multidimensional support systems.Circles staff,or"Coaches",provide financial literacy,transitional services,guide goal-setting and match Circle Leaders with a volunteer Ally.Allies support them in reaching their goals:increasing savings or skills, getting a job or a better one,making sound financial and other life decisions.The Circles Case Manager provides wrap-around support such as obtaining government IDs,safe/stable housing,food security,healthcare access, emergency financial support when needed,parenting and childcare resources,and more. Circle Leader training is conducted in cohorts of 15 to 20 individuals for 15 to 18 weeks,culminating in a graduation celebration. Participants assess their current relationships,resources and reason or purpose for making the necessary changes to escape from poverty permanently.During this time Allies also attend training sessions that increase awareness of poverty issues within the families they will be matched with as well as issues that affect the community as a whole. After graduating from Circle Leader training,participants are matched with an Ally for a minimum of 18 months, where the real work begins. They work towards reaching their SMART goals in 3 key areas: financial, educational,and social. Moving forward,weekly Community Meetings gather Circle Leaders,Allies,Coaches,and other interested community members to provide support and networking opportunities,with topics such as how to start a business (with speakers from CRA)and first time homebuying(with local real estate professionals). Big View Meetings are held once per month,and feature a far-ranging discussion of the causes of poverty in the community and how to address them for the long term,in the process removing systemic barriers.A 12-person Guiding Coalition,spearheaded by Circle Leader graduates,helps determine programmatic direction and meets once per month. We also host monthly Circle Leader and Ally mixers,where everyone breaks bread together while discussing challenges and sharing successes. Dinner,childcare,and support with transportation for all Circles-related meetings is provided.Children of Circle Leaders and Allies are introduced to financial literacy education through our Circles for Youth program,where they,too,create Dream Boards,set SMART goals,open bank accounts,and participate in savings challenges much Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Exhibit B Scope of Services like the adult participants. $35,000 of CDBG funds will be used to support our Chief Operating Officer,who provides oversight of the Circles program and the Circles Director,ensuring deliverables are met,verifying,gathering and disseminating outcomes to funders and other stakeholders.She facilitates the marketing,recruitment,and hiring of all Circles staff.She provides oversight of programmatic elements such as our Circles Savings Match Initiative and our Specific Assistance to Individuals fund.Her duties also include planning,research,communications,personnel, recordkeeping/bookkeeping,billing/reimbursements,property management,and payroll.(.SFTE @$58,000= $29,000+fringe$6,000=$35,000). Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. EXHIBIT C Based on the "Scope of Services"as set forth in Exhibit B, below is the established budget and activities for this Agreement: Project Phase CDBG Funds Personnel $29,000.00 Payroll Taxes& Benefits $ 6,000.00 Totals $35,000.00 FUNDING AND METHOD OF PAYMENT: It is expressly understood and agreed by the Parties that the funds contemplated by this Agreement originated from the federal CDBG Program; and funds are subject to HUD's approval of the CITY's CDBG FY 2024 Annual Action Plan; and the approved reimbursements through HUD's Integrated Disbursement and Information System (IDIS). The services provided with this funding will be to serve low-to-moderate income (LMI) individuals that are 80%or below, the area median income (AMI). A signed and dated household income certification form and proof of income (e.g. pay stubs, retirement benefits, signed and dated income self-certification form, etc.)from individuals served, is required to be kept in individual's file. All reimbursement requests must be supported by an appropriate level of expense support documentation and progress reporting clearly demonstrating that the applicable progress threshold for the request has been achieved. All requests for reimbursement shall adhere to the standards set forth in Article 10: Reimbursement Requests and Article 11: Payment Terms. Failure for SUBRECIPIENT to adhere to these standards may result in delay of payment and/or disallowance of funding. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Attachment 1 The following are hereby incorporated into this"Attachment 1" (Insurance Advisory Form) by reference: City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M.Best Co.of`B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)The following is a list of types of insurance required of contractors,lessees,etc.,and the limits required by the City:(NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance,or to raise or lower the stated limits,based upon identified risk.) TYPE(Occurrence Based Only)MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Contractor's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage(any one fire) $50,000.00 Broad Form Vendors Med. Expense(any one person) $5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate-$1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease,Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00 Property: Homeowners Revocable Permit $300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCEADVISORYFORM Revised 04/2021 Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Community Development Block Grant(CDBG) Subaward Agreement between City of Boynton Beach, Florida and Boynton Beach Faith Based Community Development Corporation,Inc. for a CDBG subaward of an amount not to exceed$282,116.00 from a federal award issued by U.S. Department of Housing and Urban Development for the specific purpose of Homesteaded Owner-Occupied Limited Rehabilitation for Qualifying Households. SUBAWARD COVERSHEET INTERNAL TABLE— FOR CITY INTERNAL USE ONLY City Contract No.: City Contract No. Resolution R24— 165 Financial Services Department: Community Improvement Division 24 CFR 570.202(a)(1)—Eligible Rehabilitation and Preservation CDBG Eligible Activity activities— Improvements to Single Family Residential Properties; National Objective 24 CFR Part 570.208 (a)(3) TABLE OF TERMS AND PROVISIONS Article 1: Standard CDBG Form Subaward Agreement 1 Article 2: The Parties 1 Article 3: Notice of Federal Subaward 1 Article 4: Term of Agreement and Subaward Period of Performance 3 Article 5: Notice 3 Article 6: SUBRECIPIENT's Obligations and Responsibilities 3 Article 7: Procurement and Subcontracting Standards 6 Article 8: Property Standards 7 Article 9: Budget 7 Article 10: Reimbursement Requests 8 Article 11: Payment Terms 10 Article 12: Return of Funds 11 Article 13: Progress Reporting and Subaward Closeout 12 Article 14: Maintenance, Retention, and Access to Records 13 Article 15: Monitoring Requirements 15 Article 16:Audit Requirements 15 Article 17: Insurance 17 Article 18: Indemnification, Sovereign Immunity, and Liability 19 Article 19: Independent Contractor, Non-Agent SUBRECIPIENT, and Third Parties 19 Article 20: Confidentiality 20 Article 21: Remedies for Noncompliance 22 Article 22: Termination 22 Article 23: General Provisions 25 Article 24:Attachments 27 Article 25: Entire Agreement 27 Community Development Block Subaward Grant Agreement—Coversheet City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page i of i Article 1: Standard CDBG Subaward Form Agreement A. This CDBG Subaward Agreement ("Agreement") is a "Standard CDBG Subaward Form Agreement." Any changes to this standard form shall be noted separately through an amendment to the Agreement which must be separately executed by the parties to this Agreement in order to be binding upon the parties. Article 2: The Parties A. This Agreement is entered into by and between the two parties indicated in the following table: TABLE 1 —THE PARTIES Party#1 Name: City of Boynton Beach (the "City") Entity Type: A Florida Municipal Corporation Principal Address: 100 E. Ocean Avenue Boynton Beach, Florida 33435 Agreement Liaison Name: Dan Dugger, City Manager Email Address: duggerd@bbfl.us Party#2: Name: Boynton Beach Faith Based Community Development Corporation, Inc. a Community Based Development Organization (the "SUBRECIPIENT") Entity Type: 501(c)(3) Not-for-Profit Principal Address: 2191 N Seacrest Blvd. Boynton Beach, FL 33435 Agreement Liaison Name: Keturah Joseph, Executive Director Email Address: kjbbfbcdc@yahoo.com B. The City and the SUBRECIPIENT may unilaterally re-designate their respective agreement liaisons by providing written notice of such change to the other party in accordance with Article 5 ("Notice") of this Agreement. C. Both the City and the SUBRECIPIENT may be individually referred to as "party" or collectively referred to as "parties" in this Agreement. Article 3: Federal Subaward Information A. Subaward Information. The table below provides basic information regarding the underlying subaward pursuant to which this Agreement is being entered. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 30 TABLE 2—SUBAWARD INFORMATION Subaward Project Owner-Occupied Limited Rehabilitation for Qualifying Households Description: Program through a Community Based Development Organization (the "SUBRECIPIENT"). Awarding Agency U.S. Department of Housing and Urban Development (the "Federal Description: Awarding Agency')— Community Development Block Grant (the "Federal Award")—City of Boynton Beach (the "Grantee"). Subaward ID No.: Resolution R24— 165 Resolution Date: 08/6/2024 B. Federal Subaward Amount. The amount of the underlying subaward is: $282,116.00. C. SUBRECIPIENT Compliance with Federal Subaward.At all times during which the SUBRECIPIENT is performing under this Agreement, the SUBRECIPIENT shall comply with the award terms and conditions of the underlying Federal subaward, as well as with any guidance provided by the Federal Awarding Agency. D. Compliance with the Federal Uniform Guidance. The SUBRECIPIENT shall comply with all applicable provisions of the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as found in 2 CFR Part 200 (the "Uniform Guidance") when meeting its obligations under this Agreement. E. References for Emphasis Only. The parties hereby agree that the specific provisions of the Uniform Guidance—or any other applicable federal, state, or local law—that are referenced in this Agreement are referenced for emphasis only. The exclusion of a specific applicable provision of law from this Agreement does not alleviate the SUBRECIPIENT from its obligation to comply with any such applicable provisions. F. By executing this Agreement, the SUBRECIPIENT hereby certifies that it has reviewed 2 CFR Part 200 and any relevant Federal Awarding Agency guidance and that it understands its obligations pursuant to such federal regulations and guidance. G. Federal Subaward Amount.The amount of the Federal Subaward issued pursuant to this Agreement is an amount not to exceed $282,116.00 (the "Subaward"). This Agreement's use of"an amount not to exceed" shall in no way entitle the SUBRECIPIENT to reimbursement or payment of the maximum amount provided unless such reimbursement or payments have been earned by the SUBRECIPIENT in accordance with the terms and provisions of this Agreement. H. Required Information. Any additional information required pursuant to 2 CFR § 200.332 ("Requirements for Pass-Through Entities") may be found in the Required Information for Federal Subawards Schedule attached to this Agreement as "Exhibit A." Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 2 of 30 Article 4: Term of Agreement and Subaward Period of Performance A. Term of Agreement. The term of this Agreement begins on the date that it is fully executed by both parties (the "Effective Date") and shall terminate on: 09/30/2025, unless extended or renewed in accordance with the terms of this Agreement. B. Subaward Period of Performance. 1. The "Subaward Period of Performance" is the time during which the SUBRECIPIENT may incur obligations to carry out the work or services authorized under this Agreement. The SUBRECIPIENT may not invoice for any work completed, or services rendered, outside of the Subaward Period of Performance. This provision is required pursuant to 2 CFR § 200.332(a)(1)(v). 2. The Subaward Period of Performance of this Agreement is: UPON EXECUTION to 9/30/2025. Article 5: Notice Service of all notices under this Agreement shall be in writing and sent by certified or registered mail or courier service, postage prepaid, and addressed to the addresses set forth below until such addresses are changed by written notice. Notices sent by certified/registered mail or courier with signature receipt requested shall be deemed effective as of date of receipt. TABLE 3— NOTICE To the City: City of Boynton Beach Attn: Dan Dugger, City Manager City Manager's Office, 4"'. Floor 100 E. Ocean Avenue Boynton Beach, Florida 33435 To the SUBRECIPIENT: Boynton Beach Faith Based Community Development Corporation, Inc. Attn: Keturah Joseph, Executive Director 2191 N. Seacrest Blvd. Boynton Beach, Florida 33435 Article 6: SUBRECIPIENT's Obligations and Responsibilities A. Scope of Services. 1. The SUBRECIPIENT shall be responsible for meeting the objectives of this Subaward, as detailed in the "Scope of Services"attached to this Agreement as "Exhibit B", in a manner that is deemed satisfactory by the City and consistent with the standards set forth in this Agreement,the Federal Award, and any directives or guidance issued by the Federal Awarding Agency. 2. The SUBRECIPIENT shall not obligate, encumber, spend, or otherwise utilize funds provided pursuant to this Agreement for any activity or purpose not included in, or in conformance with, the "Scope of Services." Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 3 of 30 B. SUBRECIPIENT's Agreement Liaison. The SUBRECIPIENT's agreement liaison identified in TABLE 1 —THE PARTIES, or as re-designated pursuant to Article 2, Paragraph B above, shall be available to communicate and meet with the City's agreement liaison and relevant City staff in order to review the SUBRECIPIENT's performance pursuant to this Agreement. The City reserves the right to, at no additional cost to the City, require that the SUBRECIPIENT change its agreement liaison if the City's agreement liaison believes doing so best serves the performance or objectives of the Subaward, or this Agreement. C. Licenses and Approvals. The SUBRECIPIENT hereby represents and warrants that it has and will continue to maintain all licenses, insurances and approvals required to meet its obligations under the Scope of Services,and that it will at all times conduct its activities in a reputable manner. Proof of such licenses, insurances and approvals shall be submitted to the City within three (3) business days upon request. Failure by the City to request such proof of licensure, insurance and approvals shall in no manner be construed as alleviating the SUBRECIPIENT's obligations pursuant to Paragraph C of this Article, nor shall it be construed as shifting or imposing any liability onto the City. D. Employees of the SUBRECIPIENT. 1. Skillful Provision of Services.All services or work provided pursuant to this Agreement shall be performed by the employees, volunteers, associates, or agents of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT) in a professional and skillful manner. 2. Employee Licensure. Any employee, volunteer, associate, or agent of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT) whose performance under this Agreement requires licensure shall have such valid and active licensure for the full duration of their performance under this Agreement. 3. Removal of Employees.The City may require the SUBRECIPIENT to remove any employee, volunteer, associate, or agent of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT)that the City's agreement liaison—using their sole discretion—deems to be incompetent, careless, or otherwise objectionable from performing work or services related to this Agreement. The City shall not be responsible for any costs related to such removal. 4. E-Verify Use and Registration Certification. Pursuant to Section 448.095, Florida Statutes, the SUBRECIPIENT must certify that it is registered with, and uses, the E-Verify system to verify the work authorization status of all newly hired employees. The SUBRECIPIENT must further certify that it does not employ, contract with, or subcontract with an unauthorized alien, and shall provide an affidavit affirming this prior to the effective date of the contract. These certifications shall be provided by use of the E-Verify Use and Registration Certification found attached to this Agreement as "Form 1". Violation of s.448.095, Florida Statutes, may result in the Immediate Termination (as later defined in Article 22 ("Termination")) of this Agreement. E. Non-Discrimination. 1. The SUBRECIPIENT shall, at no time during the provision of services funded through this Agreement, discriminate based on race, color, religion, national origin, sex, or sexual orientation. 2. The SUBRECIPIENT shall comply with any and all federal, state, and local anti-discrimination laws, rules, and regulations. For further information about the federal anti-discrimination requirements for this Agreement, see 2 CFR Part 200, "Uniform Guidance Contract Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 4 of 30 Provisions" located at: eCFR :: 2 CFR Part 200--Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. F. Inherently Religious Activities. When expending the Subaward, the SUBRECIPIENT must adhere to the following conditions: 1. The SUBRECIPIENT must not engage in inherently religious activities, such as worship, religious instruction, or proselytization, as part of its provision of the services funded in whole or in part by the Subaward; 2. Such inherently religious activities must be offered separately, in time or location, from the Subaward-funded services; and 3. Participation in any inherently religious activities must be purely voluntary for the beneficiaries of the Subaward-funded services; therefore, the SUBRECIPIENT shall not implicitly or explicitly condition receipt of any services funded in whole or part by the Subaward on participation in any inherently religious activities. G. Public Entity Crimes and Scrutinized Companies. 1. By use of the Public Entity Crimes and Scrutinized Companies Certification attached to this Agreement as "Form 2,"the SUBRECIPIENT must certify that: a. The SUBRECIPIENT does not meet the definition of"Scrutinized Company" pursuant to Section 215.473, Florida Statutes; and b. The SUBRECIPIENT — or any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the SUBRECIPIENT or an affiliate of the SUBRECIPIENT— has not been convicted of a public entity crime pursuant to Section 287.133(3), Florida Statutes. 2. The City reserves the right of Immediate Termination (as later defined in Article 22 ("Termination"))of this Agreement should the SUBRECIPIENT: a. Be found to have falsified its certification in "Form 2"; or b. Become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to either Section 287.133, Florida Statutes ("Public Entity Crime; Denial or Revocation of the Right to Transact Business with Public Entities") or Section 287.135, Florida Statutes ("Prohibition Against Contracting with Scrutinized Companies") subsequent to entering into this Agreement with the City. H. Anti-Human Trafficking. On or before the Effective Date of this Agreement, SUBRECIPIENT shall provide City with an affidavit attesting that the SUBRECIPIENT does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. Countries of Concern. SUBRECIPIENT represents that it is, and for the duration of the term of this Agreement will remain, in compliance with Section 286.101, Florida Statutes. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 5 of 30 Article 7: Procurement and Subcontracting Standards A. Procurement. The SUBRECIPIENT must comply with 2 CFR §§ 200.318-200.327 ("Procurement Standards") and must use such procedures when expending the Subaward where SUBRECIPIENT is conducting its own procurement to satisfy the objectives of this Subaward, as detailed in the"Scope of Services", attached as `Exhibit B". Does the SUBRECIPIENT maintain written purchasing procedures in compliance with the aforementioned federal Procurement Standards? "Yes" or "No": If"Yes," then: By executing this Agreement, the SUBRECIPIENT hereby certifies that it maintains written purchasing procedures in compliance with 2 CFR §§ 200.318-200.327 ("Procurement Standards") and will use such procedures when expending the Subaward. If"No," then: By executing this Agreement, the SUBRECIPIENT hereby certifies that it does not maintain written purchasing procedures that are in compliance with 2 CFR §§ 200.318-200.327 ("Procurement Standards"). As such, the SUBRECIPIENT hereby agrees to develop and use written purchasing procedures in compliance with the Procurement Standards for expending the Subaward OR agrees to use the City's Purchasing Policy Manual. The City's Purchasing Policy Manual can be obtained by contacting the City's Purchasing Manager at 561-742-6322 or PintoK@bbfl.us B. Simplified Acquisition Threshold. The "Simplified Acquisition Threshold" means the dollar amount below which a non-Federal entity may purchase property or services using small purchase methods. For the purposes of this Subaward, the Simplified Acquisition Threshold is: $250,000.00. The Simplified Acquisition Threshold provided for in this Agreement is the one that the SUBRECIPIENT—and any of its sub-SUBRECIPIENTs—must use when making its expenditures of the Subaward. If SUBRECIPIENT is utilizing the City's purchasing procedures, SUBRECIPIENT must use the City's more restrictive (lower)simplified acquisition threshold. C. Subcontracting. 1. Federally Required Contract Provisions and Award Terms and Conditions. The SUBRECIPIENT shall insert the relevant contract provisions and certification documents identified in Appendix II of 2 CFR Part 200 ("Contract Provisions for Non-Federal Entity Contracts Under Federal Awards") applicable award terms into all contracts into which it enters while expending the Subaward. 2. Small and Minority Business Enterprises ("MBE"), Women Business Enterprises ("WBE"), and Labor Surplus Area Firms.The SUBRECIPIENT must execute the Small and Minority Business Enterprise ("MBE), Women Business Enterprise MBE), and Labor Surplus Area Firm Certification attached as "Form 3" stating that the SUBRECIPIENT shall take the "Five Affirmative Steps" regarding Small and Minority Business Enterprise, Women Business Enterprises, and Labor Surplus Area Firms in the solicitation and selection of subcontractor(s)or procurements as required by the Federal Government in 2 CFR§200.321. 3. Engaging in subcontracting, pursuant to this Agreement without complying with the requirements of this article is strictly prohibited. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 6 of 30 D. Sub-Subawards. 1. Approval by the City. The SUBRECIPIENT shall not issue sub-subawards to any non- Federal entity without first receiving approval from the City. 2. Pass-Through Requirements. a. The SUBRECIPIENT must pass through all obligations of the Federal Award and any placed upon the SUBRECIPIENT under this Agreement to any of its sub- SUBRECIPIENTs through a federally-compliant SUBRECIPIENT agreement. b. The SUBRECIPIENT must comply with all provisions of 2 CFR § 200.332 ("Requirements for Pass-Through Entities")and any other applicable provisions of the Uniform Guidance when issuing a subaward to a sub-SUBRECIPIENT. E. SUBRECIPIENT/Contractor Determinations. Prior to entering into an agreement with a third-party entity that is in part or in whole funded by the Subaward, the SUBRECIPIENT shall analyze the nature of such agreement pursuant to the provisions of 2 CFR § 200.331 ("SUBRECIPIENT Subcontractor Determinations") to determine which type of relationship and requirements apply. Article 8: Property Standards A. By executing this Agreement, the SUBRECIPIENT hereby certifies that it shall comply with 2 CFR §§ 200.310-200.316("Property Standards")and will use such procedures when handling and managing any supplies, equipment, real estate, or other property procured with any portion of the Subaward. B. The SUBRECIPIENT shall maintain inventory records of all supplies, equipment, real estate, and other property procured with the Subaward and may not to sell, transfer, encumber, or otherwise dispose of any such property without the written permission of the City, in which case the procedure in 2 CFR §§ 200.311 shall be adhered to. Article 9: Budget A. Approved Budget. The City-approved Budget for the Subaward is attached to this Agreement as "Exhibit C" and shall be the basis for which the City provides payment to the SUBRECIPIENT. B. Budget Amendments. 1. In General. Requests to amend the Budget contemplated in this Agreement: a. Must be received by the City no later than forty-five (45) days prior to the expiration of this Agreement's term; b. Shall be made prior to the SUBRECIPIENT incurring any expenses that are not expressly provided for in the Budget: and c. Shall be considered and approved at the sole discretion of the City. 2. Informal Budget Amendments. The City's Agreement Liaison noted in TABLE 1 — THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B, may, in writing, informally approve the following types of Budget amendments: a. Discretionary Federal Awards. If the Federal Award is discretionary in nature, then Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 7 of 30 the City's agreement liaison may, in writing, informally approve requested amendments to the Budget that: (1) Do not increase the maximum Subaward amount; and (2) Are deemed by the City's Agreement Liaison as being consistent with the "Scope of Services"attached as "Exhibit B". b. Non-Discretionary Federal Awards. If the Federal Awarding Agency approved the Budget contemplated in this Agreement, then the City's Agreement Liaison may, in writing, informally approve amendments to the Budget only upon receipt of written approval of such amendments by the Federal Awarding Agency. 3. Formal Budget Amendments. Budget amendments that do not meet either requirement of Paragraph B of this Article may not be informally amended by the City's Agreement Liaison and, instead, must be made by formal written amendment mutually executed by both parties to this Agreement. C. Program Income. 1. 2 CFR § 200.1 ("Definitions"), defines "Program Income" as gross income earned by the SUBRECIPIENT that is directly generated by a supported activity or earned as a result of the Subaward during the Subaward Period of Performance. Program Income includes but is not limited to income from fees for services performed, the use or rental or real or personal property acquired under the Subaward, the sale of commodities or items fabricated under the Subaward, license fees and royalties on patents and copyrights, and principal and interest on loans made with Subaward Funds. Interest earned on advances of the Subaward is not program income. Except as otherwise provided, Program Income does not include rebates, credits, discounts, and interest earned on any of those items. 2. In the event that the SUBRECIPIENT generates Program Income, unless otherwise directed by the City, in compliance with 2 CFR § 200.307(e)(1) ("Program Income"), the SUBRECIPIENT shall: a. Calculate, document, and record such Program Income and its intended use or uses; b. Report such Program Income to the City as part of the required Progress Report, pursuant to Article 13, Paragraph A and Subaward Closeout Procedures, pursuant to Article 13, Paragraph C.; c. Add the Program Income to the Subaward and use for continued activities related to the purposes and conditions of this Subaward. Article 10: Reimbursement Requests A. Payment by Reimbursement. This Subaward shall be paid through reimbursement for actual funding-eligible costs as permitted by this Agreement. In order to obtain payment,the SUBRECIPIENT shall make funding-eligible expenditures and thereafter submit a "Reimbursement Request(s)" to the City for such expenditures pursuant to the terms found in this Article. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 8 of 30 B. Form of Reimbursement Requests. All Reimbursement Requests shall clearly indicate the budget category from which each request is drawing. C. Minimum Standards for Reimbursement Requests. At minimum, all Reimbursement Requests submitted by the SUBRECIPIENT must: 1. Include enough detail so that the City is able to confirm that the SUBRECIPIENT has only requested reimbursement of funding-eligible expenses that were incurred by the SUBRECIPIENT in compliance with the terms of this Agreement. 2. Includes a dated cover letter of the SUBRECIPIENT's organization,with a description defining the period of performance dates which it is has incurred eligible expenses that is now being requested for reimbursement. 3. If the Budget attached as"Exhibit C"has line-items or funding categories, indicate which line- item or funding category under which each funding-eligible cost is being requested for reimbursement. 4. Pursuant to 2 CFR § 200.415(a) ("Required Certifications"), include the following federally required attestation executed by an individual that is able to legally authorized to do so by the SUBRECIPIENT: "By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal Award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal,civil or administrative penalties for fraud,false statements,false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812)." 5. By executing this Agreement, the SUBRECIPIENT hereby affirms that it understands that the above are minimum standards for invoices only and are not meant to represent an exhaustive list of what the City's Agreement Liaison may request or require in order to consider a Reimbursement Request complete or to approve such request for reimbursement. D. Reimbursement Request Frequency and Due Dates. Unless otherwise stated in the "Scope of Services" and "Budget" attached to this Agreement as "Exhibit B" and "Exhibit C", which hereby supersedes the frequency and due date for Reimbursement Requests noted in this provision, invoices are due as followed: 1. General Reimbursement Requests. The period for submission of General Reimbursement Requests shall be quarterly with such invoices due to the City by the 15th of the month subsequent to the provision of services for which the City is being invoiced (January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025). 2. Initial Reimbursement Request. a. If the Subaward Period of Performance began on a date prior to the execution of this Agreement, the SUBRECIPIENT shall submit an Initial Reimbursement Request that covers all funding-eligible expenses for the period of time beginning on the first day of the Subaward Period of Performance (for this Agreement: UPON EXECUTION) and Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 9 of 30 ending on the date of execution of this Agreement.This Initial Reimbursement Request shall be submitted no later than the date that the first General Reimbursement Request is due to the City. 3. Final Invoices. Final Invoices shall be due to the City no later than fifteen (15)calendar days after the expiration or termination of this Agreement or last date of eligible expenditures by the SUBRECIPIENT, whichever the earlier of the dates. 4. Performance Period with No Expenses. In periods where eligible expenses have not been incurred by the SUBRECIPIENT, the SUBRECIPIENT is not required to submit a General or Initial Reimbursement Request for zero dollars. However, the SUBRECIPIENT may still be required to submit a Progress Report over this same period in accordance with Article 13. E. Withholding or Denial of Payment on Reimbursement Requests. The City reserves the right to withhold or deny payment on any Reimbursement Request if such request: 1. Is incomplete or fails to provide the requisite supporting documentation; 2. Fails to be provided in a timely fashion as determined by the terms of this Agreement; or 3. Indicates expenditures that are not compliant with this Agreement, the Federal Award, or any directives issued by the Federal Awarding Agency. Article 11: Payment Terms A. Local Government Prompt Payment Act.The City shall make payments to the SUBRECIPIENT on a reimbursement basis for work performed, or services provided, pursuant to this Agreement, in accordance with the Local Government Prompt Payment Act, Section 218.70 et.Seq, Florida Statutes. B. Federal Funding Availability. The City is only responsible for payments to the SUBRECIPIENT for which the City is provided funding by the Federal Awarding Agency. If the Federal Awarding Agency determines that a specific cost or expense requested by the SUBRECIPIENT is not permitted to be reimbursed under the terms and conditions of the Federal Award, the City shall not be responsible for making payment to the SUBRECIPIENT for that specific requested cost or expense. Should the Federal Awarding Agency withhold or deny funding to the City for any reason, the City may subsequently withhold or deny funding to the SUBRECIPIENT. C. Payment Limitations. The City shall not make payments for, or in any way be responsible for, payment to the SUBRECIPIENT for any of the following: 1. Any goods or services provided that do not fall within the "Scope of Services" attached as "Exhibit B"; 2. Any goods or services that fall within the attached "Scope of Services", but that such payment can be made through a third-party program or insurance provider. D. Prohibition on Duplicative Funding.The SUBRECIPIENT may not accept duplicate funding for any cost, position, service, or deliverable funded by the Federal Award. Duplicative funding is defined as more than one-hundred percent (100%) payment from all funding sources for any cost, position, service,or deliverable. If duplicate funding is discovered,this Agreement may be suspended while the extent of the overpayment is determined, or may be terminated. Such suspension or termination may be initiated at the sole discretion of the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 10 of 30 E. Costs in Excess of Award. Any costs or expenses incurred by the SUBRECIPIENT that exceed the overall Subaward amount set forth in this Agreement, or which are were incurred by the SUBRECIPIENT outside of the Subaward Period of Performance, shall be the sole responsibility of the SUBRECIPIENT. F. At no point shall the City be expected to, or responsible for, using its general revenue fund dollars or any non-Federal Award monies to make payment to the SUBRECIPIENT for any costs or expenses incurred by the SUBRECIPIENT pursuant or related to this Agreement or the Federal Award. Article 12: Return of Funds A. Unauthorized Expenditures. The SUBRECIPIENT shall reimburse the City for all unauthorized or funding-ineligible expenditures. B. Payment(s) in Error. The SUBRECIPIENT shall return to the City any payments made to the SUBRECIPIENT that were made in error or were in any manner fraudulent or inconsistent with the "Scope of Services"attached as "Exhibit B" or the Federal Award ("Payment(s) in Error"). 1. In the event that the SUBRECIPIENT, or any outside accountant or auditor, determines that a Payment in Error was made,the SUBRECIPIENT shall return to the City any associated funds no later than ten (10) business days from when the SUBRECIPIENT became aware of such Payment in Error. 2. In the event that the City discovers a Payment in Error,the City shall notify the SUBRECIPIENT and the SUBRECIPIENT shall return any associated funds to the City no later than ten (10) business days from the SUBRECIPIENT's receipt of such notice. C. Federal Disallowance(s). If the Federal Government demands reimbursement from the City due to a disallowance or finding that an expense or cost for which the City provided Subaward funding to the SUBRECIPIENT was in any way improper or not in compliance with the Federal Award, the SUBRECIPIENT shall return any associated funds to the City within a reasonable time period as mutually agreed upon by the City and the SUBRECIPIENT, or within six (6) months, whichever is the later of the dates. D. Delay or Failure to Return Funds. Should the SUBRECIPIENT fail to reimburse the City for any Payment in Error or Federal Disallowance within the time designated, the City may respond with any number of the following actions: 1. Charge an interest rate as determined by the State of Florida, Chief Financial Officer, pursuant to Chapter 55, Florida Statutes, on the amount of the overpayment or outstanding balance thereof. Interest shall accrue from the date of the SUBRECIPIENT's initial receipt of overpayment funds up to the date of reimbursement of said overpayment funds to the City; 2. Withhold any or all future payments until the amount of such overpayment has been recovered by the City; 3. Terminate this Agreement; 4. Bar the SUBRECIPIENT from being considered when issuing future Federal Subawards or other City agreements; and Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 11 of 30 5. Pursue any other remedies permitted by law. Article 13: Progress Reporting and Subaward Closeout A. Progress Reporting 1. Form of Progress Reports. "Progress Report(s)" shall be delivered to the City on a form approved by the City's agreement liaison noted in TABLE 1 —THE PARTIES, or as later re- designated pursuant to Article 2, Paragraph B. 2. Minimum Standards for Progress Reports.At minimum,such Progress Reports must detail the outputs, outcomes, and progress the SUBRECIPIENT has made in accomplishing the objectives of the "Scope of Services" attached as "Exhibit B." Further, in the event any Program Income has been earned over the period, SUBRECIPIENT will report on the Program Income earned and expended to include whether it was related to the purposes and conditions of this Subaward. The City reserves the right to reasonably and unilaterally revise such approved form and request any additional supporting documentation from the SUBRECIPIENT as it deems necessary to meet its federal reporting requirements and monitoring obligations. 3. Progress Report Frequency and Due Dates. Unless otherwise stated in the "Scope of Services", which hereby overwrites the frequency and due date of Progress Reports noted in this provision if there is a conflict between the two, Progress Reports shall be submitted on a quarterly basis and are due by the 15th of the month subsequent to the provision of services of which the SUBRECIPIENT is reporting (January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025). 4. Withholding or Denial of Payment on Reimbursement Requests. Failure to provide the required Progress Reports in accordance with this Article may necessitate the City's withholding of payment on any subsequent Reimbursement Requests and shall be considered cause for termination by the City pursuant to the terms of termination in this Agreement. B. Annual Reporting Information.SUBRECIPIENT shall, upon request by the City's Agreement Liaison or designee, make available SUBRECIPIENT data and other information related to the "Scope of Services".This information will assist the City in its annual reporting obligation to the Federal Awarding Agency by September 30 of each year and will also be published on the City's Consolidated Annual Performance and Evaluation Report (CAPER). Information requested will be related to overall performance, program outcomes and impacts, and program approaches related to promoting equitable outcomes in the delivery of services. C. Subaward Closeout. 1. All financial, performance, and other reports as required by the terms of this Subaward must be submitted to the City no later than (15) days after the end date of the Subaward Period of Performance. 2. Any earned and expended Program Income generated as a result of this Subaward must be calculated and documented with justification on its uses related to the purposes and conditions of the Subaward to the City no later than (15)days after the end date of the Subaward Period of Performance. 3. The closeout of the Federal Award, or this Subaward, does not affect any of the following: Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 12 of 30 a. The right of the Federal Awarding Agency or the City to disallow costs and recover funds on the basis of a later audit or other review. The Federal Awarding Agency or City must make any cost disallowance determination and notify the SUBRECIPIENT within the record retention period. b. The requirement for the SUBRECIPIENT to return any funds due as a result of later refunds,corrections,or other transactions including final indirect cost rate adjustments. c. The ability of the Federal Awarding Agency to make financial adjustments to a previously closed award such as resolving indirect cost payments and making final payments. d. Audit requirements in 2 CFR Part 200, Subpart F. e. Property management and disposition requirements in §§200.310 through 200.316 of 2 CFR Part 200. f. Records retention as required in §§ 200.334 through 200.337 of 2 CFR Part 200. 4. After closeout of the Federal Award,or this Subaward,a relationship created under the Federal Award, or this Subaward, may be modified or ended in whole or in part with the consent of the Federal Awarding Agency or the City and the SUBRECIPIENT, provided the responsibilities of the SUBRECIPIENT, including those for property management as applicable, are considered and provisions made for continuing responsibilities of the SUBRECIPIENT, as appropriate. Article 14: Maintenance, Retention, and Access to Records A. The SUBRECIPIENT, and its subcontractors (if any) that are providing services or otherwise performing pursuant to this Agreement shall abide by the requirements of this Article. 1. The SUBRECIPIENT shall establish and utilize generally accepted accounting principles in the maintenance of all records relating to this Agreement. Such practices shall comply with the general acceptable accounting principles and shall fully and accurately reflect, track, and document the SUBRECIPIENT's financial activities. 2. The SUBRECIPIENT shall establish and maintain separate accounting records for the SUBRECIPIENT's activities in meeting its obligations pursuant to this Agreement with sufficient documentation to identify the associated expenditures (e.g. detailed invoices, cancelled checks, payroll journals, bank statement reconciliations, etc.) and establish that such expenditures are allowable, necessary, and reasonable under this Agreement, the Federal Award, and any directives issued by the Federal Awarding Agency. 3. The SUBRECIPIENT shall furnish the City with any and all data needed for the purpose of monitoring, evaluation, auditing, and quality assurance. This data shall include information on the services provided or work performed, and any other data that may be required by the City, in its sole discretion, to adequately evaluate the SUBRECIPIENT's performance under this Agreement. 4. All records that were created, utilized, or maintained for the purpose of fulfilment of the SUBRECIPIENT's obligations pursuant to this Agreement, whether paper or electronic Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 13 of 30 ("Relevant Records"),shall be retained by the respective record holder for a period of five(5) years after termination of this Agreement, including any extensions or renewals of this Agreement. 5. In the event of litigation, claims, or audit findings, all Relevant Records shall be retained for a period of five (5)years after the resolution of any such event. 6. The SUBRECIPIENT shall permit the City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized representatives to access, review, or reproduce any and all Relevant Records. 7. If the"Scope of Services" in "Exhibit B" is site-specific, or construction-related, access to the stated construction or work site shall be provided to the City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized representatives. 8. The SUBRECIPIENT shall ensure that the provisions of this Article are incorporated into any agreements into which it enters that are related to this Agreement and the Federal Award. B. Public Records. 1. Pursuant to Section 119.0701, Florida Statutes, the SUBRECIPIENT shall: a. Keep and maintain public records required by the City to perform the service. b. Upon request from the City, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the amount set by the City. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement's term and following completion of this Agreement if the SUBRECIPIENT does not transfer the records to the City. d. Upon completion, or termination, of this Agreement, transfer, at no cost, to the City all public records in possession of the SUBRECIPIENT or keep and maintain public records required by the SUBRECIPIENT to perform the service in accordance with Florida law. e. If the SUBRECIPIENT transfers all public records to the City upon completion of the Agreement, the SUBRECIPIENT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the SUBRECIPIENT keeps and maintains public records upon completion of this Agreement, the SUBRECIPIENT shall meet all applicable requirements for retaining public records in accordance with applicable federal and Florida law. f. All records stored electronically shall be provided to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 14 of 30 IF THE SUBRECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO THE SUBRECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE SUBRECIPIENT SHALL CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK PO BOX 310 BOYNTON BEACH, FL 33435 Phone: 561-742-6061 Email: CITYCLERK@BBFL.US 2. Florida Agencies. If the SUBRECIPIENT is an "Agency" as defined by Section 119.011, Florida Statutes,then the SUBRECIPIENT shall comply with its own obligations under Chapter 119, Florida Statutes. The SUBRECIPIENT additionally agrees to cooperate in good faith with the City in the handling of public records created under this Agreement. Notwithstanding anything set forth in any provision of this Agreement to the contrary, the SUBRECIPIENT will not be required to destroy any records in its custody in violation of Chapter 119, Florida Statutes. Article 15: Monitoring Requirements A. Monitoring. The SUBRECIPIENT shall permit the City, the Clerk, or the designees of either such government agency, to periodically monitor the SUBRECIPIENT's performance and programmatic and financial activities, pursuant to the requirements found in 2 CFR § 200.332 ("Requirements for Pass-Through Entities")and any other relevant federal laws, regulations, or guidance. B. Letter of Findings. 1. If the City, the Clerk, or the designee of either such government agency, discovers any defect in the SUBRECIPIENT's performance under this Agreement(whether programmatic,financial, etc.), then a "Letter of Findings" may be provided to the SUBRECIPIENT. 2. The SUBRECIPIENT shall respond to any such Letter of Findings with a Corrective Action Plan and Implementation Schedule, as instructed by the City, the Clerk, or the designee of either such government agency, within thirty (30) calendar days of the date of the Letter of Findings. Failure to submit a Corrective Action Plan and Implementation Schedule shall constitute a material breach and may result in termination of this Agreement. 3. Nothing in this provision shall obligate the City, the Clerk, or the designee of either such government agency, to first issue such a "Letter of Findings" to the SUBRECIPIENT prior to the City being permitted to exercise any of its rights in equity, at law, or as otherwise granted through this Agreement, including but not limited to the right to terminate this Agreement. Article 16: Audit Requirements A. Auditing. The SUBRECIPIENT shall comply with the federal auditing requirements found in 2 CFR Subpart F ("Audit Requirements"). B. Authorization to Audit. The City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized designees shall have the right to audit SUBRECIPIENT's: Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 15 of 30 1. Disbursement of the Subaward; 2. Service or program delivery; and 3. Compliance with the terms, conditions, and obligations set forth in this Agreement and the Federal Award. C. Mandatory Audit,Certification,and Audited Financial Statement. In determining the federal award amounts expended during its fiscal year, the SUBRECIPIENT shall consider all sources of federal awards including federal resources received from the State or other agencies. 1. If the SUBRECIPIENT expends seven hundred fifty thousand dollars ($750,000) or more in federal awards during its fiscal year, the SUBRECIPIENT must have a single audit completed and conducted in accordance with 2 CFR § 200.514 ("Scope of Audit"), unless the SUBRECIPIENT elects to have a program-specific audit in accordance with 2 CFR § 200.501(c) ("Audit Requirements"). 2. If the SUBRECIPIENT expends less than seven hundred fifty thousand dollars ($750,000) in federal awards during the fiscal year, the SUBRECIPIENT shall: a. Provide an annual certification to the City that a single audit was not required; and b. Annually submit an Audited Financial Statement to the City. 3. If the SUBRECIPIENT is mandated to have an audit performed due to its expenditure of seven hundred fifty thousand dollars ($750,000)or more in federal awards within one fiscal year, that audit must be completed no later than one-hundred and eighty (180) calendar days after the close of the SUBRECIPIENT's fiscal year. D. Submission of Audits and Audited Financial Statements. 1. The SUBRECIPIENT shall submit to the City any and all auditor's report received by the SUBRECIPIENT related to its obligations under this Agreement within ten (10) business days of receipt. 2. A copy of the Single Audit Reporting Package, including the associated management letter, which was conducted in accordance with 2 CFR § 200.512 ("Report Submission"), or the applicable Audited Financial Statements, shall be forwarded to the City pursuant to the notice provision in this Agreement, with a copy provided to the City at the following: City of Boynton Beach Department of Financial Services Attn: Community Improvement Division 100 E Ocean Avenue Boynton Beach, FL 33435 E. The Federal Audit Clearinghouse. Audits must be submitted to the Federal Audit Clearinghouse either thirty (30) calendar days after receipt of the auditor's report, or nine (9) months after the end of the entity's fiscal year end date. Such audits shall be submitted electronically via the following website: https://harvester.census.gov/facweb/. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 16 of 30 F. Failure to comply with any requirements in this Article shall be deemed as a breach of this Agreement and may result in the withholding or denial of any requests for payment or reimbursement to the SUBRECIPIENT. Article 17: Insurance A. The SUBRECIPIENT agrees to, on a primary basis and at its sole expense, at all times throughout the duration of this Agreement maintain the following types of insurance coverage with limits and on forms (including endorsements)as described in this Article.These requirements, as well as the City's review or acceptance of insurance maintained by the SUBRECIPIENT is not intended to, and shall not in any manner, limit or qualify the liabilities or obligations assumed by the SUBRECIPIENT under this Agreement. B. The SUBRECIPIENT shall require and ensure that each of its sub-contractors/consultants providing services hereunder (if any) procures and maintains until the completion of their respective services, insurance of the types and to the limits specified in this Article and "Attachment 1" (Insurance Advisory Form). C. The SUBRECIPIENT shall have in full force the following insurance coverage, and will provide Certificates of Insurance to the SUBRECIPIENT prior to commencing operations under this Agreement to verify such coverage during the duration of this Agreement: 1. All SUBRECIPIENTs: Commercial General Liability—The SUBRECIPIENT shall maintain coverage issued on the most recent version of the Insurance Services Office (ISO) form as filed for use in Florida or its equivalent, with a limit of liability of not less than one million dollars ($1,000,000) per occurrence, general aggregate, products completed/operations aggregate, and personal advertising Injury; and, all other insurance coverage reasonably required by the City. SUBRECIPIENT further agrees coverage shall not contain any endorsement(s) excluding or limiting Product/Completed Operations, Contractual Liability, or Separation of Insured. Additional Insured—Designated Person or Organization endorsement, or its equivalent to all commercial general liability policies. The coverage shall contain no limitations on the scope of protection afforded the City, its officers, officials, employees or volunteers. The certificate holder and additional insured shall be listed in the name of the City of Boynton Beach, Florida. 2. SUBRECIPIENTS Providing Services at City Facilities: Workers' Compensation —The SUBRECIPIENT shall maintain coverage for its employees with statutory workers' compensation limits and no less than one million dollars ($1,000,000) for each incident of bodily injury or disease for Employer's Liability.Said coverage shall include a waiver of subrogation in favor of the City if services are being provided at City facilities. Business Automobile Liability—The SUBRECIPIENT shall maintain coverage for all owned; non-owned and hired vehicles issued on the most recent version of ISO form as filed for use in Florida or its equivalent, with limits of not less than one million dollars ($1,000,000) per accident. In the event the SUBRECIPIENT does not own automobiles, the SUBRECIPIENT shall maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 17 of 30 3. SUBRECIPIENTs Providing Services to Vulnerable Populations: Sexual Abuse and Molestation Coverage with limits of not less than one hundred thousand dollars ($100,000) per occurrence shall also be included for those programs that provide services directly to Vulnerable Person(s). "Vulnerable Person(s)" are minors as defined in Section 1.01(13), Florida Statutes, or vulnerable adults as defined in Section 415.102, Florida Statutes. 4. SUBRECIPIENTs Providing Services that are of a Professional Nature: Professional Liability with a limit of not less than one million dollars($1,000,000)per wrongful act or claim. For policies written on a claims-made basis, the SUBRECIPIENT agrees to maintain a retroactive date prior to or equal to the effective date of this Agreement. In the event the policy is cancelled, non-renewed, switched to occurrence form or any other event that triggers the right to purchase a Supplemental Extended Reporting Period ("SERP")during the life of this Agreement the SUBRECIPIENT agrees to purchase the SERP with a minimum reporting period of not less than two years. Purchase of the SERP shall not relieve the SUBRECIPIENT of the obligation to provide replacement coverage. D. Insurance carriers providing coverage required in this "Insurance" subsection must be authorized or eligible to conduct business in the State of Florida and must possess a current A.M. Best Financial Strength Rating of A-Class VIII. E. Any request for an exception to these insurance requirements must be submitted in writing to the City for approval. F. The SUBRECIPIENT shall provide to the City current certificates of insurance evidencing all required coverage prior to execution and commencement of any operations/services provided under this Agreement. In addition to the certificate(s)of insurance the SUBRECIPIENT shall also provide copies of any applicable endorsements as required above. G. For continuing service contracts, renewal certificates shall be submitted upon request by either the City or its certificate management representative. The certificates shall clearly indicate that the SUBRECIPIENT has obtained insurance of the type, amount and classification as required for strict compliance with this insurance section. No material change or cancellation of the insurance shall be effective without thirty (30) calendar days prior written notice to the City. Certificates shall specifically reference the respective Agreement number. The certificate holder shall read: City of Boynton Beach, Florida Attention: Risk Management Department 100 E. Ocean Avenue Boynton Beach, FL 33435 H. State Agencies or Subdivisions. If the SUBRECIPIENT is a"state agency or subdivision"(as defined by Section 768.28(2), Florida Statutes): 1. Paragraphs A— G of this Article are not applicable. However, such paragraphs do apply to any of the SUBRECIPIENT's subcontractors that are not agencies or political subdivisions of the State of Florida and must be included by the SUBRECIPIENT in any such subcontracts. 2. Without waiving its right to sovereign immunity as provided in Section 768.28, Florida Statutes, the SUBRECIPIENT may self-insure its liability with coverage limits of one million Dollars Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 18 of 30 ($1,000,000) per occurrence or such other limited sovereign immunity as set forth by the Florida legislature. A statement of self-insurance shall be provided to the City's Risk Management Department at the address in Paragraph G of this Article. Article 18: Indemnification, Sovereign Immunity, and Liability A. Indemnification. The SUBRECIPIENT agrees to defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from and against any and all claims, injuries, damages, losses or expenses, including without limitation personal injury, bodily injury, sickness, disease, or death, or damage to or destruction of property, which are alleged or proven to be caused in whole or in part by an act or omission of the SUBRECIPIENT, its officers, directors, employees, and/or agents relating to the SUBRECIPIENT's performance or failure to perform under this Agreement. This section shall survive the expiration or termination of this Agreement. B. Sovereign Immunity. 1. Nothing contained in this Article, or in any part of this Agreement, shall constitute a waiver of the City's sovereign immunity provisions or protections pursuant to Section 768.28, Florida Statutes. 2. State Agencies or Subdivisions. If the SUBRECIPIENT is a "state agency or subdivision" (as defined by Section 768.28(2), Florida Statutes), then Paragraph B.1.of this Article applies to the SUBRECIPIENT in the same manner in which it applies to the City. C. Liability. 1. Unless otherwise explicitly stated in this Agreement, in no event shall either party be responsible to the other for any indirect damages, incidental damages, consequential damages, exemplary damages of any kind, lost goods, lost profits, lost business, or any indirect economic damages whatsoever regardless of whether such damages arise from claims based upon contract, negligence, tort (including strict liability or other legal theory), a breach of any warranty, or a breach of term of this Agreement. 2. Without waiving any of the provisions or protections under this Agreement or pursuant to Florida law, under no circumstances shall the City be liable to the SUBRECIPIENT under any contract, negligence,strict liability,or other legal or equitable theory for any amounts in excess of those limits per claim and per occurrence set forth for tort liability in Section 768.28 of the Florida Statutes, which limits are hereby made applicable to all manner of claims against the City related to this Agreement and are not confined to tort liability. D. State Agencies or Subdivisions.If the SUBRECIPIENT is a"state agency or subdivision"(as defined by Section 768.28(2), Florida Statutes), then Paragraph C.2. of this Article applies to the SUBRECIPIENT in the same manner in which it applies to the City. Article 19: Independent Contractor, Non-Agent SUBRECIPIENT, and Third Parties A. Independent Contractor. It is understood and agreed that nothing contained in this Agreement is intended to, or should be construed as, creating or establishing the relationship of copartners between the parties, or as constituting the SUBRECIPIENT as the agent, representative, or employee of the City for any purpose or in any manner whatsoever. The SUBRECIPIENT is to be, and shall remain, an independent contractor with respect to all services performed under this Agreement, and that any individuals hired, or performing services or work, pursuant to this Agreement shall be considered to Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 19 of 30 be the employee of the SUBRECIPIENT for all purposes, including but not limited to for any worker's compensation matters. B. Non-Agent SUBRECIPIENT. The Boynton Beach City Commission has not delegated to any City officer or employee the authority to appoint any agent on the City's behalf regarding the subject matter of this Agreement. Accordingly, nothing in this Agreement is intended to, or shall be construed as to, appoint the SUBRECIPIENT as an agent of the City. Additionally, no review or approval of the SUBRECIPIENT's services, requests for reimbursement, reports, or records by the City may be construed as the City appointing the SUBRECIPIENT as an agent of the City. C. No Third-Party Claims. Nothing in this Agreement, express or implied, shall confer to a third-party— or be construed as conferring to a third-party in any way—any legal or equitable right, benefit, claim, or remedy of any nature arising under or by reason of this Agreement. Moreover, the Federal Government, the City, and the employees and/or contractors of each of the foregoing governments, shall be held harmless from liability to any third parties for claims asserted under this agreement. Article 20: Confidentiality A. Confidentiality. 1. The parties hereby agree to maintain any confidential information transmitted by the other party over the course of this Agreement confidential to the extent that such confidentiality is lawfully permitted pursuant to Florida or Federal law. 2. The SUBRECIPIENT shall limit disclosure of its Confidential Information to the minimum necessary to properly perform under this Agreement. The SUBRECIPIENT understands that the City is subject to Florida Public Records laws and that information that SUBRECIPIENT may consider Confidential Information may be subject to disclosure absent a statutory exemption. In the event a public records request is made for Confidential Information of SUBRECIPIENT, the SUBRECIPIENT shall be responsible for defending its assertion that such records are subject to an exemption from disclosure and shall indemnify the City from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of a public records request for SUBRECIPIENT's Confidential Information where SUBRECIPIENT asserts an exemption to disclosure B. Health Insurance Portability and Accountability Act("HIPAA") 1. Generally. If the SUBRECIPIENT meets the definition of"Covered Entity," as defined in 45 CFR§ 160.103, or a "Hybrid Entity," as defined in 45 CRF § 164.103, then: a. Before providing any services funded, in whole or in part, through this Agreement that may cause the SUBRECIPIENT to generate Protected Health Information ("PHI") as defined in 45 CFR § 160.103, the SUBRECIPIENT must first obtain legally sufficient medical release authorizations from each individual receiving such services. b. Such required medical release authorizations may be limited in scope; however, they must at least permit the disclosure of any PHI that is in any way related to the Subaward-funded services that individual(s) receive to the City for reporting, monitoring, and auditing purposes. c. The City hereby reserves the right to deny payment for any costs the SUBRECIPIENT incurs in its provision of otherwise funding-eligible services to any individual(s) for Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 20 of 30 whom it does not have a valid and current medical release authorization as required by this provision. d. Additionally, the SUBRECIPIENT must require any of its subcontractors for which this provision is applicable to secure such requisite medical release authorizations as well. 2. Business Associate Agreements. Should the SUBRECIPIENT's provision of services under this Agreement require access to PHI generated by the City, then the SUBRECIPIENT must execute a Business Associate Agreement that complies with the standards found in 45 CFR§ 164.504(e). C. Florida Information Protection Act("FIPA") 1. Pursuant to Section 501.171(g)1., Florida Statutes, "Personal Information" means either of the following: a. An individual's first name or first initial and last name in combination with any one or more of the following data elements for that individual: (1) A social security number; (2) A driver license or identification card number, passport number, military identification number, or other similar number issued on a government document used to verify identity; (3) A financial account number or credit or debit card number, in combination with any required security code, access code, or password that is necessary to permit access to an individual's financial account; (4) Any information regarding an individual's medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; or (5) An individual's health insurance policy number or subscriber identification number and any unique identifier used by a health insurer to identify the individual. b. A user name or e-mail address, in combination with a password or security question and answer that would permit access to an online account. 2. If, pursuant to this Agreement, the SUBRECIPIENT is maintaining, storing, or processing personal information on behalf of the City,the SUBRECIPIENT is the City's"Third-Party Agent" under FIPA and hereby agrees to comply with all obligations for such "Third-Party Agents" as detailed in Section 501.171, Florida Statutes. These obligations include, but are not limited to: a. Taking reasonable measures to protect and secure data in electronic form containing personal information; and b. Providing notice to the City in the event of a breach of security of the SUBRECIPIENT's system as expeditiously as practicable, but no later than ten (10) calendar days following the determination of the breach of security or reason to believe the breach occurred. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 21 of 30 3. The SUBRECIPIENT shall be responsible and liable for all costs associated with any required notices,fines, or fees assessed against the City for any breach of Personal Information that is the fault of the SUBRECIPIENT. Article 21: Remedies for Noncompliance A. Remedies for Noncompliance. Pursuant to 2 CFR§200.339 ("Remedies for Noncompliance"), if the SUBRECIPIENT fails to comply with the U.S. Constitution, federal statutes, regulations, or the terms and conditions of a Federal Award or any additional conditions that the Federal Awarding Agency or City may impose, and the Federal Awarding Agency or City determine that such noncompliance cannot be remedied by imposing additional conditions, the Federal Awarding Agency or City may take one or more of the following actions, as appropriate in the circumstances: 1. Temporarily withhold cash payments pending correction of the deficiency by the SUBRECIPIENT or more severe enforcement action by the Federal Awarding Agency or City; 2. Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate this Agreement; 4. Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal Awarding Agency regulations, which may be initiated at the recommendation of the City; 5. Withhold further Federal Awards for the project or program; or 6. Take other remedies that may be legally available. Article 22: Termination A. Termination for Convenience by the City. Pursuant to 2 CFR Part 200, Appendix II, Paragraph B, contracts made pursuant to a Federal Award must address termination for convenience by the City including the manner by which it will be affected and the basis for settlement. As such, the City may terminate this Agreement for convenience by providing a written thirty(30) calendar day notice to the SUBRECIPIENT. B. Termination by the SUBRECIPIENT. Pursuant to 2 CFR § 200.340(a)(4), the SUBRECIPIENT may terminate this Agreement upon sending the City written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, in the case of partial termination, if the City determines that the reduced or modified portion of the Subaward will not accomplish the purposes for which the Subaward was made, the City may terminate the Subaward in its entirety. Additionally, a SUBRECIPIENT's failure to complete performance on a Subaward in the manner initially agreed upon may compromise the SUBRECIPIENT's ability to receive subawards, other grants, or any other contract opportunities from the City in the future. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 22 of 30 C. Termination for Cause. 1. Immediate Termination. a. The City reserves the right of"Immediate Termination" of this Agreement, with such termination to be effectuated as of the SUBRECIPIENT's receipt of written notice which may be hand-delivered or transmitted by electronic mail to the SUBRECIPIENT's Agreement Liaison noted in TABLE 1 —THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B. Notwithstanding the foregoing, the City, as a courtesy, may additionally provide the SUBRECIPIENT with such notice in the manner provided in Article 5 ("Notice")of this Agreement. b. Immediate Termination pursuant to this provision shall be permitted for any number of the following reasons: (1) The Federal Awarding Agency terminates the Federal Award; (2) Any circumstance under which the City is no longer receiving Federal Award funds to reimburse the SUBRECIPIENT occurs; (3) The amount invoiced by the SUBRECIPIENT meets or exceeds the amount of the Subaward provided for in this Agreement; (4) The SUBRECIPIENT files bankruptcy or otherwise becomes insolvent; (5) The SUBRECIPIENT is determined to be ineligible to do business in the State of Florida; (6) If the SUBRECIPIENT is a non-profit agency, loss of the SUBRECIPIENT's non-profit status; or (7) As otherwise expressly provided for in this Agreement. 2. Standard Termination for Cause. The City may terminate this Agreement for cause upon providing a written fourteen (14)calendar day breach of contract and termination notice. Such termination for cause may be for any material breach of this Agreement, or if the City, using its sole discretion, determines that the SUBRECIPIENT is unable to perform under this Agreement. 3. Opportunity to Cure. Without creating an obligation to provide an opportunity to cure or accept the SUBRECIPIENT's proposed cure if such an opportunity is provided, the City reserves the right to provide the SUBRECIPIENT the opportunity to cure any stated breach. Such opportunity to cure can be used in tandem with, or in lieu of, a Letter of Findings issued in accordance with Article 15 ("Monitoring Requirements") of this Agreement. If the City provides such opportunity to cure, shall: a. Provide the opportunity to cure as a part of the City's breach of contract and termination notice; and b. Allot an appropriate deadline by which the SUBRECIPIENT must provide its proposed cure to the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 23 of 30 4. In the Event of Wrongful Termination for Cause. If a court of competent jurisdiction determines that this Agreement was wrongfully terminated for cause, then the SUBRECIPIENT's damages for such termination, if any, shall be the same as if the City terminated this Agreement for convenience. D. Reporting to Federal Awarding Agency. If the City determines that termination of this Agreement was due to the SUBRECIPIENT's material failure to comply with the Subaward's terms and conditions, the City reserves the right to report the SUBRECIPIENT to the Federal Awarding Agency so that it may report the termination to the OMB-designated integrity and performance system accessible through the federal System of Award Management ("SAM"). E. In the Event of Termination. After receipt of a notice of termination, except as otherwise directed, the SUBRECIPIENT shall take all of the following actions: 1. Pursuant to 2 CFR § 200.339(c), continue to remain responsible for compliance with the requirements in 2 CFR§§200.344 ("Closeout")and 200.345("Post-Closeout Adjustments and Continuing Responsibilities"); 2. Within fourteen (14) calendar days, remit to the City any advanced funds paid that have not yet been recouped by the City (if any); 3. Stop working under this Agreement on the date of receipt of the notice of termination unless otherwise stated in such notice; 4. Place no further orders and enter into no further agreements to the extent that either relate to the performance of the work which was terminated and direct any subcontractors to do the same; 5. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated; 6. Finalize all necessary reports, invoices, and other documentation required under the terms of this Agreement up to the date of termination, up to and including the final invoice due at the end of the project without reimbursement beyond that due as of the date of termination for services rendered to the termination date; 7. Take any other actions as reasonably directed in writing by the City. F. Payment in Event of Termination. If this Agreement is terminated before performance is completed, whether for convenience or cause, the SUBRECIPIENT shall be paid for the work or services satisfactorily performed. In the event the Agreement is terminated for cause, the City shall be entitled to collect all or part of any funds owed to the City by the SUBRECIPIENT by deduction from the reimbursement or payment amount due the SUBRECIPIENT. No other damages, fees, or costs may be assessed against the City for its termination of the Agreement. G. Force Majeure. 1. The SUBRECIPIENT shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by explosion, war, embargo, government requirement, civil or military authority, pandemic, act of God, or other similar causes beyond the SUBRECIPIENT's control so long as the SUBRECIPIENT's delay Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 24 of 30 is not caused by the SUBRECIPIENT's own fault or negligence.Notwithstanding the foregoing, the SUBRECIPIENT cannot claim Force Majeure under this provision for any emergency, exigency, or "Act of God" that is specifically contemplated within the "Scope of Services" of this Agreement, or which in any way existed at the time this Agreement was executed. 2. The above notwithstanding, in order to claim delay pursuant to this provision, the SUBRECIPIENT shall notify the City in writing within seven (7) business days after the beginning of any such cause that would affect its performance under this Agreement. Failure to notify the City in a timely manner of any claim of Force Majeure made pursuant to this provision is cause for termination of this Agreement. 3. If the SUBRECIPIENT's performance is delayed pursuant to this provision for a period exceeding seven (7)business days from the date the City receives the required Force Majeure notice,the City shall have the right to terminate this Contract thereafter and shall only be liable to the SUBRECIPIENT for any work performed pursuant to this Agreement prior to the date of the City's termination. 4. No other damages, fees, or costs may be assessed against the City for its termination of this Agreement pursuant to this provision. Nothing in this provision shall prevent the City from terminating this Agreement for any purpose otherwise expressly stated in this Agreement. Article 23: General Provisions (Alphabetical) A. Assignments and Successors. The parties deem the services to be rendered pursuant to this Agreement to be personal in nature. Each party binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to the partners, successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Agreement. Neither party shall assign,sublet, convey,or transfer its interest in this Agreement without the written consent of the other, which consent shall be in the sole determination of the party with the right to consent. B. Attorneys' Fees and Costs. Unless otherwise expressly stated in this Agreement, the parties shall each bear their own costs, expert fees, attorneys'fees, and other fees incurred in connection with this Agreement and any action or proceeding arising out of or relating to this Agreement(an "Action"). C. Conflicts. The SUBRECIPIENT shall comply with all applicable local, state, and federal laws, regulations, executive orders, and the policies, procedures, and directives of the Federal Awarding Agency. Should there be conflict between the various applicable laws and this Agreement, the most restrictive shall govern. D. Construction and Representations. Each party acknowledges that it has had the opportunity to be represented by counsel of such party's choice with respect to this Agreement. In view of the foregoing, and notwithstanding any otherwise applicable principles of construction or interpretation, this Agreement shall be deemed to have been drafted jointly by the parties and in the event of any ambiguity, shall not be construed or interpreted against the drafting party. Neither party has relied upon any representations or statements made by the other party to this Agreement which are not specifically set forth in this Agreement. E. Counterparts and Electronic Transmission of Signatures. This Agreement may be executed in counterparts, both of which shall be deemed an original and which taken together shall constitute one agreement. Any counterpart may be delivered by any party by electronic transmission of the full Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 25 of 30 Agreement as executed by that party to the other party as mutually agreed upon by the parties, and delivery shall be effective and complete upon completion of such transmission. F. Governing Law. This Agreement shall be considered as having been entered into in the State of Florida and shall be construed and interpreted in accordance with the laws of that state. G. Headings. The headings or captions of articles, sections, or subsections used in this Agreement, including the Table of Contents or Table of Terms and Provisions, are for convenience of reference only and are not intended to define or limit their contents, nor are they to affect the construction of or to be taken into consideration in interpreting this Agreement. H. Jury Waiver. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any right that party does or might have to a trial by jury related to any Action. I. Remedies. No remedy conferred upon any party in this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any rights, power, or remedy hereunder shall preclude any other or further exercise thereof. J. Severability.The provisions of this Agreement are declared by the parties to be severable. However, the material provisions of this Agreement are dependent upon one another,and such interdependence is a material inducement for the parties to enter into this Agreement. Therefore, should any material term, provision, covenant, or condition of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, the party protected or benefited by such term, provision, covenant, or condition may demand that the parties negotiate such reasonable alternate contract language or provisions as may be necessary either to restore the protected or benefited party to its previous position or otherwise mitigate the loss of protection or benefit resulting from holding. K. Signatory. Each signatory below represents and warrants that he or she has full power and is duly authorized by their respective party to enter into and perform under this Agreement. Such signatory also represents that he or she has fully reviewed and understands the above conditions and intends to fully abide by the conditions and terms of this Agreement as stated. L. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation, or termination of this Agreement, including, by way of example only, the indemnification and public records provisions, shall survive the expiration, cancellation, or termination of this Agreement. M. Use of City and SUBRECIPIENT Logos. Both parties are prohibited from use of any and all of the other party's emblems, logos, or identifiers without written permission from that party. N. Venue. Each of the parties hereby irrevocably submits to the jurisdiction of any federal or state court of competent jurisdiction sitting in Boynton Beach, Florida, regarding any Action, and further agrees that any such Action shall be heard and determined in such Florida federal or state court. Each party hereby irrevocably waives, to the fullest extent it may effectively do so,the defense of an inconvenient forum to the maintenance of any Action in Boynton Beach, Florida. 0. Waiver. No delay or failure on the part of any party to this Agreement to exercise any right or remedy accruing to such party upon the occurrence of an event of violation shall affect any such right or remedy, be held to be an abandonment thereof, or preclude such party from the exercise thereof at Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 26 of 30 any time during the continuance of any event of violation. No waiver of a single event of violation shall be deemed to be a waiver of any subsequent event of violation. P. Written Modification. 1. No modification of this Agreement shall be binding upon any party to this Agreement unless it is reduced to writing and is signed by a duly authorized representative of each party to this Agreement. 2. Notwithstanding the above subparagraph, the parties hereby recognize that the Federal Awarding Agency may issue unilateral changes to the Federal Award that the City is permitted to unilaterally "pass-down" to the SUBRECIPIENT without formal amendment to this Agreement. 3. The City shall provide notice such unilateral amendments to the SUBRECIPIENT in a timely fashion to both by electronic mail to the SUBRECIPIENT agreement liaison noted in TABLE 1 —THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B. 4. The SUBRECIPIENT hereby agrees to work with the City in good faith to make any additional amendments to this Agreement as may be necessary pursuant to directive provided by the Federal Awarding Agency. Article 24: Attachments The documents provided for in the table below are hereby incorporated by both reference and attachment and therefore form a material part of this Agreement. Attachment Attachment Title Name Form 1 E-Verify Use and Registration Certification Form 2 Public Entity Crimes and Scrutinized Companies Certification Form 3 Small and Minority Business Enterprise ("MBE"),Women Business Enterprise ("WBE"), and Labor Surplus Area Firm Certification Form 4 Federal Suspension and Debarment Certification Form 5 Certification Regarding Lobbying Form 6 Affidavit of Compliance with Anti-Human Trafficking Laws Exhibit A Required Information for Federal Subawards Schedule Exhibit B Scope of Services Exhibit C Budget Attachment 1 Insurance Advisory Form Article 25: Entire Agreement This Agreement, and any documents incorporated, referenced, or attached to this Agreement, sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. In regards to such subject matter, this Agreement supersedes any and all prior agreements, Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 27 of 30 negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. [SIGNATURES ON FOLLOWING PAGES] [ REMAINDER OF PAGE LEFT BLANK] Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 28 of 30 CITY OF BOYNTON BEACH, FLORIDA SIGNATURE PAGE The City has executed this Agreement on the date set forth below. IN WNESS OF THE FOREGOING, the parties have set their hands and seals on thisbday of Igar , 20A CITY OF BOYNTON BEACH, FLORIDA: ATTEST- , 0 , (.1 City Clerk–Sigture . - ,.r– :i• ature r yep/ iii _— F BOYryT ‘ Approved as to fo : `J; �ORP •' 0,4.4' \\1 �auJi'�c rC�9Z i �N E��, 'e City Attorney–Signature •� : R QRA7_,. f$ 2Q ORIDA SUBRECIPIENT SIGNATURE ON FOLLOWING PAGE Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 29 of 30 SUBRECIPIENT SIGNATURE PAGE BOYNTON BEACH, FLORIDA'S SIGNATURE ON PREVIOUS PAGE The SUBRECIPIENT has executed this Agreement on the date set forth below. SUBRECIPIENT AGENCY: Subrecipient Agency— Signature Print Name Title STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of physical presence or online notarization this day of , 20 , by Personally, Known _ OR Produced Identification Type of Identification Produced Seal NOTARY PUBLIC Notary— Signature Print Name Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 30 of 30 Form 1 E-Verify Registration and Use Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Please note that the City will verify that the SUBRECIPIENT has an active registration on https://e-verify.gov. If the SUBRECIPIENT does not have an active registration noted on the E-Verify website because the Federal Government has not yet updated its website, it must then provide a copy of the E-Verify Memorandum of Understanding for Employers that the SUBRECIPIENT received upon registration to the City. E-VERIFY REGISTRATION USE CERTIFICATION The undersigned hereby certifies on behalf of the SUBRECIPIENT, that: A. They have personal knowledge of the factual assertions set forth in this E-Very Use and Registration Certification and Affidavit. B. The SUBRECIPIENT is registered with the United States Department of Homeland Security's E-Verify system to verify the work authorization status of all employees hired during the term of this Agreement and shall provide evidence of such registration to the City upon request. C. The SUBRECIPIENT does not and shall not employ, contract, or subcontract with an unauthorized alien, pursuant to Section 448.095, Florida Statutes. D. The SUBRECIPIENT shall require all subcontractors performing work under this Agreement to provide an affidavit stating that such subcontractors do not employ, contract with, or subcontract with an unauthorized alien, pursuant to Section 448.095, Florida Statutes. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency— Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 1 City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 1 Form 2 Public Entity Crimes and Scrutinized Companies Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Part 1: Certification of Compliance with Section 287.133, Florida Statutes (Public Entity Crime) The undersigned hereby certifies, on behalf of the SUBRECIPIENT, that: A. Neither the SUBRECIPIENT, nor one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the SUBRECIPIENT, nor any affiliate of the entity, has been charged with and convicted of public entity crime subsequent to July 1, 1989. B. The SUBRECIPIENT has not been placed on any convicted vendor list by the State of Florida and that it will not utilize any funding provided pursuant to this Agreement to subcontract with any vendor that has been placed on any such convicted vendor list. C. The SUBRECIPIENT acknowledges that for the purposes of this certification, the terms "public entity crime," "convicted," and "affiliate," are as defined in Section 287.133, Florida Statutes, which the SUBRECIPIENT has reviewed prior to the execution of this certification. D. The SUBRECIPIENT acknowledges that the City reserves the right to terminate this Agreement immediately (pursuant to Article 22, Paragraph C ("Termination") of the Agreement) and take full advantage of any legal remedies available in equity or law should the SUBRECIPIENT be found to: 1. Have falsified its certification of eligibility to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.133, Florida Statutes; or 2. Have become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.133, Florida Statute subsequent to entering into this Agreement with the City. E. The SUBRECIPIENT shall immediately notify the City if at any point during the term of the Agreement, the SUBRECIPIENT's status under Section 287.133, Florida Statutes, changes in any manner. Part 2: Certification of Compliance with Section 287.135, Florida Statutes (Scrutinized Companies) The undersigned hereby certifies, on behalf of the SUBRECIPIENT, that: A. The SUBRECIPIENT certifies that it is eligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statutes. B. The SUBRECIPIENT is not: 1. On the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, and the SUBRECIPIENT is not engaged in a boycott of Israel; Community Development Block Grant Subaward Agreement— Form 2 City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 2 Form 2 Public Entity Crimes and Scrutinized Companies Certification (Continued) 2. On the "Scrutinized Companies with Activities in Sudan List" or the "Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,"created pursuant to Section 215.473, Florida Statutes; or 3. Engaged in business operations in Cuba or Syria. C. The SUBRECIPIENT acknowledges that the City reserves the right to terminate this Agreement immediately (pursuant to Article 22, Paragraph C ("Termination") of the Agreement) and take full advantage of any legal remedies available in equity or law should the SUBRECIPIENT be found to: 1. Have falsified its certification of eligibility to bid on,submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statutes;or 2. Have become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statute subsequent to entering into this Agreement with the City. D. The SUBRECIPIENT shall immediately notify the City if at any point during the term of the Agreement, the SUBRECIPIENT's status under Section 287.135, Florida Statutes, changes in any manner. Pursuant to the binding authority granted to the undersigned,the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in both Part 1 and Part 2 this certification. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 2 City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 2 of 2 Form 3 Small and Minority Business Enterprise ("MBE"), Women Business Enterprise ("WBE"), and Labor Surplus Area Firm Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS CERTIFICATION OF COMPLIANCE WITH 2 CFR§ 200.321 The undersigned hereby certifies on behalf of the SUBRECIPIENT, that the SUBRECIPIENT will comply with all of the following should the SUBRECIPIENT subcontract using any portion of the Subaward: A. When selecting subcontractors and making procurements with the Subaward, the SUBRECIPIENT shall take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus firms are used whenever possible while expending the Subaward. B. Pursuant to 2 CFR § 200.321, such affirmative steps must include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. C. The SUBRECIPIENT understands that it must pass this obligation down to its subcontractors (if any). Pursuant to the binding authority granted to the undersigned,the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 3 City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 1 Form 4 Federal Suspension and Debarment Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Please note that the City will verify that the SUBRECIPIENT has an active registration with SAM.gov on https://www.SAM.gov. If the SUBRECIPIENT does not have an active registration noted in the SAM.gov system, then this Agreement will not be executed by the City. FEDERAL SUSPENSION AND DEBARMENT CERTIFICATION The undersigned hereby certifies on behalf of the SUBRECIPIENT, that: A. They have personal knowledge of the factual assertions set forth in this Federal Suspension and Debarment Certification. B. The SUBRECIPIENT complies with 2 CFR Part 180, Subpart C ("Responsibilities of Participants Regarding Transactions Doing Business with Other Persons"). C. The SUBRECIPIENT is registered and maintains an active registration with SAM.gov and will maintain an active registration with SAM.gov for the entire term of this Agreement. D. The SUBRECIPIENT does not appear on the SAM Exclusions list and shall notify the City within five (5) business days if it is added to the SAM Exclusions list, or should its status under the SAM system change in any way during the term of this Agreement. E. The SUBRECIPIENT shall include a requirement to comply with 2 CFR Part 180, Subpart C in any lower tier covered transactions into which it enters. F. The SUBRECIPIENT understands and agrees that the City reserves the right to institute additional restrictions and conditions to this Agreement, terminate this Agreement, and pursue any other remedy available under local, state, and federal law, should the SUBRECIPIENT: (1) be found to have misrepresented its SAM.gov status in any manner; or(2)fail to notify the City of any change in its status under the SAM.gov system. This certification is a material representation of fact relied upon by the City. If it is later determined that the SUBRECIPIENT fails to comply with 2 CFR Part 180, Subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to, suspension or debarment. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 4 City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 1 Form 5 Certification Regarding Lobbying COMPLETION OF THIS FORM IS CONDITIONAL This form is required for all SUBRECIPIENTs receiving a Subaward in an amount that exceeds$100,000. Does the Subaward exceed $100,000? Yes If "No" then the SUBRECIPIENT may disregard this form. If "Yv!, then the SUBRECIPIENT hereby executes the following Certification Regarding Lobbying as required by 31 USC § 1352: CERTIFICATION REGARDING LOBBYING 31 USC § 1352 Part 1: Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies on behalf of the SUBRECIPIENT that: A. No Federal appropriated funds have been paid or shall be paid, by or on behalf of the SUBRECIPIENT, to any person for influencing or attempting to influence an officer or employee of an 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 shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement,the SUBRECIPIENT shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. C. The SUBRECIPIENT shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all SUBRECIPIENTs shall certify and disclose accordingly. D. 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. Code.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. Part 2: Statement for Loan Guarantees and Loan Insurance The undersigned certifies on behalf of the SUBRECIPIENT that: A. If any funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the SUBRECIPIENT shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. Community Development Block Grant Subaward Agreement— Form 5 City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 2 B. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in both Part 1 and Part 2 this certification. SUBRECIPIENT Agency—Signature Title Printed Name Date [ REMAINDER OF PAGE LEFT BLANK] Form 6 Affidavit of Compliance with Anti-Human Trafficking Laws In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: , 20_Signed: Entity: Name: Title: STATE OF COUNTY OF The foregoing instrument was acknowledged before me, by means of❑ physical presence or❑ online notarization, this day of , 20 , by , as for , who is personally known to me or who has produced as identification. Notary Public Signature: State of Florida at Large (Seal) Print Name: My commission expires: Community Development Block Grant Subaward Agreement— Form 6 City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 1 Exhibit A Required Information for Federal Subawards Table REQUIRED PURSUANT TO 2 CFR§200.332 Federal Requirements Subaward-Specific Information SUBRECIPIENT Name (registered name in SAM.gov): Boynton Beach Faith Based Community Development Corporation, Inc. SUBRECIPIENTs Unique Entity Identifier(UEI): GZS6GQICQFM9 Federal Award Identification Number(FAIN): N/A(CDBG Multiple Years Rollover Funds) Federal Award Date: N/A(CDBG Multiple Years Rollover Funds) Subaward Period of Performance Start and End Date: Start: Upon Execution End: 09/30/2025 Federal Award Budget Period Start and End Date: Start: 10/01/2024 End: 09/30/2025 Amount of Federal Funds obligated by this action by the $282,116.00 Pass-Through Entity to the SUBRECIPIENT: Total Amount of Federal Funds Obligated to the SUBRECIPIENT by the Pass-Through Entity including $282,116.00 the current financial obligation: Total Amount of the Federal Award committed to the $282,116.00 SUBRECIPIENT by the Pass-Through Entity: Federal subaward Project Description: Owner-Occupied Limited Rehabilitation for Qualifying Households-24 CFR 570.202(a)(1) — Eligible Rehabilitation and Preservation activities; National Objective 24 CFR Part 570.208 (a)(3) Name of Federal Awarding Agency: U.S. Department of Housing and Urban Development(HUD) Name of Pass-Through Entity: City of Boynton Beach Pass-Through Entity's Awarding Official Contact Name: Ty Penserga, Mayor Information: Email: PensergaT(c bbfl.us Phone: 561-742-6010 CFDA Number and Name: Number: 14.228 Name: Community Development Block Grant Is the Subaward R&D related?: No Is there an indirect cost rate for the Subaward?: No Requirements of the Federal Award imposed on the Yes, see the terms of the Agreement and SUBRECIPIENT?: attached exhibits and forms. Are there any additional requirements imposed on SUBRECIPIENT in order for the Pass-Through Entity to Yes, see the terms of the Agreement and meet its own reporting responsibilities to the Federal attached exhibits and forms. Awarding Agency?: Is there a requirement that the SUBRECIPIENT must Yes, see: Article 14("Maintenance, permit the Pass-Through Entity and auditors to have Retention, and Access to Records")and access to the SUBRECIPIENT's records and financial Article 16uirements "Audit Requirements"). statements?: 16 ("Audit )' Are there appropriate terms and conditions concerning Yes, see: Article 13 ("Progress Reporting closeout of the Subaward?: and Subaward Closeout") Community Development Block Grant Subaward Agreement—Exhibit A City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Page 1 of 1 Exhibit B Scope of Services Homesteaded Owner-Occupied Limited Rehabilitation Program Scope of Services The Homesteaded Owner-Occupied Limited Rehabilitation Program for qualifying households will serve low-to-very low-income residents who own and homestead their residence. The program will offer a grant for home improvement/rehabilitation and incidental expenses that correct emergency health and safety hazards, and code related issues. The maximum award $30,000.00 per household. ELIGIBLE APPLICANTS Applicant's gross household income (income from all sources before taxes and withholding for every household member, age 18 and over)may not exceed 80%of the area median income, as determined by the U.S. Department of Housing and Urban Development(HUD). The following apply: • To qualify for grant funding, at least one homeowner residing in the residence must be an Elderly as defined by F.S. 420.0004 (8) and/or have a member of the household that has a documented disability as defined by F.S. 420.0004 (7). • The applicant must be the homeowner and occupy the home for at least twelve months before the date of application. • The applicant shall not own any other real estate. • Absentee owners are not eligible. • Applicants must have 100% ownership interest in the residence to be improved • Applicants must have clear title to the subject property as evidenced by a title search or deed • Must have home repair needs that threaten the homeowner's safety, energy efficiency, habitability, and accessibility. • Payments on all mortgages on the property must be current. If the mortgage payment is delinquent, it must be brought current before application and remain current through the closing. • Must not have received housing rehabilitation assistance under any program administered by the City of Boynton Beach in the last 15 years. • Property taxes must be current. • Must be current on obligations owed to or insured by any body of government, including, but not limited to code violation liens, income tax liens, child support, and student loans. If the loan has been charged off, the owner will be required to contact the lender and arrange to pay the past due amount. • If a payment arrangement is made, payment must be current at the time of loan application and approval. If the loan has been forgiven, written proof must be obtained. OCCUPANCY REQUIREMENTS Homeowner must have owned the property and Homesteaded the property as his/her principal residence for at least one year prior to applying for assistance. The homeowner must intend to reside in the property for at least one year after the rehabilitation. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Exhibit B Scope of Services INCOME CERTIFICATION REQUIREMENTS Gross annual household income included but is not limited to the gross annual projected income of all household members age 18 and over that reside in the household before taxes or withholdings. The following income sources must be included in the income calculation: • Salaries, overtime earnings, commissions, bonuses, full-time and part-time earnings, seasonal employee earnings, tips • Unemployment compensation • Social Security benefits • Public assistance • Net rental income • Pensions • Alimony and child support • Net income from business activities • Interest and dividend income • Capital gains • Imputed income • Partnership income • Partnership income • Bank accounts (i.e. checking, savings and CDs) • Prepaid debits cards (i.e. Green Dot, Prepaidify, Payoneer, Bluebird) • Brokerage accounts (i.e. stocks, bonds) • IRAs, 401-Ks, 457s, ELIGIBLE PROPERTIES: • Properties that are being repaired must be the sole and primary residence of the owner. • Homesteaded Owner-Occupied Single-family properties(Mobile Homes are not eligible) • Must be the applicant's Homesteaded property • The property to be improved must not have a lien as a result of code violations. • The property must be located within city limits (property control number beginning with 08). TITLE VERIFICATION Boynton Beach Faith-Based Community Development Corporation, Inc. (FAITH-BASED CDC) will verify the following: • The legal description of the subject property • The owner's ownership interest by conducting or facilitating a title search/investigation • Existing liens, if any on the property ELIGIBLE IMPROVEMENTS Improvements include but not limited to: • Electrical • Plumbing • Air Conditioning Replacement Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Exhibit B Scope of Services • Insulation • Single families detached dwellings are also eligible for: o Roof Replacement o Exterior Doors Replacement o Windows Replacement • Accessibility Improvements for occupant(s)with disabilities • Repairs incidental to any of the above (i.e. drywall, caulking and painting) • Other conditions that could cause the home to be or become uninhabitable will be considered on a case by case basis. Each improvement must be made and in compliance with all applicable health,fire prevention, building and housing codes standards, and product approvals. APPLICATION PROCESS • Funding is awarded on a first come, first qualified basis • The SUBRECIPIENT will assist applicant with the application process • The SUBRECIPIENT will review the applications and supporting documentation to ensure all eligibility criteria are met • Applications must be signed by all homeowners • All forms in the application package must be signed and dated by all household members over 18 • Income Certifications must be signed and dated by all household members over 18 • The SUBRECIPIENT will perform visual home inspection to identify required improvements and write specifications • The SUBRECIPIENT will review with homeowner proposed improvements • The SUBRECIPIENT will send work specifications to City's Community Improvement Division for review and approval. The approval of funds to complete rehabilitation is contingent upon the availability of funds • The SUBRECIPIENT will prepare bids, receive bids from contractors, and selects contractor • Owner/contractor agreement must be signed before work begins on home • The SUBRECIPIENT will oversee the rehabilitation work through periodic inspections, review of construction payment requests, and issuance of payments to contractors • The SUBRECIPIENT will not release final payment to contractor until home passes the final inspection PROPERTY INSPECTION • The Community Improvement Division will conduct an Environmental Review that is categorically excluded subject to Section 58.5 pursuant to 24 CFR 58.35(a). • The Community Improvement Division will submit all necessary documentation and certification to the Florida State Historic Preservation Officer for properties 45 years or older • If required and depending on work specification, the FAITH-BASED CDC will conduct a Lead Paint Inspection in accordance with the Lead Based Paint Poisoning Preventive Act and assessment on properties built before 1978 Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Exhibit B Scope of Services • The SUBRECIPIENT will complete visual home inspection to itemize required repairs and write specifications • The SUBRECIPIENT will develop and prepare work specifications for the needed improvements for bidding purposes. • The SUBRECIPIENT will take and save photos of pre-construction condition All homes to be rehabilitated must undergo an environmental review and the file documented prior to any commitment of funds.An environmental review consists of a statutory checklist of required review items and a request to the Florida State Historic Preservation Officer(SHPO)for a review of historical significance and its impact on the rehabilitation of houses that are 45 years old or more. The Community Improvement Division will submit a description, maps, and photographs of the house to the SHPO. Properties with environmental conditions will not be permitted to proceed unless the conditions are corrected.The Community Improvement Division will review all documents of the environmental review checklist. No funds can be committed to a rehabilitation project, or work can start, until the environmental review is completed and approved. Each improvement must be a permanent general improvement that correct defects or deficiencies in the property directly affecting the structural integrity, the safety, habitability, or energy consumption of the property. The homeowner will be responsible for moving his/her belongings to perform the improvements. REHABILITATION REQUIREMENTS Rehabilitation must satisfy the following requirements: • Prior to start of rehabilitation, the property must be inspected by the FAITH-BASED CDC to determine eligibility under the program. • All proposed rehabilitation must be outlined in the specifications and must address the deficiencies and/or accessibility improvements noted on the inspection report. • The SUBRECIPIENT will procure bids from currently licensed contractors based on the specifications, and in accordance with 2 CFR 200.320 and select the lowest responsive and responsible bid. • All improvements must be completed by a currently licensed contractor for their respective trade. Any contractor who is excluded from the federal procurement, or is on the HUD's list of Debarred Contractors, is not eligible for to participate in the program. • A written construction contract will be prepared by the SUBRECIPIENT and executed between the contractor and homeowner. • A Notice of Commencement will be filed for all projects. • The contractor will notify the City's Community Improvement Construction Coordinator when application for permit has been made so the permit review can be expedited. • Property improvements will conform to all applicable zoning ordinances and all appropriate permits must be obtained. • Each rehabilitated property assisted with CDBG funds for single family rehabilitation must be a permanent improvement completed in compliance with applicable state, county and municipal health, housing, building, fire prevention and housing maintenance codes. • Lien waivers must be collected from all contractors and sub-contractors upon completion of rehabilitation Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Exhibit B Scope of Services CHANGE ORDERS • Change orders are not permitted after the contract documents have been executed unless unanticipated deficiencies identified during the rehabilitation process will cause further damage to the home if not addressed • Any changes in the scope of work, including the reason for the change must be documented in the file • In the event that a change order occurs, grant amount will be adjusted INDIVIDUAL GRANT • The maximum CDBG grant award allocated for this activity is $30,000.00 per household • The amount of the award might increase if other source of funding is available. The increase will be based on the amount necessary to cure existing substandard conditions or accessibility. When needed repairs cost exceed the maximum CDBG grant award of$30,000.00,up to$20,000 additional funds,from the SHIP Emergency Repairs—Limited Rehabilitation Program might be used (if SHIP funding is available). The SUBRECIPIENT must have prior written authorization from the Community Improvement Division Manager, in order to use additional SHIP funds. SHIP funds will be used in compliance with the SHIP Statute (F.S. 420.907—420.9079) located at: Statutes & Constitution :View Statutes : Online Sunshine (state.fl.us); SHIP Rule 67-37; located at: 67-37 : STATE HOUSING INITIATIVES PARTNERSHIP PROGRAM - Florida Administrative Rules, Law, Code, Register - FAC, FAR, eRulemakinq (flrules.orq); 2023 SHIP Residential Rehabilitation Guide located at: Affordable Housing Publications-Florida Housing Coalition (flhousinq.orql; and any other SHIP Program Regulation as applicable. [ REMAINDER OF PAGE LEFT BLANK] Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. EXHIBIT C Based on the "Scope of Services" as set forth in Exhibit B, below is the established budget and activities for this Agreement: Project Phase CDBG Funds Rehabilitation* $238,799.00 Activity Delivery Cost— 15% $ 43,317.00 Totals $282,116.00 FUNDING AND METHOD OF PAYMENT: It is expressly understood and agreed by the Parties that the funds contemplated by this Agreement originated from the federal CDBG Program; and funds are subject to HUD's approval of the CITY's CDBG FY 2024 Annual Action Plan; and the approved reimbursements through HUD's Integrated Disbursement and Information System (IDIS). The services provided with this funding will be to serve low-to-moderate income (LMI) individuals that are 80% or below, the area median income (AMI). A signed and dated household income certification form and proof of income (e.g. pay stubs, retirement benefits, signed and dated income self-certification form, etc.) from individuals served, is required to be kept in individual's file. All reimbursement requests must be supported by an appropriate level of expense support documentation and progress reporting clearly demonstrating that the applicable progress threshold for the request has been achieved on the project and that all rehabilitation has been completed in accordance with federal, state and local program requirements, and all permits have been satisfied. *There shall be up two draws per each unit being rehabilitated. The first request upon completion of 50% of the rehabilitation and the second may be requested upon final completion of the project. Reimbursement will be pay after all supporting documents and work performed has been reviewed by the Community improvement Division. All requests for reimbursement shall adhere to the standards set forth in Article 10: Reimbursement Requests and Article 11: Payment Terms. Failure for SUBRECIPIENT to adhere to these standards may result in delay of payment and/or disallowance of funding. Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Attachment 1 The following are hereby incorporated into this"Attachment 1"(Insurance Advisory Form) by reference: City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing insurance coverages must have a current rating by A.M.Best Co.of`B+"or higher.(NOTE:An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)The following is a list of types of insurance required of contractors,lessees,etc.,and the limits required by the City:(NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) TYPE(Occurrence Based Only)MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Contractor's Protective(OCP) Personal&Adv.Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage(any one fire) $50,000.00 Broad Form Vendors Med.Expense(any one person) $5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate-$1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease,Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00 Property: Homeowners Revocable Permit $300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCEADVISORYFORM Revised 04/2021 Community Development Block Grant Subaward Agreement City of Boynton Beach and Boynton Beach Faith Based Community Development Corporation, Inc. Community Development Block Grant (CDBG) Subaward Agreement between City of Boynton Beach, Florida and Legal Aid Society of Palm Beach County, Inc. for a CDBG subaward of an amount not to exceed$10,000.00 from a federal award issued by U.S. Department of Housing and Urban Development for the specific purpose of Public Services Activity— Fair Housing Project. SUBAWARD COVERSHEET INTERNAL TABLE—FOR CITY INTERNAL USE ONLY City Contract No.: City Contract No. Resolution R24— 165 Financial Services Department: Community Improvement Division 24 CFR 570.201(e)—Public Services Activity—Legal Services, CDBG Eligible Activity Tenant/Landlord Counseling; National Objective 24 CFR Part 570.208 (a)(1)(i) TABLE OF TERMS AND PROVISIONS Article 1: Standard CDBG Form Subaward Agreement 1 Article 2:The Parties 1 Article 3: Notice of Federal Subaward 1 Article 4: Term of Agreement and Subaward Period of Performance 3 Article 5: Notice 3 Article 6: SUBRECIPIENT's Obligations and Responsibilities 3 Article 7: Procurement and Subcontracting Standards 6 Article 8: Property Standards 7 Article 9: Budget 7 Article 10: Reimbursement Requests 8 Article 11: Payment Terms 10 Article 12: Return of Funds 11 Article 13: Progress Reporting and Subaward Closeout 12 Article 14: Maintenance, Retention, and Access to Records 13 Article 15: Monitoring Requirements 15 Article 16: Audit Requirements 15 Article 17: Insurance 17 Article 18: Indemnification, Sovereign Immunity, and Liability 19 Article 19: Independent Contractor, Non-Agent SUBRECIPIENT, and Third Parties 19 Article 20: Confidentiality 20 Article 21: Remedies for Noncompliance 22 Article 22: Termination 22 Article 23: General Provisions 255 Article 24: Attachments 27 Article 25: Entire Agreement 27 Community Development Block Subaward Grant Agreement—Coversheet City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page i of i Article 1: Standard CDBG Subaward Form Agreement A. This CDBG Subaward Agreement ("Agreement") is a "Standard CDBG Subaward Form Agreement." Any changes to this standard form shall be noted separately through an amendment to the Agreement which must be separately executed by the parties to this Agreement in order to be binding upon the parties. Article 2: The Parties A. This Agreement is entered into by and between the two parties indicated in the following table: TABLE 1 —THE PARTIES Party#1 Name: City of Boynton Beach (the "City") Entity Type: A Florida Municipal Corporation Principal Address: 100 E. Ocean Avenue Boynton Beach, Florida 33435 Agreement Liaison Name: Dan Dugger, City Manager Email Address: duggerd@bbfl.us Party#2: Name: Legal Aid Society of Palm Beach County, Inc., a Non-Profit Organization (the "SUBRECIPIENT") Entity Type: 501(c)(3) Not-for-Profit Principal Address: 423 Fern Street, Suite 200 West Palm Beach, FL 33401 Agreement Liaison Name: Robert A. Bertisch, Esq., Executive Director Email Address: rbertisch@legalaidpbc.org B. The City and the SUBRECIPIENT may unilaterally re-designate their respective agreement liaisons by providing written notice of such change to the other party in accordance with Article 5 ("Notice") of this Agreement. C. Both the City and the SUBRECIPIENT may be individually referred to as "party" or collectively referred to as "parties" in this Agreement. Article 3: Federal Subaward Information A. Subaward Information. The table below provides basic information regarding the underlying subaward pursuant to which this Agreement is being entered. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 30 TABLE 2—SUBAWARD INFORMATION Subaward Project Public Services Activity — Legal Aid and Counseling - Fair Housing Description: Project through a Non-Profit Organization (the "SUBRECIPIENT"). Awarding Agency U.S. Department of Housing and Urban Development (the "Federal Description: "Grantee").Awarding Agency")—Community Development Block Grant(the "Federal Award")—City of Boynton Beach (the Subaward ID No.: Resolution R24— 165 Resolution Date: 08/6/2024 B. Federal Subaward Amount.The amount of the underlying subaward is: $10,000.00. C. SUBRECIPIENT Compliance with Federal Subaward.At all times during which the SUBRECIPIENT is performing under this Agreement, the SUBRECIPIENT shall comply with the award terms and conditions of the underlying Federal subaward, as well as with any guidance provided by the Federal Awarding Agency. D. Compliance with the Federal Uniform Guidance. The SUBRECIPIENT shall comply with all applicable provisions of the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as found in 2 CFR Part 200 (the "Uniform Guidance") when meeting its obligations under this Agreement. E. References for Emphasis Only.The parties hereby agree that the specific provisions of the Uniform Guidance—or any other applicable federal, state, or local law—that are referenced in this Agreement are referenced for emphasis only. The exclusion of a specific applicable provision of law from this Agreement does not alleviate the SUBRECIPIENT from its obligation to comply with any such applicable provisions. F. By executing this Agreement, the SUBRECIPIENT hereby certifies that it has reviewed 2 CFR Part 200 and any relevant Federal Awarding Agency guidance and that it understands its obligations pursuant to such federal regulations and guidance. G. Federal Subaward Amount.The amount of the Federal Subaward issued pursuant to this Agreement is an amount not to exceed $10,000.00 (the "Subaward"). This Agreement's use of"an amount not to exceed"shall in no way entitle the SUBRECIPIENT to reimbursement or payment of the maximum amount provided unless such reimbursement or payments have been earned by the SUBRECIPIENT in accordance with the terms and provisions of this Agreement. H. Required Information. Any additional information required pursuant to 2 CFR § 200.332 ("Requirements for Pass-Through Entities") may be found in the Required Information for Federal Subawards Schedule attached to this Agreement as "Exhibit A." Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 2 of 30 Article 4: Term of Agreement and Subaward Period of Performance A. Term of Agreement. The term of this Agreement begins on the date that it is fully executed by both parties (the "Effective Date") and shall terminate on: 09/30/2025, unless extended or renewed in accordance with the terms of this Agreement. B. Subaward Period of Performance. 1. The "Subaward Period of Performance" is the time during which the SUBRECIPIENT may incur obligations to carry out the work or services authorized under this Agreement. The SUBRECIPIENT may not invoice for any work completed, or services rendered, outside of the Subaward Period of Performance. This provision is required pursuant to 2 CFR § 200.332(a)(1)(v). 2. The Subaward Period of Performance of this Agreement is: UPON EXECUTION to 9/30/2025. Article 5: Notice Service of all notices under this Agreement shall be in writing and sent by certified or registered mail or courier service, postage prepaid, and addressed to the addresses set forth below until such addresses are changed by written notice. Notices sent by certified/registered mail or courier with signature receipt requested shall be deemed effective as of date of receipt. TABLE 3—NOTICE To the City: City of Boynton Beach Attn: Dan Dugger, City Manager City Manager's Office, 4th. Floor 100 E. Ocean Avenue Boynton Beach, Florida 33435 To the SUBRECIPIENT: Legal Aid Society of Palm Beach County, Inc. Attn: Robert A. Bertisch, Esq., Executive Director 423 Fern Street, Suite 200 West Palm Beach, Florida 33401 Article 6: SUBRECIPIENT's Obligations and Responsibilities A. Scope of Services. 1. The SUBRECIPIENT shall be responsible for meeting the objectives of this Subaward, as detailed in the "Scope of Services"attached to this Agreement as "Exhibit B", in a manner that is deemed satisfactory by the City and consistent with the standards set forth in this Agreement,the Federal Award,and any directives or guidance issued by the Federal Awarding Agency. 2. The SUBRECIPIENT shall not obligate, encumber, spend, or otherwise utilize funds provided pursuant to this Agreement for any activity or purpose not included in, or in conformance with, the "Scope of Services." Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 3 of 30 B. SUBRECIPIENT's Agreement Liaison. The SUBRECIPIENT's agreement liaison identified in TABLE 1 —THE PARTIES, or as re-designated pursuant to Article 2, Paragraph B above, shall be available to communicate and meet with the City's agreement liaison and relevant City staff in order to review the SUBRECIPIENT's performance pursuant to this Agreement. The City reserves the right to, at no additional cost to the City, require that the SUBRECIPIENT change its agreement liaison if the City's agreement liaison believes doing so best serves the performance or objectives of the Subaward, or this Agreement. C. Licenses and Approvals. The SUBRECIPIENT hereby represents and warrants that it has and will continue to maintain all licenses, insurances and approvals required to meet its obligations under the Scope of Services,and that it will at all times conduct its activities in a reputable manner. Proof of such licenses, insurances and approvals shall be submitted to the City within three (3)business days upon request. Failure by the City to request such proof of licensure, insurance and approvals shall in no manner be construed as alleviating the SUBRECIPIENT's obligations pursuant to Paragraph C of this Article, nor shall it be construed as shifting or imposing any liability onto the City. D. Employees of the SUBRECIPIENT. 1. Skillful Provision of Services.All services or work provided pursuant to this Agreement shall be performed by the employees, volunteers, associates, or agents of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT) in a professional and skillful manner. 2. Employee Licensure. Any employee, volunteer, associate, or agent of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT) whose performance under this Agreement requires licensure shall have such valid and active licensure for the full duration of their performance under this Agreement. 3. Removal of Employees.The City may require the SUBRECIPIENT to remove any employee, volunteer, associate, or agent of the SUBRECIPIENT (or of any subcontractor of the SUBRECIPIENT)that the City's agreement liaison—using their sole discretion—deems to be incompetent, careless, or otherwise objectionable from performing work or services related to this Agreement. The City shall not be responsible for any costs related to such removal. 4. E-Verify Use and Registration Certification. Pursuant to Section 448.095, Florida Statutes, the SUBRECIPIENT must certify that it is registered with, and uses, the E-Verify system to verify the work authorization status of all newly hired employees. The SUBRECIPIENT must further certify that it does not employ, contract with, or subcontract with an unauthorized alien, and shall provide an affidavit affirming this prior to the effective date of the contract. These certifications shall be provided by use of the E-Verify Use and Registration Certification found attached to this Agreement as "Form 1". Violation of s. 448.095, Florida Statutes, may result in the Immediate Termination (as later defined in Article 22 ("Termination")) of this Agreement. E. Non-Discrimination. 1. The SUBRECIPIENT shall, at no time during the provision of services funded through this Agreement, discriminate based on race, color, religion, national origin, sex, or sexual orientation. 2. The SUBRECIPIENT shall comply with any and all federal, state, and local anti-discrimination laws, rules, and regulations. For further information about the federal anti-discrimination requirements for this Agreement, see 2 CFR Part 200, "Uniform Guidance Contract Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 4 of 30 Provisions" located at: eCFR :: 2 CFR Part 200--Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. F. Inherently Religious Activities. When expending the Subaward, the SUBRECIPIENT must adhere to the following conditions: 1. The SUBRECIPIENT must not engage in inherently religious activities, such as worship, religious instruction, or proselytization, as part of its provision of the services funded in whole or in part by the Subaward; 2. Such inherently religious activities must be offered separately, in time or location, from the Subaward-funded services; and 3. Participation in any inherently religious activities must be purely voluntary for the beneficiaries of the Subaward-funded services; therefore, the SUBRECIPIENT shall not implicitly or explicitly condition receipt of any services funded in whole or part by the Subaward on participation in any inherently religious activities. G. Public Entity Crimes and Scrutinized Companies. 1. By use of the Public Entity Crimes and Scrutinized Companies Certification attached to this Agreement as "Form 2," the SUBRECIPIENT must certify that: a. The SUBRECIPIENT does not meet the definition of"Scrutinized Company" pursuant to Section 215.473, Florida Statutes; and b. The SUBRECIPIENT — or any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the SUBRECIPIENT or an affiliate of the SUBRECIPIENT— has not been convicted of a public entity crime pursuant to Section 287.133(3), Florida Statutes. 2. The City reserves the right of Immediate Termination (as later defined in Article 22 ("Termination"))of this Agreement should the SUBRECIPIENT: a. Be found to have falsified its certification in "Form 2"; or b. Become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to either Section 287.133, Florida Statutes ("Public Entity Crime; Denial or Revocation of the Right to Transact Business with Public Entities") or Section 287.135, Florida Statutes ("Prohibition Against Contracting with Scrutinized Companies") subsequent to entering into this Agreement with the City. H. Anti-Human Trafficking. On or before the Effective Date of this Agreement, SUBRECIPIENT shall provide City with an affidavit attesting that the SUBRECIPIENT does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. I. Countries of Concern. SUBRECIPIENT represents that it is, and for the duration of the term of this Agreement will remain, in compliance with Section 286.101, Florida Statutes. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 5 of 30 Article 7: Procurement and Subcontracting Standards A. Procurement. The SUBRECIPIENT must comply with 2 CFR §§ 200.318-200.327 ("Procurement Standards") and must use such procedures when expending the Subaward where SUBRECIPIENT is conducting its own procurement to satisfy the objectives of this Subaward, as detailed in the "Scope of Services", attached as 'Exhibit B". Does the SUBRECIPIENT maintain written purchasing procedures in compliance with the aforementioned federal Procurement Standards? "Yes" or "No": If"Yes," then: By executing this Agreement, the SUBRECIPIENT hereby certifies that it maintains written purchasing procedures in compliance with 2 CFR §§ 200.318-200.327 ("Procurement Standards") and will use such procedures when expending the Subaward. If"No," then: By executing this Agreement, the SUBRECIPIENT hereby certifies that it does not maintain written purchasing procedures that are in compliance with 2 CFR §§ 200.318-200.327 ("Procurement Standards"). As such, the SUBRECIPIENT hereby agrees to develop and use written purchasing procedures in compliance with the Procurement Standards for expending the Subaward OR agrees to use the City's Purchasing Policy Manual. The City's Purchasing Policy Manual can be obtained by contacting the City's Purchasing Manager at 561-742-6322 or PintoK@bbfl.us B. Simplified Acquisition Threshold. The "Simplified Acquisition Threshold" means the dollar amount below which a non-Federal entity may purchase property or services using small purchase methods. For the purposes of this Subaward, the Simplified Acquisition Threshold is: $250,000.00. The Simplified Acquisition Threshold provided for in this Agreement is the one that the SUBRECIPIENT— and any of its sub-SUBRECIPIENTs — must use when making its expenditures of the Subaward. If SUBRECIPIENT is utilizing the City's purchasing procedures, SUBRECIPIENT must use the City's more restrictive (lower) simplified acquisition threshold. C. Subcontracting. 1. Federally Required Contract Provisions and Award Terms and Conditions. The SUBRECIPIENT shall insert the relevant contract provisions and certification documents identified in Appendix II of 2 CFR Part 200 ("Contract Provisions for Non-Federal Entity Contracts Under Federal Awards") applicable award terms into all contracts into which it enters while expending the Subaward. 2. Small and Minority Business Enterprises ("MBE"), Women Business Enterprises ("WBE"), and Labor Surplus Area Firms. The SUBRECIPIENT must execute the Small and Minority Business Enterprise ("MBE'), Women Business Enterprise ("WBE'), and Labor Surplus Area Firm Certification attached as "Form 3" stating that the SUBRECIPIENT shall take the "Five Affirmative Steps" regarding Small and Minority Business Enterprise, Women Business Enterprises, and Labor Surplus Area Firms in the solicitation and selection of subcontractor(s)or procurements as required by the Federal Government in 2 CFR§200.321. 3. Engaging in subcontracting, pursuant to this Agreement without complying with the requirements of this article is strictly prohibited. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 6 of 30 D. Sub-Subawards. 1. Approval by the City. The SUBRECIPIENT shall not issue sub-subawards to any non- Federal entity without first receiving approval from the City. 2. Pass-Through Requirements. a. The SUBRECIPIENT must pass through all obligations of the Federal Award and any placed upon the SUBRECIPIENT under this Agreement to any of its sub- SUBRECIPIENTs through a federally-compliant SUBRECIPIENT agreement. b. The SUBRECIPIENT must comply with all provisions of 2 CFR § 200.332 ("Requirements for Pass-Through Entities")and any other applicable provisions of the Uniform Guidance when issuing a subaward to a sub-SUBRECIPIENT. E. SUBRECIPIENT/Contractor Determinations. Prior to entering into an agreement with a third-party entity that is in part or in whole funded by the Subaward, the SUBRECIPIENT shall analyze the nature of such agreement pursuant to the provisions of 2 CFR§200.331 ("SUBRECIPIENT Subcontractor Determinations")to determine which type of relationship and requirements apply. Article 8: Property Standards A. By executing this Agreement, the SUBRECIPIENT hereby certifies that it shall comply with 2 CFR §§ 200.310-200.316("Property Standards")and will use such procedures when handling and managing any supplies, equipment, real estate, or other property procured with any portion of the Subaward. B. The SUBRECIPIENT shall maintain inventory records of all supplies,equipment, real estate,and other property procured with the Subaward and may not to sell,transfer, encumber, or otherwise dispose of any such property without the written permission of the City, in which case the procedure in 2 CFR§§ 200.311 shall be adhered to. Article 9: Budget A. Approved Budget. The City-approved Budget for the Subaward is attached to this Agreement as "Exhibit C" and shall be the basis for which the City provides payment to the SUBRECIPIENT. B. Budget Amendments. 1. In General. Requests to amend the Budget contemplated in this Agreement: a. Must be received by the City no later than forty-five (45)days prior to the expiration of this Agreement's term; b. Shall be made prior to the SUBRECIPIENT incurring any expenses that are not expressly provided for in the Budget;and c. Shall be considered and approved at the sole discretion of the City. 2. Informal Budget Amendments. The City's Agreement Liaison noted in TABLE 1 — THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B, may, in writing, informally approve the following types of Budget amendments: a. Discretionary Federal Awards. If the Federal Award is discretionary in nature, then Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 7 of 30 the City's agreement liaison may, in writing, informally approve requested amendments to the Budget that: (1) Do not increase the maximum Subaward amount; and (2) Are deemed by the City's Agreement Liaison as being consistent with the "Scope of Services" attached as "Exhibit B". b. Non-Discretionary Federal Awards. If the Federal Awarding Agency approved the Budget contemplated in this Agreement, then the City's Agreement Liaison may, in writing, informally approve amendments to the Budget only upon receipt of written approval of such amendments by the Federal Awarding Agency. 3. Formal Budget Amendments. Budget amendments that do not meet either requirement of Paragraph B of this Article may not be informally amended by the City's Agreement Liaison and, instead, must be made by formal written amendment mutually executed by both parties to this Agreement. C. Program Income. 1. 2 CFR § 200.1 ("Definitions"), defines "Program Income" as gross income earned by the SUBRECIPIENT that is directly generated by a supported activity or earned as a result of the Subaward during the Subaward Period of Performance. Program Income includes but is not limited to income from fees for services performed, the use or rental or real or personal property acquired under the Subaward, the sale of commodities or items fabricated under the Subaward, license fees and royalties on patents and copyrights, and principal and interest on loans made with Subaward Funds. Interest earned on advances of the Subaward is not program income. Except as otherwise provided, Program Income does not include rebates, credits, discounts, and interest earned on any of those items. 2. In the event that the SUBRECIPIENT generates Program Income, unless otherwise directed by the City, in compliance with 2 CFR § 200.307(e)(1) ("Program Income"), the SUBRECIPIENT shall: a. Calculate, document, and record such Program Income and its intended use or uses; b. Report such Program Income to the City as part of the required Progress Report, pursuant to Article 13, Paragraph A and Subaward Closeout Procedures, pursuant to Article 13, Paragraph C.; c. Add the Program Income to the Subaward and use for continued activities related to the purposes and conditions of this Subaward. Article 10: Reimbursement Requests A. Payment by Reimbursement. This Subaward shall be paid through reimbursement for actual funding-eligible costs as permitted by this Agreement. In order to obtain payment,the SUBRECIPIENT shall make funding-eligible expenditures and thereafter submit a "Reimbursement Request(s)" to the City for such expenditures pursuant to the terms found in this Article. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 8 of 30 B. Form of Reimbursement Requests. All Reimbursement Requests shall clearly indicate the budget category from which each request is drawing. C. Minimum Standards for Reimbursement Requests. At minimum, all Reimbursement Requests submitted by the SUBRECIPIENT must: 1. Include enough detail so that the City is able to confirm that the SUBRECIPIENT has only requested reimbursement of funding-eligible expenses that were incurred by the SUBRECIPIENT in compliance with the terms of this Agreement. 2. Includes a dated cover letter of the SUBRECIPIENT's organization, with a description defining the period of performance dates which it is has incurred eligible expenses that is now being requested for reimbursement. 3. If the Budget attached as"Exhibit C" has line-items or funding categories, indicate which line- item or funding category under which each funding-eligible cost is being requested for reimbursement. 4. Pursuant to 2 CFR § 200.415(a) ("Required Certifications"), include the following federally required attestation executed by an individual that is able to legally authorized to do so by the SUBRECIPIENT: "By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal Award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal,civil or administrative penalties for fraud,false statements,false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812)." 5. By executing this Agreement, the SUBRECIPIENT hereby affirms that it understands that the above are minimum standards for invoices only and are not meant to represent an exhaustive list of what the City's Agreement Liaison may request or require in order to consider a Reimbursement Request complete or to approve such request for reimbursement. D. Reimbursement Request Frequency and Due Dates. Unless otherwise stated in the "Scope of Services" and "Budget" attached to this Agreement as "Exhibit B" and "Exhibit C", which hereby supersedes the frequency and due date for Reimbursement Requests noted in this provision, invoices are due as followed: 1. General Reimbursement Requests. The period for submission of General Reimbursement Requests shall be quarterly with such invoices due to the City by the 15th of the month subsequent to the provision of services for which the City is being invoiced (January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025). 2. Initial Reimbursement Request. a. If the Subaward Period of Performance began on a date prior to the execution of this Agreement, the SUBRECIPIENT shall submit an Initial Reimbursement Request that covers all funding-eligible expenses for the period of time beginning on the first day of the Subaward Period of Performance (for this Agreement: UPON EXECUTION) and Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 9 of 30 ending on the date of execution of this Agreement.This Initial Reimbursement Request shall be submitted no later than the date that the first General Reimbursement Request is due to the City. 3. Final Invoices. Final Invoices shall be due to the City no later than fifteen (15)calendar days after the expiration or termination of this Agreement or last date of eligible expenditures by the SUBRECIPIENT, whichever the earlier of the dates. 4. Performance Period with No Expenses. In periods where eligible expenses have not been incurred by the SUBRECIPIENT, the SUBRECIPIENT is not required to submit a General or Initial Reimbursement Request for zero dollars. However, the SUBRECIPIENT may still be required to submit a Progress Report over this same period in accordance with Article 13. E. Withholding or Denial of Payment on Reimbursement Requests. The City reserves the right to withhold or deny payment on any Reimbursement Request if such request: 1. Is incomplete or fails to provide the requisite supporting documentation; 2. Fails to be provided in a timely fashion as determined by the terms of this Agreement; or 3. Indicates expenditures that are not compliant with this Agreement, the Federal Award, or any directives issued by the Federal Awarding Agency. Article 11: Payment Terms A. Local Government Prompt Payment Act.The City shall make payments to the SUBRECIPIENT on a reimbursement basis for work performed, or services provided, pursuant to this Agreement, in accordance with the Local Government Prompt Payment Act, Section 218.70 et.Seq, Florida Statutes. B. Federal Funding Availability. The City is only responsible for payments to the SUBRECIPIENT for which the City is provided funding by the Federal Awarding Agency. If the Federal Awarding Agency determines that a specific cost or expense requested by the SUBRECIPIENT is not permitted to be reimbursed under the terms and conditions of the Federal Award, the City shall not be responsible for making payment to the SUBRECIPIENT for that specific requested cost or expense. Should the Federal Awarding Agency withhold or deny funding to the City for any reason, the City may subsequently withhold or deny funding to the SUBRECIPIENT. C. Payment Limitations. The City shall not make payments for, or in any way be responsible for, payment to the SUBRECIPIENT for any of the following: 1. Any goods or services provided that do not fall within the "Scope of Services" attached as "Exhibit B"; 2. Any goods or services that fall within the attached "Scope of Services", but that such payment can be made through a third-party program or insurance provider. D. Prohibition on Duplicative Funding.The SUBRECIPIENT may not accept duplicate funding for any cost, position, service, or deliverable funded by the Federal Award. Duplicative funding is defined as more than one-hundred percent (100%) payment from all funding sources for any cost, position, service,or deliverable. If duplicate funding is discovered,this Agreement may be suspended while the extent of the overpayment is determined, or may be terminated. Such suspension or termination may be initiated at the sole discretion of the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 10 of 30 E. Costs in Excess of Award. Any costs or expenses incurred by the SUBRECIPIENT that exceed the overall Subaward amount set forth in this Agreement, or which are were incurred by the SUBRECIPIENT outside of the Subaward Period of Performance, shall be the sole responsibility of the SUBRECIPIENT. F. At no point shall the City be expected to, or responsible for, using its general revenue fund dollars or any non-Federal Award monies to make payment to the SUBRECIPIENT for any costs or expenses incurred by the SUBRECIPIENT pursuant or related to this Agreement or the Federal Award. Article 12: Return of Funds A. Unauthorized Expenditures. The SUBRECIPIENT shall reimburse the City for all unauthorized or funding-ineligible expenditures. B. Payment(s) in Error. The SUBRECIPIENT shall return to the City any payments made to the SUBRECIPIENT that were made in error or were in any manner fraudulent or inconsistent with the "Scope of Services"attached as "Exhibit B" or the Federal Award ("Payment(s) in Error"). 1. In the event that the SUBRECIPIENT, or any outside accountant or auditor, determines that a Payment in Error was made, the SUBRECIPIENT shall return to the City any associated funds no later than ten (10) business days from when the SUBRECIPIENT became aware of such Payment in Error. 2. In the event that the City discovers a Payment in Error,the City shall notify the SUBRECIPIENT and the SUBRECIPIENT shall return any associated funds to the City no later than ten (10) business days from the SUBRECIPIENT's receipt of such notice. C. Federal Disallowance(s). If the Federal Government demands reimbursement from the City due to a disallowance or finding that an expense or cost for which the City provided Subaward funding to the SUBRECIPIENT was in any way improper or not in compliance with the Federal Award, the SUBRECIPIENT shall return any associated funds to the City within a reasonable time period as mutually agreed upon by the City and the SUBRECIPIENT, or within six (6) months, whichever is the later of the dates. D. Delay or Failure to Return Funds. Should the SUBRECIPIENT fail to reimburse the City for any Payment in Error or Federal Disallowance within the time designated, the City may respond with any number of the following actions: 1. Charge an interest rate as determined by the State of Florida, Chief Financial Officer, pursuant to Chapter 55, Florida Statutes, on the amount of the overpayment or outstanding balance thereof. Interest shall accrue from the date of the SUBRECIPIENT's initial receipt of overpayment funds up to the date of reimbursement of said overpayment funds to the City; 2. Withhold any or all future payments until the amount of such overpayment has been recovered by the City; 3. Terminate this Agreement; 4. Bar the SUBRECIPIENT from being considered when issuing future Federal Subawards or other City agreements; and Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 11 of 30 5. Pursue any other remedies permitted by law. Article 13: Progress Reporting and Subaward Closeout A. Progress Reporting 1. Form of Progress Reports. "Progress Report(s)" shall be delivered to the City on a form approved by the City's agreement liaison noted in TABLE 1 —THE PARTIES, or as later re- designated pursuant to Article 2, Paragraph B. 2. Minimum Standards for Progress Reports.At minimum, such Progress Reports must detail the outputs, outcomes, and progress the SUBRECIPIENT has made in accomplishing the objectives of the "Scope of Services" attached as "Exhibit B." Further, in the event any Program Income has been earned over the period, SUBRECIPIENT will report on the Program Income earned and expended to include whether it was related to the purposes and conditions of this Subaward. The City reserves the right to reasonably and unilaterally revise such approved form and request any additional supporting documentation from the SUBRECIPIENT as it deems necessary to meet its federal reporting requirements and monitoring obligations. 3. Progress Report Frequency and Due Dates. Unless otherwise stated in the "Scope of Services", which hereby overwrites the frequency and due date of Progress Reports noted in this provision if there is a conflict between the two, Progress Reports shall be submitted on a quarterly basis and are due by the 15th of the month subsequent to the provision of services of which the SUBRECIPIENT is reporting (January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025). 4. Withholding or Denial of Payment on Reimbursement Requests. Failure to provide the required Progress Reports in accordance with this Article may necessitate the City's withholding of payment on any subsequent Reimbursement Requests and shall be considered cause for termination by the City pursuant to the terms of termination in this Agreement. B. Annual Reporting Information.SUBRECIPIENT shall, upon request by the City's Agreement Liaison or designee, make available SUBRECIPIENT data and other information related to the "Scope of Services".This information will assist the City in its annual reporting obligation to the Federal Awarding Agency by September 30 of each year and will also be published on the City's Consolidated Annual Performance and Evaluation Report (CAPER). Information requested will be related to overall performance, program outcomes and impacts, and program approaches related to promoting equitable outcomes in the delivery of services. C. Subaward Closeout. 1. All financial, performance, and other reports as required by the terms of this Subaward must be submitted to the City no later than (15) days after the end date of the Subaward Period of Performance. 2. Any earned and expended Program Income generated as a result of this Subaward must be calculated and documented with justification on its uses related to the purposes and conditions of the Subaward to the City no later than (15)days after the end date of the Subaward Period of Performance. 3. The closeout of the Federal Award, or this Subaward, does not affect any of the following: Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 12 of 30 a. The right of the Federal Awarding Agency or the City to disallow costs and recover funds on the basis of a later audit or other review. The Federal Awarding Agency or City must make any cost disallowance determination and notify the SUBRECIPIENT within the record retention period. b. The requirement for the SUBRECIPIENT to return any funds due as a result of later refunds,corrections,or other transactions including final indirect cost rate adjustments. c. The ability of the Federal Awarding Agency to make financial adjustments to a previously closed award such as resolving indirect cost payments and making final payments. d. Audit requirements in 2 CFR Part 200, Subpart F. e. Property management and disposition requirements in§§200.310 through 200.316 of 2 CFR Part 200. f. Records retention as required in §§ 200.334 through 200.337 of 2 CFR Part 200. 4. After closeout of the Federal Award,or this Subaward,a relationship created under the Federal Award, or this Subaward, may be modified or ended in whole or in part with the consent of the Federal Awarding Agency or the City and the SUBRECIPIENT, provided the responsibilities of the SUBRECIPIENT, including those for property management as applicable, are considered and provisions made for continuing responsibilities of the SUBRECIPIENT, as appropriate. Article 14: Maintenance, Retention, and Access to Records A. The SUBRECIPIENT, and its subcontractors (if any) that are providing services or otherwise performing pursuant to this Agreement shall abide by the requirements of this Article. 1. The SUBRECIPIENT shall establish and utilize generally accepted accounting principles in the maintenance of all records relating to this Agreement. Such practices shall comply with the general acceptable accounting principles and shall fully and accurately reflect, track, and document the SUBRECIPIENT's financial activities. 2. The SUBRECIPIENT shall establish and maintain separate accounting records for the SUBRECIPIENT's activities in meeting its obligations pursuant to this Agreement with sufficient documentation to identify the associated expenditures (e.g. detailed invoices, cancelled checks, payroll journals, bank statement reconciliations, etc.) and establish that such expenditures are allowable, necessary, and reasonable under this Agreement, the Federal Award, and any directives issued by the Federal Awarding Agency. 3. The SUBRECIPIENT shall furnish the City with any and all data needed for the purpose of monitoring, evaluation, auditing, and quality assurance. This data shall include information on the services provided or work performed, and any other data that may be required by the City, in its sole discretion, to adequately evaluate the SUBRECIPIENT's performance under this Agreement. 4. All records that were created, utilized, or maintained for the purpose of fulfilment of the SUBRECIPIENT's obligations pursuant to this Agreement, whether paper or electronic Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 13 of 30 ("Relevant Records"), shall be retained by the respective record holder fora period of five(5) years after termination of this Agreement, including any extensions or renewals of this Agreement. 5. In the event of litigation, claims, or audit findings, all Relevant Records shall be retained for a period of five (5)years after the resolution of any such event. 6. The SUBRECIPIENT shall permit the City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized representatives to access, review, or reproduce any and all Relevant Records. 7. If the"Scope of Services" in "Exhibit B" is site-specific, or construction-related, access to the stated construction or work site shall be provided to the City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized representatives. 8. The SUBRECIPIENT shall ensure that the provisions of this Article are incorporated into any agreements into which it enters that are related to this Agreement and the Federal Award. B. Public Records. 1. Pursuant to Section 119.0701, Florida Statutes, the SUBRECIPIENT shall: a. Keep and maintain public records required by the City to perform the service. b. Upon request from the City, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the amount set by the City. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement's term and following completion of this Agreement if the SUBRECIPIENT does not transfer the records to the City. d. Upon completion, or termination, of this Agreement, transfer, at no cost, to the City all public records in possession of the SUBRECIPIENT or keep and maintain public records required by the SUBRECIPIENT to perform the service in accordance with Florida law. e. If the SUBRECIPIENT transfers all public records to the City upon completion of the Agreement, the SUBRECIPIENT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the SUBRECIPIENT keeps and maintains public records upon completion of this Agreement, the SUBRECIPIENT shall meet all applicable requirements for retaining public records in accordance with applicable federal and Florida law. f. All records stored electronically shall be provided to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 14 of 30 IF THE SUBRECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO THE SUBRECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE SUBRECIPIENT SHALL CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK PO BOX 310 BOYNTON BEACH, FL 33435 Phone: 561-742-6061 Email: CITYCLERK@BBFL.US 2. Florida Agencies. If the SUBRECIPIENT is an "Agency" as defined by Section 119.011, Florida Statutes,then the SUBRECIPIENT shall comply with its own obligations under Chapter 119, Florida Statutes.The SUBRECIPIENT additionally agrees to cooperate in good faith with the City in the handling of public records created under this Agreement. Notwithstanding anything set forth in any provision of this Agreement to the contrary, the SUBRECIPIENT will not be required to destroy any records in its custody in violation of Chapter 119, Florida Statutes. Article 15: Monitoring Requirements A. Monitoring. The SUBRECIPIENT shall permit the City, the Clerk, or the designees of either such government agency, to periodically monitor the SUBRECIPIENT's performance and programmatic and financial activities, pursuant to the requirements found in 2 CFR § 200.332 ("Requirements for Pass-Through Entities")and any other relevant federal laws, regulations, or guidance. B. Letter of Findings. 1. If the City, the Clerk, or the designee of either such government agency, discovers any defect in the SUBRECIPIENT's performance under this Agreement(whether programmatic,financial, etc.), then a "Letter of Findings" may be provided to the SUBRECIPIENT. 2. The SUBRECIPIENT shall respond to any such Letter of Findings with a Corrective Action Plan and Implementation Schedule, as instructed by the City, the Clerk, or the designee of either such government agency, within thirty (30) calendar days of the date of the Letter of Findings. Failure to submit a Corrective Action Plan and Implementation Schedule shall constitute a material breach and may result in termination of this Agreement. 3. Nothing in this provision shall obligate the City, the Clerk, or the designee of either such government agency, to first issue such a "Letter of Findings" to the SUBRECIPIENT prior to the City being permitted to exercise any of its rights in equity, at law, or as otherwise granted through this Agreement, including but not limited to the right to terminate this Agreement. Article 16: Audit Requirements A. Auditing. The SUBRECIPIENT shall comply with the federal auditing requirements found in 2 CFR Subpart F ("Audit Requirements"). B. Authorization to Audit. The City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized designees shall have the right to audit SUBRECIPIENT's: 1. Disbursement of the Subaward; Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 15 of 30 2. Service or program delivery; and 3. Compliance with the terms, conditions, and obligations set forth in this Agreement and the Federal Award. C. Mandatory Audit,Certification,and Audited Financial Statement. In determining the federal award amounts expended during its fiscal year, the SUBRECIPIENT shall consider all sources of federal awards including federal resources received from the State or other agencies. 1. If the SUBRECIPIENT expends seven hundred fifty thousand dollars ($750,000) or more in federal awards during its fiscal year, the SUBRECIPIENT must have a single audit completed and conducted in accordance with 2 CFR § 200.514 ("Scope of Audit"), unless the SUBRECIPIENT elects to have a program-specific audit in accordance with 2 CFR § 200.501(c) ("Audit Requirements"). 2. If the SUBRECIPIENT expends less than seven hundred fifty thousand dollars ($750,000) in federal awards during the fiscal year, the SUBRECIPIENT shall: a. Provide an annual certification to the City that a single audit was not required; and b. Annually submit an Audited Financial Statement to the City. 3. If the SUBRECIPIENT is mandated to have an audit performed due to its expenditure of seven hundred fifty thousand dollars ($750,000)or more in federal awards within one fiscal year, that audit must be completed no later than one-hundred and eighty (180) calendar days after the close of the SUBRECIPIENT's fiscal year. D. Submission of Audits and Audited Financial Statements. 1. The SUBRECIPIENT shall submit to the City any and all auditor's report received by the SUBRECIPIENT related to its obligations under this Agreement within ten (10) business days of receipt. 2. A copy of the Single Audit Reporting Package, including the associated management letter, which was conducted in accordance with 2 CFR § 200.512 ("Report Submission"), or the applicable Audited Financial Statements, shall be forwarded to the City pursuant to the notice provision in this Agreement, with a copy provided to the City at the following: City of Boynton Beach Department of Financial Services Attn: Community Improvement Division 100 E Ocean Avenue Boynton Beach, FL 33435 E. The Federal Audit Clearinghouse. Audits must be submitted to the Federal Audit Clearinghouse either thirty (30) calendar days after receipt of the auditor's report, or nine (9) months after the end of the entity's fiscal year end date. Such audits shall be submitted electronically via the following website: https://harvester.census.gov/facweb/. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 16 of 30 F. Failure to comply with any requirements in this Article shall be deemed as a breach of this Agreement and may result in the withholding or denial of any requests for payment or reimbursement to the SUBRECIPIENT. Article 17: Insurance A. The SUBRECIPIENT agrees to, on a primary basis and at its sole expense, at all times throughout the duration of this Agreement maintain the following types of insurance coverage with limits and on forms (including endorsements)as described in this Article.These requirements, as well as the City's review or acceptance of insurance maintained by the SUBRECIPIENT is not intended to, and shall not in any manner, limit or qualify the liabilities or obligations assumed by the SUBRECIPIENT under this Agreement. B. The SUBRECIPIENT shall require and ensure that each of its sub-contractors/consultants providing services hereunder (if any) procures and maintains until the completion of their respective services, insurance of the types and to the limits specified in this Article and "Attachment 1" (Insurance Advisory Form). C. The SUBRECIPIENT shall have in full force the following insurance coverage, and will provide Certificates of Insurance to the SUBRECIPIENT prior to commencing operations under this Agreement to verify such coverage during the duration of this Agreement: 1. All SUBRECIPIENTs: Commercial General Liability—The SUBRECIPIENT shall maintain coverage issued on the most recent version of the Insurance Services Office (ISO) form as filed for use in Florida or its equivalent, with a limit of liability of not less than one million dollars ($1,000,000) per occurrence, general aggregate, products completed/operations aggregate, and personal advertising Injury; and, all other insurance coverage reasonably required by the City. SUBRECIPIENT further agrees coverage shall not contain any endorsement(s) excluding or limiting Product/Completed Operations, Contractual Liability, or Separation of Insured. Additional Insured—Designated Person or Organization endorsement, or its equivalent to all commercial general liability policies.The coverage shall contain no limitations on the scope of protection afforded the City, its officers, officials, employees or volunteers. The certificate holder and additional insured shall be listed in the name of the City of Boynton Beach, Florida. 2. SUBRECIPIENTS Providing Services at City Facilities: Workers' Compensation —The SUBRECIPIENT shall maintain coverage for its employees with statutory workers' compensation limits and no less than one million dollars ($1,000,000) for each incident of bodily injury or disease for Employer's Liability.Said coverage shall include a waiver of subrogation in favor of the City if services are being provided at City facilities. Business Automobile Liability—The SUBRECIPIENT shall maintain coverage for all owned; non-owned and hired vehicles issued on the most recent version of ISO form as filed for use in Florida or its equivalent, with limits of not less than one million dollars ($1,000,000) per accident. In the event the SUBRECIPIENT does not own automobiles, the SUBRECIPIENT shall maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 17 of 30 3. SUBRECIPIENTs Providing Services to Vulnerable Populations: Sexual Abuse and Molestation Coverage with limits of not less than one hundred thousand dollars ($100,000) per occurrence shall also be included for those programs that provide services directly to Vulnerable Person(s). "Vulnerable Person(s)" are minors as defined in Section 1.01(13), Florida Statutes, or vulnerable adults as defined in Section 415.102, Florida Statutes. 4. SUBRECIPIENTs Providing Services that are of a Professional Nature: Professional Liability with a limit of not less than one million dollars($1,000,000)per wrongful act or claim. For policies written on a claims-made basis, the SUBRECIPIENT agrees to maintain a retroactive date prior to or equal to the effective date of this Agreement. In the event the policy is cancelled, non-renewed, switched to occurrence form or any other event that triggers the right to purchase a Supplemental Extended Reporting Period ("SERP")during the life of this Agreement the SUBRECIPIENT agrees to purchase the SERP with a minimum reporting period of not less than two years. Purchase of the SERP shall not relieve the SUBRECIPIENT of the obligation to provide replacement coverage. D. Insurance carriers providing coverage required in this "Insurance" subsection must be authorized or eligible to conduct business in the State of Florida and must possess a current A.M. Best Financial Strength Rating of A-Class VIII. E. Any request for an exception to these insurance requirements must be submitted in writing to the City for approval. F. The SUBRECIPIENT shall provide to the City current certificates of insurance evidencing all required coverage prior to execution and commencement of any operations/services provided under this Agreement. In addition to the certificate(s)of insurance the SUBRECIPIENT shall also provide copies of any applicable endorsements as required above. G. For continuing service contracts, renewal certificates shall be submitted upon request by either the City or its certificate management representative. The certificates shall clearly indicate that the SUBRECIPIENT has obtained insurance of the type, amount and classification as required for strict compliance with this insurance section. No material change or cancellation of the insurance shall be effective without thirty (30) calendar days prior written notice to the City. Certificates shall specifically reference the respective Agreement number. The certificate holder shall read: City of Boynton Beach, Florida Attention: Risk Management Department 100 E. Ocean Avenue Boynton Beach, FL 33435 H. State Agencies or Subdivisions.If the SUBRECIPIENT is a"state agency or subdivision"(as defined by Section 768.28(2), Florida Statutes): 1. Paragraphs A— G of this Article are not applicable. However, such paragraphs do apply to any of the SUBRECIPIENT's subcontractors that are not agencies or political subdivisions of the State of Florida and must be included by the SUBRECIPIENT in any such subcontracts. 2. Without waiving its right to sovereign immunity as provided in Section 768.28, Florida Statutes, the SUBRECIPIENT may self-insure its liability with coverage limits of one million Dollars Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 18 of 30 ($1,000,000) per occurrence or such other limited sovereign immunity as set forth by the Florida legislature. A statement of self-insurance shall be provided to the City's Risk Management Department at the address in Paragraph G of this Article. Article 18: Indemnification, Sovereign Immunity, and Liability A. Indemnification. The SUBRECIPIENT agrees to defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from and against any and all claims, injuries, damages, losses or expenses, including without limitation personal injury, bodily injury, sickness, disease, or death, or damage to or destruction of property, which are alleged or proven to be caused in whole or in part by an act or omission of the SUBRECIPIENT, its officers, directors, employees, and/or agents relating to the SUBRECIPIENT's performance or failure to perform under this Agreement. This section shall survive the expiration or termination of this Agreement. B. Sovereign Immunity. 1. Nothing contained in this Article, or in any part of this Agreement, shall constitute a waiver of the City's sovereign immunity provisions or protections pursuant to Section 768.28, Florida Statutes. 2. State Agencies or Subdivisions. If the SUBRECIPIENT is a "state agency or subdivision" (as defined by Section 768.28(2), Florida Statutes),then Paragraph B.1.of this Article applies to the SUBRECIPIENT in the same manner in which it applies to the City. C. Liability. 1. Unless otherwise explicitly stated in this Agreement, in no event shall either party be responsible to the other for any indirect damages, incidental damages, consequential damages, exemplary damages of any kind, lost goods, lost profits, lost business, or any indirect economic damages whatsoever regardless of whether such damages arise from claims based upon contract, negligence, tort (including strict liability or other legal theory), a breach of any warranty, or a breach of term of this Agreement. 2. Without waiving any of the provisions or protections under this Agreement or pursuant to Florida law, under no circumstances shall the City be liable to the SUBRECIPIENT under any contract, negligence,strict liability,or other legal or equitable theory for any amounts in excess of those limits per claim and per occurrence set forth for tort liability in Section 768.28 of the Florida Statutes, which limits are hereby made applicable to all manner of claims against the City related to this Agreement and are not confined to tort liability. D. State Agencies or Subdivisions. If the SUBRECIPIENT is a"state agency or subdivision"(as defined by Section 768.28(2), Florida Statutes), then Paragraph C.2. of this Article applies to the SUBRECIPIENT in the same manner in which it applies to the City. Article 19: Independent Contractor, Non-Agent SUBRECIPIENT, and Third Parties A. Independent Contractor. It is understood and agreed that nothing contained in this Agreement is intended to, or should be construed as, creating or establishing the relationship of copartners between the parties, or as constituting the SUBRECIPIENT as the agent, representative, or employee of the City for any purpose or in any manner whatsoever. The SUBRECIPIENT is to be, and shall remain, an independent contractor with respect to all services performed under this Agreement, and that any individuals hired, or performing services or work, pursuant to this Agreement shall be considered to Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 19 of 30 be the employee of the SUBRECIPIENT for all purposes, including but not limited to for any worker's compensation matters. B. Non-Agent SUBRECIPIENT. The Boynton Beach City Commission has not delegated to any City officer or employee the authority to appoint any agent on the City's behalf regarding the subject matter of this Agreement. Accordingly, nothing in this Agreement is intended to, or shall be construed as to, appoint the SUBRECIPIENT as an agent of the City. Additionally, no review or approval of the SUBRECIPIENT's services, requests for reimbursement, reports, or records by the City may be construed as the City appointing the SUBRECIPIENT as an agent of the City. C. No Third-Party Claims. Nothing in this Agreement, express or implied, shall confer to a third-party— or be construed as conferring to a third-party in any way—any legal or equitable right, benefit, claim, or remedy of any nature arising under or by reason of this Agreement. Moreover, the Federal Government, the City, and the employees and/or contractors of each of the foregoing governments, shall be held harmless from liability to any third parties for claims asserted under this agreement. Article 20: Confidentiality A. Confidentiality. 1. The parties hereby agree to maintain any confidential information transmitted by the other party over the course of this Agreement confidential to the extent that such confidentiality is lawfully permitted pursuant to Florida or Federal law. 2. The SUBRECIPIENT shall limit disclosure of its Confidential Information to the minimum necessary to properly perform under this Agreement. The SUBRECIPIENT understands that the City is subject to Florida Public Records laws and that information that SUBRECIPIENT may consider Confidential Information may be subject to disclosure absent a statutory exemption. In the event a public records request is made for Confidential Information of SUBRECIPIENT, the SUBRECIPIENT shall be responsible for defending its assertion that such records are subject to an exemption from disclosure and shall indemnify the City from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of a public records request for SUBRECIPIENT's Confidential Information where SUBRECIPIENT asserts an exemption to disclosure B. Health Insurance Portability and Accountability Act("HIPAA") 1. Generally. If the SUBRECIPIENT meets the definition of"Covered Entity," as defined in 45 CFR§ 160.103, or a "Hybrid Entity," as defined in 45 CRF § 164.103, then: a. Before providing any services funded, in whole or in part, through this Agreement that may cause the SUBRECIPIENT to generate Protected Health Information ("PHI") as defined in 45 CFR § 160.103, the SUBRECIPIENT must first obtain legally sufficient medical release authorizations from each individual receiving such services. b. Such required medical release authorizations may be limited in scope; however, they must at least permit the disclosure of any PHI that is in any way related to the Subaward-funded services that individual(s) receive to the City for reporting, monitoring, and auditing purposes. c. The City hereby reserves the right to deny payment for any costs the SUBRECIPIENT incurs in its provision of otherwise funding-eligible services to any individual(s) for Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 20 of 30 whom it does not have a valid and current medical release authorization as required by this provision. d. Additionally, the SUBRECIPIENT must require any of its subcontractors for which this provision is applicable to secure such requisite medical release authorizations as well. 2. Business Associate Agreements.Should the SUBRECIPIENT's provision of services under this Agreement require access to PHI generated by the City, then the SUBRECIPIENT must execute a Business Associate Agreement that complies with the standards found in 45 CFR§ 164.504(e). C. Florida Information Protection Act("FIPA") 1. Pursuant to Section 501.171(g)1., Florida Statutes, "Personal Information" means either of the following: a. An individual's first name or first initial and last name in combination with any one or more of the following data elements for that individual: (1) A social security number; (2) A driver license or identification card number, passport number, military identification number, or other similar number issued on a government document used to verify identity; (3) A financial account number or credit or debit card number, in combination with any required security code, access code, or password that is necessary to permit access to an individual's financial account; (4) Any information regarding an individual's medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; or (5) An individual's health insurance policy number or subscriber identification number and any unique identifier used by a health insurer to identify the individual. b. A user name or e-mail address, in combination with a password or security question and answer that would permit access to an online account. 2. If, pursuant to this Agreement, the SUBRECIPIENT is maintaining, storing, or processing personal information on behalf of the City,the SUBRECIPIENT is the City's"Third-Party Agent" under Fl PA and hereby agrees to comply with all obligations for such "Third-Party Agents"as detailed in Section 501.171, Florida Statutes. These obligations include, but are not limited to: a. Taking reasonable measures to protect and secure data in electronic form containing personal information; and b. Providing notice to the City in the event of a breach of security of the SUBRECIPIENT's system as expeditiously as practicable, but no later than ten (10) calendar days following the determination of the breach of security or reason to believe the breach occurred. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 21 of 30 3. The SUBRECIPIENT shall be responsible and liable for all costs associated with any required notices,fines, or fees assessed against the City for any breach of Personal Information that is the fault of the SUBRECIPIENT. Article 21: Remedies for Noncompliance A. Remedies for Noncompliance. Pursuant to 2 CFR§200.339 ("Remedies for Noncompliance"), if the SUBRECIPIENT fails to comply with the U.S. Constitution, federal statutes, regulations, or the terms and conditions of a Federal Award or any additional conditions that the Federal Awarding Agency or City may impose, and the Federal Awarding Agency or City determine that such noncompliance cannot be remedied by imposing additional conditions, the Federal Awarding Agency or City may take one or more of the following actions, as appropriate in the circumstances: 1. Temporarily withhold cash payments pending correction of the deficiency by the SUBRECIPIENT or more severe enforcement action by the Federal Awarding Agency or City; 2. Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate this Agreement; 4. Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal Awarding Agency regulations, which may be initiated at the recommendation of the City; 5. Withhold further Federal Awards for the project or program; or 6. Take other remedies that may be legally available. Article 22: Termination A. Termination for Convenience by the City. Pursuant to 2 CFR Part 200, Appendix II, Paragraph B, contracts made pursuant to a Federal Award must address termination for convenience by the City including the manner by which it will be affected and the basis for settlement. As such, the City may terminate this Agreement for convenience by providing a written thirty (30) calendar day notice to the SUBRECIPIENT. B. Termination by the SUBRECIPIENT. Pursuant to 2 CFR § 200.340(a)(4), the SUBRECIPIENT may terminate this Agreement upon sending the City written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, in the case of partial termination, if the City determines that the reduced or modified portion of the Subaward will not accomplish the purposes for which the Subaward was made, the City may terminate the Subaward in its entirety. Additionally, a SUBRECIPIENT's failure to complete performance on a Subaward in the manner initially agreed upon may compromise the SUBRECIPIENT's ability to receive subawards, other grants, or any other contract opportunities from the City in the future. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 22 of 30 C. Termination for Cause. 1. Immediate Termination. a. The City reserves the right of"Immediate Termination" of this Agreement, with such termination to be effectuated as of the SUBRECIPIENT's receipt of written notice which may be hand-delivered or transmitted by electronic mail to the SUBRECIPIENT's Agreement Liaison noted in TABLE 1 —THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B. Notwithstanding the foregoing, the City, as a courtesy, may additionally provide the SUBRECIPIENT with such notice in the manner provided in Article 5 ("Notice")of this Agreement. b. Immediate Termination pursuant to this provision shall be permitted for any number of the following reasons: (1) The Federal Awarding Agency terminates the Federal Award; (2) Any circumstance under which the City is no longer receiving Federal Award funds to reimburse the SUBRECIPIENT occurs; (3) The amount invoiced by the SUBRECIPIENT meets or exceeds the amount of the Subaward provided for in this Agreement; (4) The SUBRECIPIENT files bankruptcy or otherwise becomes insolvent; (5) The SUBRECIPIENT is determined to be ineligible to do business in the State of Florida; (6) If the SUBRECIPIENT is a non-profit agency, loss of the SUBRECIPIENT's non-profit status; or (7) As otherwise expressly provided for in this Agreement. 2. Standard Termination for Cause. The City may terminate this Agreement for cause upon providing a written fourteen (14)calendar day breach of contract and termination notice. Such termination for cause may be for any material breach of this Agreement, or if the City, using its sole discretion, determines that the SUBRECIPIENT is unable to perform under this Agreement. 3. Opportunity to Cure. Without creating an obligation to provide an opportunity to cure or accept the SUBRECIPIENT's proposed cure if such an opportunity is provided, the City reserves the right to provide the SUBRECIPIENT the opportunity to cure any stated breach. Such opportunity to cure can be used in tandem with, or in lieu of, a Letter of Findings issued in accordance with Article 15 ("Monitoring Requirements") of this Agreement. If the City provides such opportunity to cure, shall: a. Provide the opportunity to cure as a part of the City's breach of contract and termination notice; and b. Allot an appropriate deadline by which the SUBRECIPIENT must provide its proposed cure to the City. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 23 of 30 4. In the Event of Wrongful Termination for Cause. If a court of competent jurisdiction determines that this Agreement was wrongfully terminated for cause, then the SUBRECIPIENT's damages for such termination, if any, shall be the same as if the City terminated this Agreement for convenience. D. Reporting to Federal Awarding Agency. If the City determines that termination of this Agreement was due to the SUBRECIPIENT's material failure to comply with the Subaward's terms and conditions, the City reserves the right to report the SUBRECIPIENT to the Federal Awarding Agency so that it may report the termination to the OMB-designated integrity and performance system accessible through the federal System of Award Management("SAM"). E. In the Event of Termination. After receipt of a notice of termination, except as otherwise directed, the SUBRECIPIENT shall take all of the following actions: 1. Pursuant to 2 CFR § 200.339(c), continue to remain responsible for compliance with the requirements in 2 CFR§§200.344 ("Closeout")and 200.345("Post-Closeout Adjustments and Continuing Responsibilities"); 2. Within fourteen (14) calendar days, remit to the City any advanced funds paid that have not yet been recouped by the City(if any); 3. Stop working under this Agreement on the date of receipt of the notice of termination unless otherwise stated in such notice; 4. Place no further orders and enter into no further agreements to the extent that either relate to the performance of the work which was terminated and direct any subcontractors to do the same; 5. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated; 6. Finalize all necessary reports, invoices, and other documentation required under the terms of this Agreement up to the date of termination, up to and including the final invoice due at the end of the project without reimbursement beyond that due as of the date of termination for services rendered to the termination date; 7. Take any other actions as reasonably directed in writing by the City. F. Payment in Event of Termination. If this Agreement is terminated before performance is completed, whether for convenience or cause, the SUBRECIPIENT shall be paid for the work or services satisfactorily performed. In the event the Agreement is terminated for cause, the City shall be entitled to collect all or part of any funds owed to the City by the SUBRECIPIENT by deduction from the reimbursement or payment amount due the SUBRECIPIENT. No other damages, fees, or costs may be assessed against the City for its termination of the Agreement. G. Force Majeure. 1. The SUBRECIPIENT shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by explosion, war, embargo, government requirement, civil or military authority, pandemic, act of God, or other similar causes beyond the SUBRECIPIENT's control so long as the SUBRECIPIENT's delay Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 24 of 30 is not caused by the SUBRECIPIENT's own fault or negligence. Notwithstanding the foregoing, the SUBRECIPIENT cannot claim Force Majeure under this provision for any emergency, exigency, or "Act of God" that is specifically contemplated within the "Scope of Services" of this Agreement, or which in any way existed at the time this Agreement was executed. 2. The above notwithstanding, in order to claim delay pursuant to this provision, the SUBRECIPIENT shall notify the City in writing within seven (7) business days after the beginning of any such cause that would affect its performance under this Agreement. Failure to notify the City in a timely manner of any claim of Force Majeure made pursuant to this provision is cause for termination of this Agreement. 3. If the SUBRECIPIENT's performance is delayed pursuant to this provision for a period exceeding seven (7)business days from the date the City receives the required Force Majeure notice,the City shall have the right to terminate this Contract thereafter and shall only be liable to the SUBRECIPIENT for any work performed pursuant to this Agreement prior to the date of the City's termination. 4. No other damages, fees, or costs may be assessed against the City for its termination of this Agreement pursuant to this provision. Nothing in this provision shall prevent the City from terminating this Agreement for any purpose otherwise expressly stated in this Agreement. Article 23: General Provisions (Alphabetical) A. Assignments and Successors. The parties deem the services to be rendered pursuant to this Agreement to be personal in nature. Each party binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to the partners, successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Agreement. Neither party shall assign,sublet, convey, or transfer its interest in this Agreement without the written consent of the other, which consent shall be in the sole determination of the party with the right to consent. B. Attorneys' Fees and Costs. Unless otherwise expressly stated in this Agreement, the parties shall each bear their own costs, expert fees, attorneys'fees, and other fees incurred in connection with this Agreement and any action or proceeding arising out of or relating to this Agreement(an "Action"). C. Conflicts. The SUBRECIPIENT shall comply with all applicable local, state, and federal laws, regulations, executive orders, and the policies, procedures, and directives of the Federal Awarding Agency. Should there be conflict between the various applicable laws and this Agreement, the most restrictive shall govern. D. Construction and Representations. Each party acknowledges that it has had the opportunity to be represented by counsel of such party's choice with respect to this Agreement. In view of the foregoing, and notwithstanding any otherwise applicable principles of construction or interpretation, this Agreement shall be deemed to have been drafted jointly by the parties and in the event of any ambiguity, shall not be construed or interpreted against the drafting party. Neither party has relied upon any representations or statements made by the other party to this Agreement which are not specifically set forth in this Agreement. E. Counterparts and Electronic Transmission of Signatures. This Agreement may be executed in counterparts, both of which shall be deemed an original and which taken together shall constitute one agreement. Any counterpart may be delivered by any party by electronic transmission of the full Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 25 of 30 Agreement as executed by that party to the other party as mutually agreed upon by the parties, and delivery shall be effective and complete upon completion of such transmission. F. Governing Law. This Agreement shall be considered as having been entered into in the State of Florida and shall be construed and interpreted in accordance with the laws of that state. G. Headings. The headings or captions of articles, sections, or subsections used in this Agreement, including the Table of Contents or Table of Terms and Provisions, are for convenience of reference only and are not intended to define or limit their contents, nor are they to affect the construction of or to be taken into consideration in interpreting this Agreement. H. Jury Waiver. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any right that party does or might have to a trial by jury related to any Action. I. Remedies. No remedy conferred upon any party in this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any rights, power, or remedy hereunder shall preclude any other or further exercise thereof. J. Severability.The provisions of this Agreement are declared by the parties to be severable. However, the material provisions of this Agreement are dependent upon one another,and such interdependence is a material inducement for the parties to enter into this Agreement. Therefore, should any material term, provision, covenant, or condition of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, the party protected or benefited by such term, provision, covenant, or condition may demand that the parties negotiate such reasonable alternate contract language or provisions as may be necessary either to restore the protected or benefited party to its previous position or otherwise mitigate the loss of protection or benefit resulting from holding. K. Signatory. Each signatory below represents and warrants that he or she has full power and is duly authorized by their respective party to enter into and perform under this Agreement. Such signatory also represents that he or she has fully reviewed and understands the above conditions and intends to fully abide by the conditions and terms of this Agreement as stated. L. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation, or termination of this Agreement, including, by way of example only, the indemnification and public records provisions, shall survive the expiration, cancellation, or termination of this Agreement. M. Use of City and SUBRECIPIENT Logos. Both parties are prohibited from use of any and all of the other party's emblems, logos, or identifiers without written permission from that party. N. Venue. Each of the parties hereby irrevocably submits to the jurisdiction of any federal or state court of competent jurisdiction sitting in Boynton Beach, Florida, regarding any Action, and further agrees that any such Action shall be heard and determined in such Florida federal or state court. Each party hereby irrevocably waives,to the fullest extent it may effectively do so,the defense of an inconvenient forum to the maintenance of any Action in Boynton Beach, Florida. 0. Waiver. No delay or failure on the part of any party to this Agreement to exercise any right or remedy accruing to such party upon the occurrence of an event of violation shall affect any such right or remedy, be held to be an abandonment thereof, or preclude such party from the exercise thereof at Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 26 of 30 any time during the continuance of any event of violation. No waiver of a single event of violation shall be deemed to be a waiver of any subsequent event of violation. P. Written Modification. 1. No modification of this Agreement shall be binding upon any party to this Agreement unless it is reduced to writing and is signed by a duly authorized representative of each party to this Agreement. 2. Notwithstanding the above subparagraph, the parties hereby recognize that the Federal Awarding Agency may issue unilateral changes to the Federal Award that the City is permitted to unilaterally "pass-down" to the SUBRECIPIENT without formal amendment to this Agreement. 3. The City shall provide notice such unilateral amendments to the SUBRECIPIENT in a timely fashion to both by electronic mail to the SUBRECIPIENT agreement liaison noted in TABLE 1 —THE PARTIES, or as later re-designated pursuant to Article 2, Paragraph B. 4. The SUBRECIPIENT hereby agrees to work with the City in good faith to make any additional amendments to this Agreement as may be necessary pursuant to directive provided by the Federal Awarding Agency. Article 24: Attachments The documents provided for in the table below are hereby incorporated by both reference and attachment and therefore form a material part of this Agreement. Attachment Attachment Title Name Form 1 E-Verify Use and Registration Certification Form 2 Public Entity Crimes and Scrutinized Companies Certification Form 3 Small and Minority Business Enterprise ("MBE"), Women Business Enterprise ("WBE"), and Labor Surplus Area Firm Certification Form 4 Federal Suspension and Debarment Certification Form 5 Certification Regarding Lobbying Form 6 Affidavit of Compliance with Anti-Human Trafficking Laws Exhibit A Required Information for Federal Subawards Schedule Exhibit B Scope of Services Exhibit C Budget Attachment 1 Insurance Advisory Form Article 25: Entire Agreement This Agreement, and any documents incorporated, referenced, or attached to this Agreement, sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. In regards to such subject matter, this Agreement supersedes any and all prior agreements, Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 27 of 30 negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. [SIGNATURES ON FOLLOWING PAGES] [ REMAINDER OF PAGE LEFT BLANK] Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 28 of 30 CITY OF BOYNTON BEACH, FLORIDA SIGNATURE PAGE The City has executed this Agreement on the date set forth below. +r'o( IN W TNESS OF THE FOREGOING, the parties have set their hands and seals on this V day of ,bt,,r , 20.{ CITY OF BOYNTON BEACH, FLORIDA: ATTES : _ -..1) • A, :1/4 0 — OYN ‘``‘ City Cle - 74 nature �. . CoRP°47>..<A I. :'.r- :1. ature Q 2� s SEA 10NCO ' � ,I : RPORATED: f Appr ved as to form: +I . 1920 t. ; gli °. If/en h l`1♦ RID re City Attorney-Signature ..,,„,, SUBRECIPIENT SIGNATURE ON FOLLOWING PAGE Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 29 of 30 SUBRECIPIENT SIGNATURE PAGE BOYNTON BEACH, FLORIDA'S SIGNATURE ON PREVIOUS PAGE The SUBRECIPIENT has executed this Agreement on the date set forth below. SUBRECIPIENT AGENCY: Subrecipient Agency—Signature Print Name Title STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of physical presence or this day of , 20 , by Personally, Known _OR Produced Identification Type of Identification Produced Seal NOTARY PUBLIC Notary—Signature Print Name Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 30 of 30 Form 1 E-Verify Registration and Use Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Please note that the City will verify that the SUBRECIPIENT has an active registration on https://e-verify.gov. If the SUBRECIPIENT does not have an active registration noted on the E-Verify website because the Federal Government has not yet updated its website, it must then provide a copy of the E-Verify Memorandum of Understanding for Employers that the SUBRECIPIENT received upon registration to the City. E-VERIFY REGISTRATION USE CERTIFICATION The undersigned hereby certifies on behalf of the SUBRECIPIENT, that: A. They have personal knowledge of the factual assertions set forth in this E-Very Use and Registration Certification and Affidavit. B. The SUBRECIPIENT is registered with the United States Department of Homeland Security's E-Verify system to verify the work authorization status of all employees hired during the term of this Agreement and shall provide evidence of such registration to the City upon request. C. The SUBRECIPIENT does not and shall not employ, contract, or subcontract with an unauthorized alien, pursuant to Section 448.095, Florida Statutes. D. The SUBRECIPIENT shall require all subcontractors performing work under this Agreement to provide an affidavit stating that such subcontractors do not employ, contract with, or subcontract with an unauthorized alien, pursuant to Section 448.095, Florida Statutes. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 1 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 1 Form 2 Public Entity Crimes and Scrutinized Companies Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Part 1: Certification of Compliance with Section 287.133, Florida Statutes (Public Entity Crime) The undersigned hereby certifies, on behalf of the SUBRECIPIENT, that: A. Neither the SUBRECIPIENT, nor one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the SUBRECIPIENT, nor any affiliate of the entity, has been charged with and convicted of public entity crime subsequent to July 1, 1989. B. The SUBRECIPIENT has not been placed on any convicted vendor list by the State of Florida and that it will not utilize any funding provided pursuant to this Agreement to subcontract with any vendor that has been placed on any such convicted vendor list. C. The SUBRECIPIENT acknowledges that for the purposes of this certification, the terms "public entity crime," "convicted," and "affiliate," are as defined in Section 287.133, Florida Statutes, which the SUBRECIPIENT has reviewed prior to the execution of this certification. D. The SUBRECIPIENT acknowledges that the City reserves the right to terminate this Agreement immediately (pursuant to Article 22, Paragraph C ("Termination") of the Agreement) and take full advantage of any legal remedies available in equity or law should the SUBRECIPIENT be found to: 1. Have falsified its certification of eligibility to bid on,submit a proposal for,or enter into or renew a contract with the City for goods or services pursuant to Section 287.133, Florida Statutes; or 2. Have become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.133, Florida Statute subsequent to entering into this Agreement with the City. E. The SUBRECIPIENT shall immediately notify the City if at any point during the term of the Agreement, the SUBRECIPIENT's status under Section 287.133, Florida Statutes, changes in any manner. Part 2: Certification of Compliance with Section 287.135, Florida Statutes (Scrutinized Companies) The undersigned hereby certifies, on behalf of the SUBRECIPIENT, that: A. The SUBRECIPIENT certifies that it is eligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statutes. B. The SUBRECIPIENT is not: 1. On the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, and the SUBRECIPIENT is not engaged in a boycott of Israel; Community Development Block Grant Subaward Agreement—Form 2 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 2 Form 2 Public Entity Crimes and Scrutinized Companies Certification (Continued) 2. On the "Scrutinized Companies with Activities in Sudan List" or the "Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,"created pursuant to Section 215.473, Florida Statutes; or 3. Engaged in business operations in Cuba or Syria. C. The SUBRECIPIENT acknowledges that the City reserves the right to terminate this Agreement immediately (pursuant to Article 22, Paragraph C ("Termination") of the Agreement) and take full advantage of any legal remedies available in equity or law should the SUBRECIPIENT be found to: 1. Have falsified its certification of eligibility to bid on,submit a proposal for,or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statutes; or 2. Have become ineligible to bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services pursuant to Section 287.135, Florida Statute subsequent to entering into this Agreement with the City. D. The SUBRECIPIENT shall immediately notify the City if at any point during the term of the Agreement, the SUBRECIPIENT's status under Section 287.135, Florida Statutes, changes in any manner. Pursuant to the binding authority granted to the undersigned,the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in both Part 1 and Part 2 this certification. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement—Form 2 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 2 of 2 Form 3 Small and Minority Business Enterprise ("MBE"), Women Business Enterprise ("WBE"), and Labor Surplus Area Firm Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS CERTIFICATION OF COMPLIANCE WITH 2 CFR§200.321 The undersigned hereby certifies on behalf of the SUBRECIPIENT, that the SUBRECIPIENT will comply with all of the following should the SUBRECIPIENT subcontract using any portion of the Subaward: A. When selecting subcontractors and making procurements with the Subaward, the SUBRECIPIENT shall take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus firms are used whenever possible while expending the Subaward. B. Pursuant to 2 CFR§ 200.321, such affirmative steps must include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. C. The SUBRECIPIENT understands that it must pass this obligation down to its subcontractors (if any). Pursuant to the binding authority granted to the undersigned,the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement—Form 3 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 1 Form 4 Federal Suspension and Debarment Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL SUBRECIPIENTS Please note that the City will verify that the SUBRECIPIENT has an active registration with SAM.gov on httcs://www.SAM.gov. If the SUBRECIPIENT does not have an active registration noted in the SAM.gov system,then this Agreement will not be executed by the City. FEDERAL SUSPENSION AND DEBARMENT CERTIFICATION The undersigned hereby certifies on behalf of the SUBRECIPIENT, that: A. They have personal knowledge of the factual assertions set forth in this Federal Suspension and Debarment Certification. B. The SUBRECIPIENT complies with 2 CFR Part 180, Subpart C ("Responsibilities of Participants Regarding Transactions Doing Business with Other Persons"). C. The SUBRECIPIENT is registered and maintains an active registration with SAM.gov and will maintain an active registration with SAM.gov for the entire term of this Agreement. D. The SUBRECIPIENT does not appear on the SAM Exclusions list and shall notify the City within five (5) business days if it is added to the SAM Exclusions list, or should its status under the SAM system change in any way during the term of this Agreement. E. The SUBRECIPIENT shall include a requirement to comply with 2 CFR Part 180, Subpart C in any lower tier covered transactions into which it enters. F. The SUBRECIPIENT understands and agrees that the City reserves the right to institute additional restrictions and conditions to this Agreement, terminate this Agreement, and pursue any other remedy available under local, state, and federal law, should the SUBRECIPIENT: (1) be found to have misrepresented its SAM.gov status in any manner; or(2)fail to notify the City of any change in its status under the SAM.gov system. This certification is a material representation of fact relied upon by the City. If it is later determined that the SUBRECIPIENT fails to comply with 2 CFR Part 180, Subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to, suspension or debarment. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in this affidavit. SUBRECIPIENT Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 4 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 1 Form 5 Certification Regarding Lobbying COMPLETION OF THIS FORM IS CONDITIONAL This form is required for all SUBRECIPIENTs receiving a Subaward in an amount that exceeds $100,000. Does the Subaward exceed $100,000? No If "No" then the SUBRECIPIENT may disregard this form. If "Yes" then the SUBRECIPIENT hereby executes the following Certification Regarding Lobbying as required by 31 USC § 1352: CERTIFICATION REGARDING LOBBYING 31 USC § 1352 Part 1: Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies on behalf of the SUBRECIPIENT that: A. No Federal appropriated funds have been paid or shall be paid, by or on behalf of the SUBRECIPIENT,to any person for influencing or attempting to influence an officer or employee of an 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 shall be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement,the SUBRECIPIENT shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities", in accordance with its instructions. C. The SUBRECIPIENT shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all SUBRECIPIENTs shall certify and disclose accordingly. D. 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. Code.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. Part 2: Statement for Loan Guarantees and Loan Insurance The undersigned certifies on behalf of the SUBRECIPIENT that: A. If any funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the SUBRECIPIENT shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. Community Development Block Grant Subaward Agreement—Form 5 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 2 B. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Pursuant to the binding authority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and will comply with its obligations as stated in both Part 1 and Part 2 this certification. SUBRECIPIENT Agency—Signature Title Printed Name Date [ REMAINDER OF PAGE LEFT BLANK] Form 6 Affidavit of Compliance with Anti-Human Trafficking Laws In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes,entitled "Human Trafficking." Date: , 20_ Signed: Entity: Name: Title: STATE OF COUNTY OF The foregoing instrument was acknowledged before me, by means of 0 physical presence or 0 online notarization, this day of , 20 , by , as for , who is personally known to me or who has produced as identification. Notary Public Signature: State of Florida at Large (Seal) Print Name: My commission expires: Community Development Block Grant Subaward Agreement— Form 6 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 1 Exhibit A Required Information for Federal Subawards Table REQUIRED PURSUANT TO 2 CFR§200.332 Federal Requirements Subaward-Specific Information SUBRECIPIENT Name (registered name in SAM.gov): Legal Aid Society of Palm Beach County, Inc. SUBRECIPIENTs Unique Entity Identifier(UEI): 59-6046994 Federal Award Identification Number(FAIN): N/A(CDBG Multiple Years Rollover Funds) Federal Award Date: N/A(CDBG Multiple Years Rollover Funds) Subaward Period of Performance Start and End Date: Start: Upon Execution End: 09/30/2025 Federal Award Budget Period Start and End Date: Start: 10/01/2024 End: 09/30/2025 Amount of Federal Funds obligated by this action by the $10,000.00 Pass-Through Entity to the SUBRECIPIENT: Total Amount of Federal Funds Obligated to the SUBRECIPIENT by the Pass-Through Entity including $10,000.00 the current financial obligation: Total Amount of the Federal Award committed to the $10,000.00 SUBRECIPIENT by the Pass-Through Entity: Federal subaward Project Description: 24 CFR 570.201(e)—Public Services Activity— Legal Services,Tenant/Landlord Counseling; National Objective 24 CFR Part 570.208 (a)(1)(i) Name of Federal Awarding Agency: U.S. Department of Housing and Urban Development(HUD) Name of Pass-Through Entity: City of Boynton Beach Pass-Through Entity's Awarding Official Contact Name: Ty Penserga, Mayor Information: Email: PensergaT(@.bbfl.us Phone: 561-742-6010 CFDA Number and Name: Number: 14.228 Name: Community Development Block Grant Is the Subaward R&D related?: No Is there an indirect cost rate for the Subaward?: No Requirements of the Federal Award imposed on the Yes, see the terms of the Agreement and SUBRECIPIENT?: attached exhibits and forms. Are there any additional requirements imposed on SUBRECIPIENT in order for the Pass-Through Entity to Yes, see the terms of the Agreement and meet its own reporting responsibilities to the Federal attached exhibits and forms. Awarding Agency?: Is there a requirement that the SUBRECIPIENT must Yes, see:Article 14("Maintenance, permit the Pass-Through Entity and auditors to have Retention, and Access to Records")and access to the SUBRECIPIENT's records and financial Article 16 ("Audit Requirements"). statements?: Are there appropriate terms and conditions concerning Yes, see: Article 13 ("Progress Reporting closeout of the Subaward?: and Subaward Closeout") Community Development Block Grant Subaward Agreement—Exhibit A City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 1 of 1 Exhibit B Scope of Services Fair Housing Project Scope of Services The Fair Housing Project is part of Legal Aid's Individual Rights Advocacy practice area which aims to improve a family's opportunities and living conditions through the provision of high quality civil legal advice, consultation, representation and outreach at no cost to participants and clients. Through this proposal for funding, City of Boynton Beach residents will benefit from the full spectrum of legal services provided by Legal Aid's 21 various projects. When appropriate, Boynton Beach residents seeking fair housing assistance will receive referrals and have access to advice, consultation and representation for a variety of legal matters, including but not limited to:representation at restraining order hearings for victims of domestic violence,sexual assault and stalking; investigation of cases of abuse, neglect and exploitation of frail and vulnerable seniors; assistance with immigration matters, particularly for victims of domestic violence and juveniles in the dependency system; and the filing of appeals for individuals with HIV/AIDS who have been wrongfully denied disability benefits. The attorney will organize and conduct fair housing workshops and legal presentations for the general public and for social service providers and representatives from the banking and realty sectors.The attorney will also represent victims of unlawful discrimination in cases regarding the provision of housing services in state/federal courts, and before administrative agencies in cases seeking affirmative relief and counterclaims for damages and injunctive relief. Accordingly, he/she will file administrative discrimination complaints with HUD, the Palm Beach County Office of Equal Opportunity, and other appropriate agencies. Requested Community Development Block Grant funds from the City of Boynton Beach will be used to provide fair housing education, outreach and enforcement activities for residents of the City of Boynton Beach. All activities will be presented by staff attorneys and paralegals from the Legal Aid Society's Fair Housing Project. Attorneys will be licensed and will have experience in fair housing, real property, landlord-tenant, consumer, mortgage foreclosure and housing law. All services will be offered free of charge and will be in support of the proposed eligible activities only. Fifteen (15)individuals will attend each of three(3)fair housing seminars and outreach events for a total of forty-five (45) individuals at $400 per event ($1,200.00). Sixteen (16) clients approximately will be represented through enforcement/discrimination activities at $550.00 per case ($8,800.00). Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. EXHIBIT C Based on the "Scope of Services"as set forth in Exhibit B, below is the established budget and activities for this Agreement: Project Phase CDBG Funds Community Presentations $1,200.00 Legal Counseling $8,800.00 Totals $10,000.00 FUNDING AND METHOD OF PAYMENT: It is expressly understood and agreed by the Parties that the funds contemplated by this Agreement originated from the federal CDBG Program; and funds are subject to HUD's approval of the CITY's CDBG FY 2024 Annual Action Plan; and the approved reimbursements through HUD's Integrated Disbursement and Information System (IDIS). The services provided with this funding will be to serve low-to-moderate income (LMI) individuals that are 80% or below, the area median income (AMI). A signed and dated household income certification form and proof of income (e.g. pay stubs, retirement benefits, signed and dated income self-certification form, etc.)from individuals served, is required to be kept in individual's file. All reimbursement requests must be supported by an appropriate level of expense support documentation and progress reporting clearly demonstrating that the applicable progress threshold for the request has been achieved. All requests for reimbursement shall adhere to the standards set forth in Article 10: Reimbursement Requests and Article 11: Payment Terms. Failure for SUBRECIPIENT to adhere to these standards may result in delay of payment and/or disallowance of funding. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Attachment 1 The following are hereby incorporated into this"Attachment 1" (Insurance Advisory Form) by reference: City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing insurance coverages must have a current rating by A.M. Best Co.of`B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)The following is a list of types of insurance required of contractors, lessees,etc.,and the limits required by the City: (NOTE:This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits, based upon identified risk.) TYPE(Occurrence Based Only)MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Contractor's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage(any one fire) $50,000.00 Broad Form Vendors Med. Expense(any one person) $5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate-$1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease,Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00 Property: Homeowners Revocable Permit $300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCEADVISORYFORM Revised 04/2021 Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc.