Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
R25-230
RESOLUTION NO. R25-230 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 2 BEACH, FLORIDA, APPROVING THE COMMUNITY DEVELOPMENT 3 BLOCK GRANT SUBAWARD AGREEMENTS BETWEEN THE CITY OF 4 BOYNTON BEACH AND PATHWAYS TO PROSPERITY, INC., FEEDING 5 SOUTH FLORIDA, INC., LEGAL AID SOCIETY OF PALM BEACH COUNTY, 6 INC., AND SEA TURTLE ADVENTURES, INC. FOR FISCAL YEAR 2025; 7 AND FOR ALL OTHER PURPOSES. 8 9 WHEREAS, on August 5, 2025,the City of Boynton Beach ("City")adopted the Community 10 Development Block Grant ("CDBG") Annual Action Plan ("Plan")for Fiscal Year 2025 by Resolution 11 R25-202; and 12 WHEREAS, $518,962 was allocated under the Plan, and several local non-profit agencies 13 of CDBG eligible activities have submitted grant applications requesting funds to assist in the 14 delivery of their programs, which benefit eligible low-to-moderate income residents of the City; 15 and 16 WHEREAS, the eligible non-profit agencies include Legal Aid Society of Palm Beach 17 County, Inc., requesting $10,000, Pathways to Prosperity, Inc., requesting $16,750, Feeding South 18 Florida,Inc., requesting $16,750, and Sea Turtle Adventures, Inc., requesting $16,750, for a total of 19 $60,250; and 20 WHEREAS, the CDBG Program's purpose is to assist the City in meeting the needs of its 21 lower-income residents, with funding requested to offer various forms of assistance for public 22 service, and to provide funding for staffing salaries and activity delivery costs related to the 23 Program; and 24 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 25 best interests of the City's citizens and residents to approve the CDBG Subaward Agreements 26 between the City and Legal Aid Society of Palm Beach County, Inc., Pathways to Prosperity, Inc., 27 Feeding South Florida, Inc., and Sea Turtle Adventures, Inc. 28 29 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 30 BEACH, FLORIDA, THAT: 31 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as RESOLUTION NO. R25-230 32 being true and correct and are hereby made a specific part of this Resolution upon adoption. 33 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does approve 34 the Community Development Block Grant Subaward Agreements between the City and Legal Aid 35 Society of Palm Beach County, Inc., Pathways to Prosperity, Inc., Feeding South Florida, Inc., and 36 Sea Turtle Adventures, Inc. for fiscal year 2025, in form and substance similar to that attached as 37 Composite Exhibit A. 38 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 39 authorizes the Mayor to execute the Community Development Block Grant Subaward Agreements 40 between the City and Legal Aid Society of Palm Beach County, Inc., Pathways to Prosperity, Inc., 41 Feeding South Florida, Inc., and Sea Turtle Adventures, Inc. for fiscal year 2025. The Mayor is 42 further authorized to execute any ancillary documents required under the Agreements or 43 necessary to accomplish the purposes of the Agreements, including any term extensions as 44 provided in the Agreements, provided such documents do not modify the financial terms or 45 material terms. 46 SECTION 4. This Resolution shall take effect in accordance with the law. 47 48 49 50 [SIGNATURES ON THE FOLLOWING PAGE] 51 52 53 54 55 56 57 58 59 60 61 62 RESOLUTION NO. R25-230 63 PASSED AND ADOPTED this day of eplembx(- 2025. 1 64 CITY OF BOYNTON BEACH, FLORIDA 65 YES NO 66 Mayor– Rebecca Shelton 67 68 Vice Mayor–Woodrow L. Hay 69 f 70 Commissioner–Angela Cruz 71 f 72 Commissioner–Thomas Turkin 73 74 Commissioner–Aimee Kelley 75 C `�. 76 VOTE ^D 77 A ES . OI 7. ` -' i/ ,y 80 Maylee I e J- , MPA, MM' Rebecca Shelton 81 City Clerk Mayor 82 • =oy NTON 83 ;; R;0....F....6 N APPROVED AS TO FORM: 84 (Corporate Seal) Lz.% SEAL.1c-�0 85 / 0; i I � '0,..4 86 ;INCORPORATED �� W. • 1920 I�v�xCC/// 87 i 1 Shawna G. Lamb 88 "s� FLOR10Pr1 City Attorney Community Development Block Grant(CDBG) Subaward Agreement between City of Boynton Beach, Florida and Sea Turtle Adventures, Inc. for a CDBG subaward of an amount not to exceed$16,750.00 from a federal award issued by U.S. Department of Housing and Urban Development for the specific purpose of Public Services Activity— ICare Program. SUBAWARD COVERSHEET INTERNAL TABLE—FOR CITY INTERNAL USE ONLY City Contract No.: j City Contract No. Resolution R25—230 City Manager's Office: Community Improvement Division CDBG Eligible Activity 24 CFR 670.201(e)—Public Services Activity— ICare Program; 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: SUBRECIPIENTs Obligations and Responsibilities 3 Article 7: Procurement and Subcontracting Standards 5 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 28 Community Development Block Subaward Grant Agreement—Coversheet City of Boynton Beach and Sea Turtle Adventures, 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: Sea Turtle Adventures, Inc., a Non-Profit Organization (the "SUBRECIPIENT") Entity Type: 501(c)(3) Not-for-Profit Principal Address: 235 SW 6t''Avenue, Boynton Beach, FL 33435 Agreement Liaison Name: Jacquelyn Lome, Executive Director JJ Email Address:jlorne@seaturtleadventure.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 Sea Turtle Adventures, Inc. Page 1 of 30 TABLE 2—SUBAWARD INFORMATION Subaward Project Public Services Activity — !Care Program through a Non-Profit Description: 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 R25—230 Resolution Date: 09/2/2025 B. Federal Subaward Amount. The amount of the underlying subaward is: $16,750.00. 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 $16,750.00 (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 Sea Turtle Adventures, 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: 09/30/2026, 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 9/30/2026. 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: Sea Turtle Adventures, Inc. Attn: Jacquelyn Lome, Executive Director 235 SW 6w Avenue 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 Sea Turtle Adventures, 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 Sea Turtle Adventures, 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. 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": Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 5 of 30 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 rozwadowskia(.bbfi.0 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. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 6 of 30 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: (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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 7 of 30 approval of such amendments by the Federal Awarding Agency. 3. Formai 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. 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 8 of 30 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 7th of the month subsequent to the provision of services for which the City is being invoiced (January 7, 2026, April 7, 2026, July 7, 2026, and October 7, 2026). 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 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 9 of 30 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 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 10 of 30 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 Sea Turtle Adventures, 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 7th of the month subsequent to the provision of services of which the SUBRECIPIENT is reporting (January 7, 2026, April 7, 2026, July 7, 2026, and October 7, 2026). 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 (7) 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 (7) 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 Sea Turtle Adventures, 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 Sea Turtle Adventures, 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 Sea Turtle Adventures, 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 Sea Turtle Adventures, 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 City Manager's Office 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 Sea Turtle Adventures, 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, and three million dollars ($3,000,000) for annual 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 Sea Turtle Adventures, 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 two million dollars($2,000,000)per wrongful act or claim and three million dollars ($3,000,000)annual aggregate. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 18 of 30 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 ($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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 19 of 30 individuals hired, or performing services or work, pursuant to this Agreement shall be considered to 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 20 of 30 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 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 21 of 30 occurred. 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 Sea Turtle Adventures, 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 23 of 30 b. Allot an appropriate deadline by which the SUBRECIPIENT must provide its proposed cure to the City. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 24 of 30 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 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 25 of 30 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 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. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 26 of 30 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 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 Exhibit A Required Information for Federal Subawards Schedule Exhibit B Scope of Services Exhibit C Budget Attachment 1 Insurance Advisory Form Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, Inc. Page 27 of 30 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, 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 Sea Turtle Adventures, 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 day of n"� {-- t 20 Pr-S--- CITY S-_CITY OF BOYNTON BEACH, FLORIDA: ATTE5 I: CA40 City C : —41.••. :ture Mayor—Signature 14-1 07v. �i3ORArt•;'9 :, O App ed as to f o. o =y "; 17 •.,Nc-RpoRO , City Attorney—Signature 1g2 SUBRECIPIENT SIGNATURE ON FOLLOWING PAGE Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, 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: 11, SSI. ecipiertt Age y—Signature Jac ( � /1 Lo( �Xec,u�,' v� � � c �-O Print�ame Title STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrunient was acknowledged before me this 214 day of ' YI OeX 20 25 by Personally, Known ICOR Produced Identification Type of Identification Produced 4 Notary Public State of Florida Seal 4 0 Bianca N Torres NOTARY PUBLIC 4 ���� My Commission HH 426566 Expires 7/27/2027 Notary— Signature Print Name Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, 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:lie-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. 410"/ Egc,o6Q_ \vcchr-- ,(RECI TENT A envy-Signature Title j 6.0 vcl7rJ Lor,-e oZsS I 'Printed Name ate Community Development Block Grant Subaward Agreement- Form 1 City of Boynton Beach and Sea Turtle Adventures, 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 SUBRECIPIENTs 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 Sea Turtle Adventures, 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. aC x{ Dtrt.dila- _ SUBRECor - SUBRECr NT AS ncy— :iignature Title or h). _ Pri Ited Name Date Community Development Block Grant Subaward Agreement—Form 2 City of Boynton Beach and Sea Turtle Adventures, 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. Qit,- l.i' Cl-i�\i U t r(C r- SUB ' IPIAg cy—Signature Title c.c . rS-ZS -25 Printed Name Date Community Development Block Grant Subaward Agreement--Form 3 City of Boynton Beach and Sea Turtle Adventures, 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 understa s and will co ply wi its obligations as stated in this affidavit. _ Axt *� DVS ��r SU CIPIEAgej y–Signature Title GC ,..) L r r-Q— t q—ZS 2-5 I Print d Name Date Community Development Block Grant Subaward Agreement– Form 4 City of Boynton Beach and Sea Turtle Adventures, 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 °°ices'' 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. LPart 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 Sea Turtle Adventures, Inc. Page 1 of 2 Form 5 Certification Regarding Lobbying (Continued) 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] Community Development Block Grant Subaward Agreement—Form 5 City of Boynton Beach and Sea Turtle Adventures, Inc. Page 2 of 2 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." 441 Date: Sejek,e V � C 2� . 2025 Signed: 4 / _ Entity: T(,�d'1e e Name: e: _ 2�. 1 Title: I * eanr STATE OF . •., COUNTY OF G\ A (t. The foregoing instrument was acknowledged bef re me, bx means of physical presence or D online notarization, this 25 day of . e.,9-1-(.01 -e, -r , 20 15 , by �_ rl Lo t. , as EXCC�4-l.kit uret r_ for SeD,Tur41e,ptckY*uftST— , who is personally known to me . i . has produced as identification. Notary Publi�gnature: _ /_ State of Florida at Large(Seal) Print Name: _'c�10.✓\.0O2.. 1 —_ My commission expires: 11 2.-"7 127 Notary Pubfic State of Florida 1 Bianca N Torres 1 4 ,7,.............—....,...................... .. 0 , My Commission HH 426586 1 Expires 7/27/2027 I Community Development Block Grant Subaward Agreement Form 6 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): Sea Turtle Adventures, Inc I SUBRECIPIENT's Unique Entity Identifier(UEI): 81-3999409 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:09/30/2026 Federal Award Budget Period Start and End Date: Start: 10/01/2025 - End: 09/30/2026 Amount of Federal Funds obligated by this action by the $16,750.00 Pass-Through Entity to the SUBRECIPIENT: Total Amount of Federal Funds Obligated to the SUBRECIPIENT by the Pass-Through Entity including $16,750.00 the current financial obligation: Total Amount of the Federal Award committed to the $16,750.00 SUBRECIPIENT by the Pass-Through Entity: Federal subaward Project Description: 24 CFR 570.201(e)-Public Services Activity- ICare Program; National Objective 24 CFR Part 570.208(a)(1)(1) 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: Rebecca Shelton, Mayor Information: Email: $heltonRCtfttt bfl.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?: I No Requirements of the Federal Award imposed on the Yes,see the terms of the Agreement and SUBRECIPIENT?: I 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 haveRetention, and Access to Records")and access to the SUBRECIPIENT's records and financial A.ficle 16 ("Audit Requirements"). statements?. Are there appropriate terms and conditions concerning i Yes, see:Article 13("Progress Reporting doseout of the Subaward?: land Subaward Closeout") Community Development Block Grant Subaward Agreement-Exhibit A City of Boynton Beach and Sea Turtle Adventures, Inc. Page 1 of 1 Exhibit B Scope of Services (Care Program Scope of Services The Sea Turtle Adventures (Care Program uses targeted activity- based teaming opportunities to help young adults with autism and other developmental disabilities (NOD). Adults with A/DD will learn about conservation while building life skills and relationships through outdoor gatherings. The STA iCare Program uses targeted, activity-based learning opportunities to help young adults with ANDD stay active, develop physical and mental strength, make healthy lifestyle choices, and learn about self-advocacy. These goals are accomplished through several components of programming. The iCare Day Program is held every Monday, Tuesday, and Wednesday from 9am-2pm. Up to 30 adults with A/DD attend each day to participate in a diverse range of activities at our Boynton Beach headquarters and through visits to different locations around Palm Beach County. CDBG funding will pay the partial salary of the Outreach Specialist for one year. The rest of the pay beyond the use of grant funds will be covered by STA's iCare Program. The result of this funding will impact over 250 adults with NOD by improving physical and mental wellness, increasing quality of life through introduction to new skills and interests, and facilitating social engagement and building relationships. Community Development Block Grant Subaward Agreement City of Boynton Beach and Sea Turtle Adventures, 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 Staf Salary and fringe benefits $16,750.00 j Totals $16,750.00 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 2025 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 Sea Turtle Adventures, Inc. The following are hereby incorporated into this "Attachment 1"(Insurance Advisory Form) by reference: The City of Boynton Beach DIVISION OF RISK MANAGEMENT r 100 E.Ocean Avenue it i > Boynton Beach,Rorida 33935 �,, 'rel ki (P): 561-742-6271 I (F): 561-742-6274 www.boyn xt 4e Gb.�4f9 } .'}.'- VENDOR INSURANCE REQUIREMENTS - PROCUREMENT 1. INSURANCE REQUIREMENTS: The successful bidder/contractor/firm or individual entering a resulting contract with the City shall provide, pay for and maintain in full force and affect at all times during the services to be performed the applicable insurance as set forth below. (Proof that insurance meets the City's requirements must be provided prior to providing services to the City of Boynton Beach.) Commercial General Liability Coverage must be afforded under a Commercial General Liability policy with limits not less than: • $1,000,000 each occurrence • $3,000,000 annual aggregate for Bodily Injury, Personal Injury, and Advertising Injury • $1,000,000 per occurrence for Property Damage • $1,000,000 each occurrence and $2,000,000 project aggregate for Products and Completed Operations Policy must include coverage for Contractual Liability, Independent Contractors. Business Automobile Liability Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1,000,000 combined single limit each accident. If the Contractor does not own vehicles, the Contractor 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. Professional Liability/Malpractice Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits not less than: • $2,000,000 each occurrence • $3,000,000 annual aggregate Workers' Compensation and Employer's Liability Coverage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on behalf of the City must provide Workers' Compensation insurance of at least the statutory requirements in addition to Employer's Liability in the amount not less than $1,000,000 per accident. Exceptions and exemptions will be allowed by the City's Risk Management Department, if they are in accordance with Florida Statute. The Contractor and its insurance carrier waive all subrogation rights against the City, a political subdivision of the State of Florida, its officials, employees, and volunteers for all losses or damages. The City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from others or equivalent. AMERICA'S GATEWAY TO THE GULFSTREAM. Contractor must be in compliance with all applicable State and federal workers' compensation laws, including the U.S. Longshore and Harbor Workers' Compensation Act or Jones Act, if applicable. For any Contractor who has exempt status as an individual, the City requires proof of Workers' Compensation insurance coverage for that Contractor's employees, leased employees, volunteers, and any workers performing work in execution of this Contract. If the Contractor has applied for a workers' compensation exemption, the City does not recognize this exemption to extend to the employees of the Contractor. The Contractor is required to provide proof of coverage for their employees, leased employees, volunteers and any workers performing work in execution of this Contract. This applies to all contractors including but not limited to the construction industry. Contractors Pollution Liability Coverage For sudden and gradual occurrences and in an amount not less than $1,000,000 per claim arising out of this Contract, including but not limited to, all hazardous materials identified under the Contract. Contractor must keep insurance in force until the third anniversary of expiration of this Contract or the third anniversary of acceptance of work by the CITY. Property Coverage (Builder's Risk) Coverage must be afforded in an amount not less than 100%of the total project cost, including soft costs, with a deductible of no more than $25,000 each claim. Coverage form shall include, but not be limited to: • All Risk Coverage including Flood and Windstorm with no coinsurance clause • Guaranteed policy extension provision • Waiver of Occupancy Clause Endorsement, which will enable the City to occupy the facility under construction/renovation during the activity • Storage and transport of materials, equipment, supplies of any kind whatsoever to be used on or incidental to the project • Equipment Breakdown for cold testing of all mechanized, pressurized, or electrical equipment For installation of property and/or equipment, Contractor must provide Builder's Risk Installation insurance to include coverage for materials or equipment stored at the project site, while in transit, or while stored at a temporary location. Coverage limit must be no less than replacement cost. This policy shall insure the interests of the owner, contractor, and subcontractors in the property against all risk of physical loss and damage, and name the City as a loss payee. This insurance shall remain in effect until the work is completed and the property has been accepted by the City. Insurance Certificate Requirements a. The Contractor shall provide the City with valid Certificates of Insurance (binders re unacceptable) no later than thirty (30) days prior to the start of work contemplated in this Contract. b. The Contractor shall provide a Certificate of Insurance to the City with a thirty (30) day notice of cancellation; ten (10) days' notice if cancellation is for nonpayment of premium. c. In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of the Contractor to provide the proper notice. Such notification will be in writing by registered mail, return receipt requested, and addressed to the certificate holder. d. In the event the Contract term goes beyond the expiration date of the insurance policy, the Contractor shall provide the City with an updated Certificate of Insurance no later than ten (10) days prior to the ' expiration of the Insurance currently In effect. The City reserves the right to suspend the Contract until this requirement is met. e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form. If any coverage is provided on a claims-made form,the certificate will show a retroactive date,which should be the same date of the initial contract or prior. f. The City shall be named as an Additional Insured on all liability policies, with the exception of Workers' Compensation. AMERICA'S GATEWAY TO THE GULFSTREAM g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation insurance policy. h. The Contract, Bid/Contract number, event dates, or other identifying reference must be listed on the certificate. The Certificate Holder should read as follows; City of Boynton Beach Attn: Risk Management 100 E. Ocean Ave Boynton Beach, FL 33435 The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self- insured retention; including any loss not covered because of the operation of such deductible, co- insurance penalty, self-insured retention, or coverage exclusion or limitation. Any costs for adding the City as an Additional Insured shall be at the Contractor's expense. If the Contractor's primary insurance policy/policies do not meet the minimum requirements, as set forth in this Contract, the Contractor may provide an Umbrella/Excess insurance policy to comply with this requirement. The Contractor's insurance coverage shall be primary insurance as respects to the City, a political subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officials, employees, or volunteers shall be excess of Contractor's insurance and shall be non-contributory. Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of contract. All required insurance policies must be maintained until the contract work has been accepted by the City, and/or this Contract is terminated. Any lapse in coverage shall be considered breach of contract. In addition, Contractor must provide confirmation of coverage renewal via an updated certificate should any policies expire prior to the expiration of this Contract. The City reserves the right to review, at any time, coverage forms and limits of Contractor's insurance policies. All notices of any claim/accident (occurrences) associated with this Contract, shall be provided to the Contractor's insurance company and the City's Risk Management office as soon as practical. It is the Contractor's responsibility to ensure that all independent and subcontractors comply with these insurance requirements. All coverages for independent and subcontractors shall be subject to all of the requirements stated herein. Any and all deficiencies are the responsibility of the Contractor. NOTE: These are minimal insurance requirements. Additional insurance, (e.g., Sexual Assault and Molestation, etc.) may be required based upon the type of event, event location, and/or number of participants. Revised 04/25/2025 AMERICA'S GATEWAY TO TIIE GULFSTREAM �—..41 SEATURT-01 JZAMBRANO ACC,I?0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) kiiiii....---- 10/7/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Janett PRODUCER NAME: Plastridge Insurance Agency (A/C,PHNo,Ext):(561)276-5221 I FAX No):(561)276-5244 820 NE 6th Avenue E-MAIL delta docs lastrid e.com Delray Beach,FL 33483 ADDRESS: Y (P g INSURER(S)AFFORDING COVERAGE NAIC/ INSURER A:Burlington Insurance Company 23620 INSURED INSURER B:Progressive Express ins.Co. 10193 Sea Turtle Adventures Inc. INSURER C:United States Liability ins.Co. 25895 do First Presbyterian Church 235 SW 6th Ave INSURER D: Boynton Beach,FL 33435 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) IMM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR X 2726003440 11/30/2024 11/30/2025 PREMISES IEaEr ence) $ 100,000 MED EXP(Any one person) S 5,000 PERSONAL&ADV INJURY S 1,000,000 GEM.AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY jra LOC PRODUCTS-COMP/OP AGG, $ Included OTHER. $ CB AUTOMOBILE LIABILITY ((EOMa aBINEDntSINGLE LIMIT $ 300,000 ANY AUTO _ 02501795 8/18/2025 8/18/2026 BODILY INJURY(Per person) $ X OWNED SCHEDULED AUTOS ONLY _ AUTOS BODILY BODILY INJURY(Per axldent) $ ATOS ONLY _ 'ORM ( Cr acdde rmAGE A_ UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS UAB CLAIMS-MADE AGGREGATE S DED I RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT S FFICER/MEMBER EXCLUDED?Mandatory In NH) E.L DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Directors&Officers NDO1580235F 6/19/2025 6/19/2026 D&O-EMPL included 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Certificate Holder is additional insured as respets General Liability were required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Boynton Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management 100 E.Ocean Ave Boynton Beach,FL 33435 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Community Development Block Grant(CDBG)Subaward Agreement between City of Boynton Beach, Florida and Pathways to Prosperity, Inc. fora CDBG subaward of an amount not to exceed$16,750.00 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 R25—230 City Manager's Office: Community Improvement Division CDBG Eligible Activity 24 CFR 670.201(e)—Public Services Activity—Assistance to Increase Self-Sufficiency. National Objective 24 CFR Part 670.208(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 28 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"). U.S. Department of Housing and Urban Development(the "Federal Awarding Agency Awarding Agency")—Community Development Block Grant(the Description: "Federal Award")—City of Boynton Beach (the "Grantee"). Subaward ID No.: Resolution R25—230 • Resolution Date: 09/2/2025 B. Federal Subaward Amount. The amount of the underlying subaward is: $16,750.00. 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: 09/3012026, 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 9/3012026. 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: Pathways to Prosperity, Inc. Attn: Kemberly Bush, Executive Director 639 East Ocean Avenue, Suite 101 Boynton Beach, Florida 33435 J 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 "Novi: 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 rozwadowskiat bbfi.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 Standa•rds _ _ 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 7th of the month subsequent to the provision of services for which the City is being invoiced (January 7, 2025, April 7, 2025, July 7, 2025, and October 7, 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 SUBRECIPIENTs 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 7th of the month subsequent to the provision of services of which the SUBRECIPIENT is reporting (January 7, 2026, April 7, 2026, July 7, 2026, and October 7, 2026). 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 (7) 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 (7) 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. tf 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, and three million dollars ($3,000,000) for annual 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 two million dollars($2,000,000)per wrongful act or claim and three million dollars ($3,000,000) annual aggregate. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 18 of 30 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 ($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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 19 of 30 individuals hired, or performing services or work, pursuant to this Agreement shall be considered to 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 20 of 30 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 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 21 of 30 occurred. 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 23 of 30 b. Allot an appropriate deadline by which the SUBRECIPIENT must provide its proposed cure to the City. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 24 of 30 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 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 25 of 30 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 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. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 26 of 30 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 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 This 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Page 27 of 30 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, 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 WITN SS OF THE FOREGOING, the parties have set their hands and seals on this day of `2$0 CITY OF BOYNTON BEACH, FLORIDA: ATTEST: r,� I ..VoRAr?•. o �" t+Ma or—Si nature City Cle — � ature � �� SEAASEo � Y 9 2 •............... P • FLOW. Ap ved as to •41 Oeib City Attorney—Signature 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. ECIPIE AGENCY: u •lent Agency—Signa ure Al/A . EO Print a e Title STATE OF FLORIDA COUNTY OF PALM BEACH Td The foregoing in trument was acknowledged before me this a3 day ofSC trnhtr , 20aS, by Personally, Known OR Produced Identification Type of Identification Produced Seal NOTARY PUBLIC Airi ��►�;t4;_. RICKY PETTY ir /Try—Signature ' Notary Public•State of Florida Commission M HH 598327 eti-Ki f or c. My Comm.Expires Dec 20,2028 Bonded through National Notary Assn.nnt Namailimmormwomopmewompimpepoupoupumpy 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.qov 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. aE UBRECIPIENT Agency— Signature Title koMbQrIt 1bLck jOd5 Pri ted 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 SUBRECIPIENTs 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. S ECIPIENT Agency—Si nature Title asVV q - ) O a - rinted N me 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 un rstands and will comply with its obligations as stated in this affidavit. v1 UB IPIENT Agency-Signature Rae I - gs--C9035- Prin d Nam 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 FUR ALL SUBREGIPIENTS 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. l, - L � - S :R I"I NT Agency—Signature Title • AL _i l' - S _ q - Printed a ,e 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? If 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. tf 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. -- s-- 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 Antl-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." 7 Date: — 20 igned' Entity: ,% I. . A, 4 N: •1l 4.., Title: STATE OF i • tib COUNTY OF '• a. -_e. Lh � The foregoing instrument was acknowledged before me, by means of E 'physical presence or LI online notarization, this ,-).-(`-clay of , 20 �� , by I . . ` _.as k>Ce 11 L>JIUQ SI for . - • (m. , who is (personally known to mejor • ppAg� as identification. Notary PubliA Si natur : / c�V�t/� State of Florida at Large (Seal Print Name: i,(K11 t"P. +� My commission expires: 1 a vZ0 Oa B I '� RICKY PETTY ? `: Notary Public•State of Florida ®`` Commission M HH 598327 d�' . or f`:� My Comm.Expires Dec 20,2018 Bonded through National Notary Assn. 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: 09/30/2026 Federal Award Budget Period Start and End Date: Start: 10/01/2025 End:09/30/2026 Amount of Federal Funds obligated by this action by the $18,750.00 Pass-Through Entity to the SUBRECIPIENT: Total Amount of Federal Funds Obligated to the SUBRECIPIENT by the Pass-Through Entity including $16,750.00 the current financial obligation: Total Amount of the Federal Award committed to the SUBRECIPIENT by the Pass-Through Entity: $16'750'00 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)(1) 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: Rebecca Shelton, Mayor Information: Email: SheltonR.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. $16,750.00 of CDBG funds will cover the partial salary of the Circles Coach,who provide 1:1 support to Circle Leaders during and after their Circle Leader training,as well as facilitate their match with an Ally.Coaches are tasked with maintaining weekly,even sometimes daily,contact with their Circle Leaders and walking them through any challenges they may face through their journey out of poverty. 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 Staff Salary and fringe Benefits 516,750.00 Totals _ $16,750.00 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 2025 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 The City of Boynton Beach DIVISION OF RISK MANAGEMENT 100 E.Ocean Avenue Boynton Beach,Florida 33435 (P): 561-742-6271 I (F): 561-742-6274 www.bovnton-beach.org o N t. VENDOR INSURANCE REQUIREMENTS - PROCUREMENT 1. INSURANCE REQUIREMENTS: The successful bidder/contractor/firm or individual entering a resulting contract with the City shall provide, pay for and maintain in full force and affect at all times during the services to be performed the applicable insurance as set forth below. (Proof that insurance meets the City's requirements must be provided prior to providing services to the City of Boynton Beach.) Commercial General Liability Coverage must be afforded under a Commercial General Liability policy with limits not less than: • $1,000,000 each occurrence • $3,000,000 annual aggregate for Bodily Injury, Personal Injury, and Advertising Injury • $1,000,000 per occurrence for Property Damage • $1,000,000 each occurrence and $2,000,000 project aggregate for Products and Completed Operations Policy must include coverage for Contractual Liability, Independent Contractors. Business Automobile Liability Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1,000,000 combined single limit each accident. If the Contractor does not own vehicles, the Contractor 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. Professional Liability/Malpractice Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits not less than: • $2,000,000 each occurrence • $3,000,000 annual aggregate Workers' Compensation and Employer's Liabilily Coverage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on behalf of the City must provide Workers' Compensation insurance of at least the statutory requirements in addition to Employer's Liability in the amount not less than $1,000,000 per accident. Exceptions and exemptions will be allowed by the City's Risk Management Department, if they are in accordance with Florida Statute. The Contractor and its insurance carrier waive all subrogation rights against the City, a political subdivision of the State of Florida, its officials, employees, and volunteers for all losses or damages. The City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Attachment 1 others or equivalent. Contractor must be in compliance with all applicable State and federal workers' compensation laws, including the U.S. Longshore and Harbor Workers' Compensation Act or Jones Act, if applicable. For any Contractor who has exempt status as an individual, the City requires proof of Workers' Compensation insurance coverage for that Contractor's employees, leased employees, volunteers, and any workers performing work in execution of this Contract. If the Contractor has applied for a workers' compensation exemption, the City does not recognize this exemption to extend to the employees of the Contractor. The Contractor is required to provide proof of coverage for their employees, leased employees, volunteers and any workers performing work in execution of this Contract. This applies to all contractors including but not limited to the construction industry. Contractors Pollution Liability Coverage For sudden and gradual occurrences and in an amount not less than $1,000,000 per claim arising out of this Contract, including but not limited to, all hazardous materials identified under the Contract. Contractor must keep insurance in force until the third anniversary of expiration of this Contract or the third anniversary of acceptance of work by the CITY Property Coverage (Builder's Risk) Coverage must be afforded in an amount not less than 100% of the total project cost, including soft costs, with a deductible of no more than $25,000 each claim. Coverage form shall include, but not be limited to: • All Risk Coverage including Flood and Windstorm with no coinsurance clause • Guaranteed policy extension provision • Waiver of Occupancy Clause Endorsement, which will enable the City to occupy the facility under construction/renovation during the activity • Storage and transport of materials, equipment, supplies of any kind whatsoever to be used on or incidental to the project • Equipment Breakdown for cold testing of all mechanized, pressurized, or electrical equipment For installation of property and/or equipment, Contractor must provide Builder's Risk Installation insurance to include coverage for materials or equipment stored at the project site, while in transit, or while stored at a temporary location. Coverage limit must be no less than replacement cost. This policy shall insure the Interests of the owner, contractor, and subcontractors in the property against all risk of physical loss and damage and name the City as a loss payee. This insurance shall remain in effect until the work is completed and the property has been accepted by the City. Insurance Certificate Requirements a. The Contractor shall provide the City with valid Certificates of Insurance (binders re unacceptable) no later than thirty (30) days prior to the start of work contemplated in this Contract. b. The Contractor shall provide a Certificate of Insurance to the City with a thirty (30) day notice of cancellation; ten (10) days' notice if cancellation is for nonpayment of premium. c. In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of the Contractor to provide the proper notice. Such notification will be in writing by registered mail, return receipt requested, and addressed to the certificate holder. d. In the event the Contract term goes beyond the expiration date of the insurance policy, the Contractor shall provide the City with an updated Certificate of Insurance no later than ten (10) days prior to the expiration of the insurance currently in effect. The City reserves the right to suspend the Contract until this requirement is met. e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form. If Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Attachment 1 any coverage is provided on a claims-made form,the certificate will show a retroactive date,which should be the same date of the initial contract or prior. f. The City shall be named as an Additional Insured on all liability policies, with the exception of Workers' Compensation. g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation insurance policy. h. The Contract, Bid/Contract number, event dates, or other identifying reference must be listed on the certificate. The Certificate Holder should read as follows: City of Boynton Beach Attn: Risk Management 100 E. Ocean Avenue Boynton Beach, FL 33435 The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self- Insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self-insured retention, or coverage exclusion or limitation. Any costs for adding the City as an Additional Insured shall be at the Contractor's expense. If the Contractor's primary insurance policy/policies do not meet the minimum requirements, as set forth in this Contract, the Contractor may provide an Umbrella/Excess insurance policy to comply with this requirement. The Contractor's insurance coverage shall be primary insurance as respects to the City, a political subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officials, employees, or volunteers shall be excess of Contractor's insurance and shall be non-contributory. Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of contract. All required insurance policies must be maintained until the contract work has been accepted by the City, and/or this Contract is terminated.Any lapse in coverage shall be considered breach of contract. In addition, Contractor must provide confirmation of coverage renewal via an updated certificate should any policies expire prior to the expiration of this Contract.The City reserves the right to review, at any time, coverage forms and limits of Contractor's insurance policies. All notices of any claim/accident(occurrences)associated with this Contract, shall be provided to the Contractor's insurance company and the City's Risk Management office as soon as practical. It is the Contractor's responsibility to ensure that all independent and subcontractors comply with these insurance requirements. All coverages for independent and subcontractors shall be subject to all of the requirements stated herein. Any and all deficiencies are the responsibility of the Contractor. NOTE: These are minimal insurance requirements. Additional insurance, (e.g., Sexual Assault and Molestation, etc.) may be required based upon the type of event, event location, and/or number of participants. Revised 04/25/2025 Community Development Block Grant Subaward Agreement City of Boynton Beach and Pathways to Prosperity, Inc. Aco O® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `.------ 8/26/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Valley Insurance Services, Inc PHONE CommlTeam: VlSinsuranceservices@vFlley.com AX 1700 Palm Beach Lakes Blvd#1000 (A/C.No.EM):845-352-9100 (AJC,No):845-352-9104 West Palm Beach FL 33401 A DRESS : bchurch@valley.com INSURER(S)AFFORDING COVERAGE NAIC# License#.BR-969511 INSURER A:U.S.Liability Insurance Co.(USLI) 25895 INSURED PATHTOP-01 INSURER B:Normandy Insurance Company Inc 13012 Pathways To Prosperity Inc P 0 Box 1593 INSURER c:Hiscox Insurance Company Inc 10200 Boynton Beach FL 33425 INSURER D: INSURER E +— INSURER F: COVERAGES CERTIFICATE NUMBER:1938076968 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR I POLICY EFFPOLICY EXP LTR 1 TYPE OF INSURANCE INSD WVo POLICY NUMBER (MM/DD/YYYY)I(MMJDD/YYYY) LIMITS A X COMMERCIAL GENERALLIABILITY Y Y NPP1592115E 10/15/2024 10/15/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $5,000 r PERSONAL&ADV INJURY $1,000,000 GENII_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $Included OTHER. Abuse&Molestation $1,000,000 A AUTOMOBILE LIABILITY Y NPP1592115E 10/15/2024 10/15/2025 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY ,AUTOS X HIRED x I NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY 1 AUTOS ONLY (Per accident) I — $ UMBRELLA LIAB — OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ _ .DED I RETENTION$ i $ B WORKERS COMPENSATION NHFL0052242025 � 4/28/2025 4/28/2026 SPER TATUTE X ERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED', NIA (Mandatory in NH) I E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liability P100.380.906.5 7/9/2025 7/9/2026 C)PL Occ/Aggregate $2000000/2000000 A Directors&Officers NDO1552195M 1/6/2025 1/6/2026 AD&O Occ/Aggregate $500,000/500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Community Center and Counseling Services located at 1105 N Federal Highway Boynton Beach FL 33435 Certificate Holder,as Interest,is included as Additional Insured as respects to the Named Insured by written contract or agreement. The City of Boynton Beach,its officers,employees,and agents are included as additional insured with respects to general liability as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Boynton Beach 100 East Ocean Avenue AUTHORIZED REPRESENTATIVE Boynton Beach FL 33435 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Community Development Block Grant(CDBG) Subaward Agreement between City of Boynton Beach, Florida and Legal Aid Society of Palm Beach County, Inc. fora 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 R25—230 City Manager's Office: 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 5 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 28 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 7- 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 lIABLE 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: Awarding Agency")—Community Development`Block Grant (the Federal Award")—City of Boynton Beach (the "Grantee"). Subaward ID No.: Resolution R25— 230 Resolution Date: 09/2/2025 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: 09/30/2026, 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 9130/2026. 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, 4t'. 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. 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": Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 5 of 30 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 rozwadowskiat 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. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 6 of 30 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: (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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 7 of 30 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. 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 8 of 30 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 T' of the month subsequent to the provision of services for which the City is being invoiced (January 7, 2026, April 7, 2026, July 7, 2026, and October 7, 2026). 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 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 9 of 30 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 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 10 of 30 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 Legal Aid Society of Palm Beach County, 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 7th of the month subsequent to the provision of services of which the SUBRECIPIENT is reporting (January 7, 2026, April 7, 2026, July 7, 2026, and October 7, 2026). 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 (7) 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 (7) 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 ("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 Legal Aid Society of Palm Beach County, 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 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 SUBRECIPIENTs 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 Legal Aid Society of Palm Beach County, 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 City Manager's Office 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:/iharvester.census.clowfacweb/ 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, and three million dollars ($3,000,000) for annual 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 two million dollars($2,000,000)per wrongful act or claim and three million dollars ($3,000,000) annual aggregate. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 18 of 30 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 ($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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 19 of 30 individuals hired, or performing services or work, pursuant to this Agreement shall be considered to 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 20 of 30 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 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 SUBRECIPIENTs 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 21 of 30 occurred. 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 23 of 30 b. Allot an appropriate deadline by which the SUBRECIPIENT must provide its proposed cure to the City. 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 SUBRECIPIENTs 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 24 of 30 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 SUBRECIPIENTs delay 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 25 of 30 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 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. 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 prelude 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 26 of 30 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 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 Exhibit A Required Information for Federal Subawards Schedule Exhibit B Scope of Services Exhibit C Budget Attachment 1 Insurance Advisory Form Community Development Block Grant Subaward Agreement City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 27 of 30 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, 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. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals on this 71 day of (-' -ey f' ,203. CITY OF BOYNTON BEACH, FLORIDA: A ' ST: i-ii O .INTONE, City CI• signature , - Mayor—Signature 1--i s� `; APP ed as to +," ;SNC 1920 : .k74/414.4{/tla ii,/r16 cOt i 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. • SUBREC •I• /Cf/. Su-r•"ipient Agency—Signature Robert A. Bertisch Executive Director 9/25/2025 Print Name Title STATE OF FLORIDA COUNTY OF PALM BEACH T e foreg ing instrument was acknowledged before me this day of Yb 20x5, by Personally, Known_OR Produced Identification Type of Identification Produced Seal NOTARY PUBLIC �'r� ��� +LZ11�. .�"'� •; JENNIFER L.ROTHMAN 07*,Signature � '-• •.. my CQMMISSION#HH 585037'�•�„-:.'°` EXPIRES:December 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 hori 'granted to the undersigned, the SUBRECIPIENT hereby certifies that nde• tan=s an• ill c• ` ply h its obligations as stated in this affidavit. / /%1 d. /1:0(/ Executive Director SUB• - •IEN Age c Signature Title Ro.ert A. Bertisch 9/25/2025 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 I 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 •'e :Ind' g h• • :nted o the undersigned,the SUBRECIPIENT hereby certifies that it understa•d .n• ill o .'y I its ligations as stated in both Part 1 and Part 2 this certification. Executive Director SU:' ' ' E Agency—S gnature Title Ro+ert A. Bertisch 9/25/2025 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 bi ding au, ori• gra •-d to t• • undersigned,the SUBRECIPIENT hereby certifies that it understa •s • d II •m• wit s obl'.; •tions as stated in this affidavit. !' Executive Director S -' '' EN Ag_nc = ignature Title R••ert A. Bertisch 9/25/2025 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 httus:Ilwww.SAM.Qw. 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 n n ut •ri ran . • to • undersigned, the SUBRECIPIENT hereby certifies that it understand n w con'p h : •bl : :tions as stated in this affidavit. j/ Executive Director SUBR T gen 4'- ature Title Rob t A. Bertisch 9/25/2025 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 S10,000 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 Form 5 Certification Regarding Lobbying (Continued) 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 t•e •ind ng thor' gr nted to the undersigned, the SUBRECIPIENT hereby certifies that it understan• a• • w c• ply h I obli. ions as stated in both Part 1 and Part 2 this certification. Executive Director SU;; ' "IE A e cy— igna re Title 'obert A. Bertisch 9/25/2025 Printed Name Date [REMAINDER OF PAGE LEFT BLANK] Community Development Block Grant Subaward Agreement—Form 5 City of Boynton Beach and Legal Aid Society of Palm Beach County, Inc. Page 2 of 2 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." 9/25 Date: , 2025 Signed: Enti Legal Aid Society of Palm Beach Countyme. Robert A. Bertisch ty Executive Director Title: STATE OF n COUNTY OF Rilm ma'r'l, The fore oing instrument was acknowledged before me, by means ofgphysical presence or El online notarization, this 'day of`X 1 , 20 aS , by Pi } (a7►1r , as for — ,. --- - who is personally known to me or who has 'rodu ed as identification. Notary Public Signature. • ad"' t� State of Florida at Large(Seal) Print Name: My commission expires: • !"r ` JENNIFER L.ROTHMAN MY COMMISSION#HH 585037 - :45 EXPIRES:December 17,2028 Community Development Block Grant Subaward Agreement Form 6 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): VMT7RKRMU3X3 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: 09/30/2026 Federal Award Budget Period Start and End Date: Start: 10/01/2025 End:09/30/2026 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: Rebecca Shelton, Mayor Information: Email: SheltonRabbfl.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 Communit Presentations $1,200.00 Legal Counseling 4 $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 2025 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. The following are hereby incorporated into this "Attachment 1" (Insurance Advisory Form) by reference: The City of Boynton Beach (4(..`s- DIVISION OF RISK MANAGEMENT 100 F.Ocean Averue S Boynton Beach,Florida 33435 \+� U (P): 561-742-6271 I (F): 561-742-6274 O} www.cx)ynton-teach,org VENDOR INSURANCE REQUIREMENTS — PROCUREMENT 1. INSURANCE REQUIREMENTS: The successful bidder/contractor/firm or individual entering a resulting contract with the City shall provide, pay for and maintain in full force and affect at all times during the services to be performed the applicable insurance as set forth below. (Proof that insurance meets the City's requirements must be provided prior to providing services to the City of Boynton Beach.) Commercial General Lability Coverage must be afforded under a Commercial General Liability policy with limits not less than: • $1,000,000 each occurrence • $3,000,000 annual aggregate for Bodily Injury, Personal Injury, and Advertising Injury • $1,000,000 per occurrence for Property Damage • $1,000,000 each occurrence and $2,000,000 project aggregate for Products and Completed Operations Policy must include coverage for Contractual Liability, Independent Contractors. Business Automobile Liability Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1,000,000 combined single limit each accident. If the Contractor does not own vehicles, the Contractor 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. Professional Liability/Malcractice Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits not less than: • $2,000,000 each occurrence • $3,000,000 annual aggregate Workers' Compensation and Employer's Liability Coverage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on behalf of the City must provide Workers' Compensation insurance of at least the statutory requirements in addition to Employer's Liability in the amount not less than $1,000,000 per accident. Exceptions and exemptions will be allowed by the City's Risk Management Department, if they are in accordance with Florida Statute. The Contractor and its insurance carrier waive all subrogation rights against the City, a political subdivision of the State of Florida, its officials, employees, and volunteers for all losses or damages. The City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from others or equivalent. AMERICA'S GATEWAY TO THE GL;LFSTREAM Contractor must be in compliance with all applicable State and federal workers' compensation laws, including the U.S. Longshore and Harbor Workers' Compensation Act or Jones Act, if applicable. For any Contractor who has exempt status as an individual, the City requires proof of Workers' Compensation insurance coverage for that Contractor's employees, leased employees, volunteers, and any workers performing work in execution of this Contract. If the Contractor has applied for a workers' compensation exemption, the City does not recognize this exemption to extend to the employees of the Contractor. The Contractor is required to provide proof of coverage for their employees, leased employees, volunteers and any workers performing work in execution of this Contract. This applies to all contractors including but not limited to the construction industry. Contractors Pollution Liability Coverage For sudden and gradual occurrences and in an amount not less than $1,000,000 per claim arising out of this Contract, including but not limited to, all hazardous materials identified under the Contract. Contractor must keep insurance in force until the third anniversary of expiration of this Contract or the third anniversary of acceptance of work by the CITY. Property Coverage (Builder's Risk) Coverage must be afforded in an amount not less than 100%of the total project cost, including soft costs, with a deductible of no more than $25,000 each claim. Coverage form shall include, but not be limited to: • All Risk Coverage including Flood and Windstorm with no coinsurance clause • Guaranteed policy extension provision • Waiver of Occupancy Clause Endorsement, which will enable the City to occupy the facility under construction/renovation during the activity • Storage and transport of materials, equipment, supplies of any kind whatsoever to be used on or incidental to the project • Equipment Breakdown for cold testing of all mechanized, pressurized, or electrical equipment For installation of property and/or equipment, Contractor must provide Builder's Risk Installation insurance to include coverage for materials or equipment stored at the project site, while in transit, or while stored at a temporary location. Coverage limit must be no less than replacement cost. This policy shall insure the interests of the owner, contractor, and subcontractors in the property against all risk of physical loss and damage, and name the City as a loss payee. This insurance shall remain in effect until the work is completed and the property has been accepted by the City. Insurance Certificate Requirements a. The Contractor shall provide the City with valid Certificates of Insurance (binders re unacceptable) no later than thirty (30) days prior to the start of work contemplated in this Contract. b. The Contractor shall provide a Certificate of Insurance to the City with a thirty (30) day notice of cancellation; ten (10) days' notice if cancellation is for nonpayment of premium. c. In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of the Contractor to provide the proper notice. Such notification will be in writing by registered mail, return receipt requested, and addressed to the certificate holder. d. In the event the Contract term goes beyond the expiration date of the insurance policy,the Contractor shall provide the City with an updated Certificate of Insurance no later than ten (10) days prior to the expiration of the insurance currently in effect. The City reserves the right to suspend the Contract until this requirement is met. e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form. If any coverage is provided on a claims-made form,the certificate will show a retroactive date,which should be the same date of the initial contract or prior. f. The City shall be named as an Additional Insured on all liability policies, with the exception of Workers' Compensation. AMERICA'S GATEWAY TO TIIE GULFSTREAM g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation insurance policy. h. The Contract, Bid/Contract number, event dates, or other identifying reference must be listed on the certificate. The Certificate Holder should read as follows: City of Boynton Beach Attn: Risk Management 100 E. Ocean Ave Boynton Beach, FL 33435 The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self- insured retention; including any loss not covered because of the operation of such deductible, co- insurance penalty, self-insured retention, or coverage exclusion or limitation. Any costs for adding the City as an Additional Insured shall be at the Contractor's expense. If the Contractor's primary insurance policy/policies do not meet the minimum requirements, as set forth in this Contract, the Contractor may provide an Umbrella/Excess insurance policy to comply with this requirement. The Contractor's insurance coverage shall be primary insurance as respects to the City, a political subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officials, employees, or volunteers shall be excess of Contractor's insurance and shall be non-contributory. Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of contract. All required insurance policies must be maintained until the contract work has been accepted by the City, and/or this Contract is terminated. Any lapse in coverage shall be considered breach of contract. In addition, Contractor must provide confirmation of coverage renewal via an updated certificate should any policies expire prior to the expiration of this Contract. The City reserves the right to review, at any time, coverage forms and limits of Contractor's insurance policies. All notices of any claim/accident (occurrences) associated with this Contract, shall be provided to the Contractor's insurance company and the City's Risk Management office as soon as practical. It is the Contractor's responsibility to ensure that all independent and subcontractors comply with these insurance requirements. All coverages for independent and subcontractors shall be subject to all of the requirements stated herein. Any and all deficiencies are the responsibility of the Contractor. NOTE: These are minimal insurance requirements. Additional insurance, (e.g., Sexual Assault and Molestation, etc.) may be required based upon the type of event, event location, and/or number of participants. Revised 04/25/2025 AMERICA'S GATEWAY TO THE GULFSTREAM AC EP® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 08/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTCODawn Lasky Burke Bogart&Brownell PHONE - FAX (561)750-9134 — 181 Crawford Blvd _INC,No,Ext): (NC,No): Boca Raton,FL 33432 ADDRLESs: dlasky@bbbins.com INSURERS)AFFORDING COVERAGE NAIC 0 INsuRERA: Technology Insurance Company Inc. 42376 INSURED Legal Aid Society of Palm Beach County,Inc. INSURER B: 423 Fern Street INSURER c: Suite 200 West Palm Beach,FL 33401 INSURER D`- INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE AWL SUER POLICY EFF POLICY EXP UNITS LTR INSR WVD POLICY NUMBER IMMIDD/YYYY) (MWDD/YYW) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PAGE-10 RENTED REMISES Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JPERCT O- LOC PRODUCTS-COMP/OP AGG S OTHER AUTOMOBILELWBILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA UAB OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION TWC4648761 08/28/2025 08/28/2026 ✓ sT( ATt/TE (E AND EMPLOYERS'UABIUTY ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N NIA E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below ! E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule.may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN City of Boynton Beach ACCORDANCE WITH THE POLICY PROVISIONS. 100 E.Ocean Avenue Boynton Beach,FL 33435 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ARD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/25/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SACT Lisa Kerestes John Sena Agency, Inc PHOon.No. t; (561)391-4661 I RANot(561)338-6551 6501 Congress Avenue, Suite 100 ao NESS, Ikerestes@thesenagroup.com Boca Raton, FL 33487 INSURER(S)AFFORDINGCOVERAGE NAICM INSURERA: CONTINENTAL CASUALTY COMPANY INSURED INSURER B: LEGAL AID SOCIETY OF PALM BEACH COUNTY, INC. INSURER C: 423 FERN STREET, STE. 200 INSUFtER D` WEST PALM BEACH, FL 33401 INSURERE - INSURER F: COVERAGES CERTIFICATE NUMBER: 00014908-0 REVISION NUMBER: 83 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ICY EXP LTRR TW 'TYPE OF INSURANCE INSD DDL SVD POLICY NUMBER (MMIUBR M/DD/YYYY) (MCY EFF YJDOtYWY) LIMITS A X cOMMERCIALGENERAL UABIUTY Y 7038961608 08/28/2025 08/28/2026 EACH OCCURRENCE $ 1,000,000 RENTED CLAIMS-MADE X OCCUR PPR IM SEs Ea occurrence) $ 1,000,000 MED EXP(My one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENL AGGREGATE LIMIT APPUES PER GENERAL AGGREGATE $ 2,000,000 X POLICY jEa LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILEUABIUTY 7038961608 08/28/2025 08/28/2026 (EaMaceIN�EDMSINGLELIMIT $ 1,000,000 —1 ANY AUTO BODILY INJURY(Per person) $ OSCHEDULED BODILY INJURY(Per adertt) $ AUTOS orONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) $ UMBRELLA UAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTIONS per{ $ WORKERS COMPENSATION PER STATUTEER AND EMPLOYERS'LIABILITY IANYPROPRIETOR/PARTNER,EXECUTIVE Y!N E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED, N/A (Mandatory in NH) EL DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES (ACORD 101,Adcltlonal Remarks Schedule,may be attached if more space is required) ATTORNEYS OR LAWYERS CITY OF BOYNTON BEACH,ITS OFFICERS, EMPLOYEES,AND AGENTS ARE ADDITIONAL INSURED WITH RESPECTS TO COMMERCIAL GENERAL LIABILITY AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CITY OF BOYNTON BEACH ACCORDANCE WITH THE POLICY PROVISIONS. PO BOX 310 BOYNTON BEACH, FL 33425 AUTHORIZED REPRESENTATIVE (LIK) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Printed by LIK on 08/25/2025 at 03 57PM AC® CERTIFICATE OF LIABILITY INSURANCE DATE(W.!IDD/YYYI) 5/1/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Acrisure Mid-Atlantic XS Program Insurance Agency, LLC PHONE FAX Acrisure Mid-Atlantic XS Program (A/c Nch Ext);703-739-2470 (ac,No):703-739-0761 E-MAIP.O. Box 25287 ADDRESS: New York NY 10087-5287 INSURER(S)AFFORDINGCOVERAGE NAM 0 ---------- - --— INSURERA:Lloyd's Syndicate 5886-Blenheim INSURED LEGAAID-37 INSURER B: Legal Aid Society Of Palm Beach County, Inc. 423 Fern Street Suite 200 INSURER C: West Palm Beach FL 33401 INSURERD: INSURER E: INSURER F. COVERAGES CERTIFICATE NUMBER:990868052 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF I POLICY DIP LIMITS ,JNSD:WVD POLICY NUMBER (MMIDD/YYYY)I(MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ GE TO RENTED CLAIMS-MADE OCCUR PPREEMMISES(Ea occurrence) I$ MED EXP(Any one person) .$ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ POLICY JPCT E ^i LOC PRODUCTS-COMP/OP AGG $ OTHER. $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ $ EXCESS(JAB CLAIMS-MADE UMBRELLA UAB OCCUR EACH OCCURRENCE 1 AGGREGATE $ DED RETENTION$ $ I WORKERS COMPENSATION 1 PER 1 OTH- AND EMPLOYERS'LIABILITYSTATUTE I ER ANYPROPRIETOR/PARTNER/EXECUTIVE Yi E.L EACH ACCIDENT 1$ OFFICER/MEMBER EXCLUDED? l I NIA (Mandatory in NH) E L DISEASE-EA EMPLOYEE $ 11 yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A 'Professional Liability 12434171210 5/1/2025 5/1/2026 $1,000,000 Each Claim $3,000,000 Agg Management Liability $1,000,000 Each Claim $3,000,000 Agg DESCRIPTioN OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Policy 2434171210 provides both Professional Liability and Management Liability coverages. City of Boynton Beach,its Officers,Employees and Agents are additional insureds with respect to the operations of the named insured.Claims made policy with no retroactive date,full prior acts coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Boynton Beach 100 E Ocean Avenue AUTHORIZED REPRESENTATIVE Boynton Beach FL 33435 040.; A tw..., ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD I Community Development Block Grant(CDBG) Subaward Agreement between City of Boynton Beach, Florida and Feeding South Florida, Inc. for a CDBG subaward of an amount not to exceed$16,750.00 from a federal award issued by U.S. Department of Housing and Urban Development for the specific purpose of Public Services Activity— Senior Meal Delivery Program. SUBAWARD COVERSHEET INTERNAL TABLE—FOR CITY INTERNAL USE ONLY City Contract No.: City Contract No. Resolution R25—230 City Manager's Office: Community Improvement Division CDBG Eligible Activity 24 CFR 570.201(e)— Public Services Activity— Senior Meal Delivery Program: 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 5 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 28 Community Development Block Subaward Grant Agreement—Coversheet City of Boynton Beach and Feeding South Florida, 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: Feeding South Florida, Inc., a Non-Profit Organization (the "SUBRECIPIENT") Entity Type: 501(c)(3) Not-for-Profit Principal Address: 4925 Park Ridge Blvd., Boynton Beach, FL 33426 Agreement Liaison Name: Allyson Vaulx, AVP of Philanthropy Email Address: grants@feedingsouthflorida.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 Feeding South Florida, Inc. Page 1 of 30 TABLE 2—SUBAWARD INFORMATION Subaward Project Public Services Activity — Senior Meal Delivery Program through a Description: Non-Profit 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 R25—230 Resolution Date: 09/2/2025 B. Federal Subaward Amount. The amount of the underlying subaward is: $16,750.00. 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 $16,750.00 (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 Feeding South Florida, 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: 09/30/2026, 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 9/30/2026. 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: Feeding South Florida, Inc. Attn: Allyson Vaulx, AVP of Philanthropy 4925 Park Ridge Blvd. Boynton Beach, Florida 33426 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 Feeding South Florida, 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 Feeding South Florida, 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. 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": Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 5 of 30 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 rozwadowskia@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. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 6 of 30 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: (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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 7 of 30 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. 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 8 of 30 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 7th of the month subsequent to the provision of services for which the City is being invoiced (January 7, 2026, April 7, 2026, July 7, 2026, and October 7, 2026). 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 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 9 of 30 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 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 10 of 30 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 Feeding South Florida, 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 7th of the month subsequent to the provision of services of which the SUBRECIPIENT is reporting (January 7, 2026, April 7, 2026, July 7, 2026, and October 7, 2026). 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 (7) 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 (7) 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 Feeding South Florida, 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 Feeding South Florida, 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 Feeding South Florida, 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 Feeding South Florida, 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 City Manager's Office 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 Feeding South Florida, 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, and three million dollars ($3,000,000) for annual 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 Feeding South Florida, 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 two million dollars ($2,000,000)per wrongful act or claim and three million dollars ($3,000,000) annual aggregate. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 18 of 30 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 ($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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 19 of 30 individuals hired, or performing services or work, pursuant to this Agreement shall be considered to 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 20 of 30 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 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 21 of 30 occurred. 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 Feeding South Florida, 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 Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 23 of 30 b. Allot an appropriate deadline by which the SUBRECIPIENT must provide its proposed cure to the City. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 24 of 30 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 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 25 of 30 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 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. 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. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 26 of 30 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 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 Exhibit A Required Information for Federal Subawards Schedule Exhibit B Scope of Services Exhibit C Budget Attachment 1 Insurance Advisory Form Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, Inc. Page 27 of 30 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, 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 Feeding South Florida, 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 W NESS OF THE FOREGOING, the parties have set their hands and seals on this (791-4day of 4).1,e rw ,r , 20Z CITY OF BOYNTON BEACH, FLORIDA: JEST: a CO e------ IIP i / / City Cler - ` gnature ,, ..�� 'Mayor- Signature s pY N Top i/ O'G�FtFORgT ��+{? '`�' SEAL.�� Appr v d as to for : ; c5 .y , �%W /6 1o INCORPORATED: +t, •,� •1920 , City Attorney-Signature , •••..•• ;/ %'"‘ FLORID?.' SUBRECIPIENT SIGNATURE ON FOLLOWING PAGE Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, 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. SURRECIPI N ' AGENCY: Subrecipient a gency—Signature ZGL u U� —Pre si GCP t4.1- a'i C Eo Print Name Title STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this 2L-May of eIYl' ( 20 Z5, by Cc vOeZ - Personally, Known OR Produced Identification Type of Identification Produced �v ,ver LIC�t'1S_�'— - Seal NOTARY PUBLIC ,,; IVONNE RODRIGUEZ gip` ifieNotary Public-State of Florida '• �' = Commission IfHH 41396 Notary—Signature ?`�Til►�? My Commission Expires °'u � January 22, 2028 IVO �odV\ e - . Print Name Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, 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 httos://e-venfy.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 bind-• : : thority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands a•d will comply with its obligations as stated in this affidavit. t S�t;�uta a•'`(,1 Cc U SUBRECIPIE T Age cy—Signature Title ►ac o i Q u ft 91.241 Es Printed Name Date Community Development Block Grant Subaward Agreement—Form 1 City of Boynton Beach and Feeding South Florida, 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. I 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 Feeding South Florida, 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. -PPP ic)21?(A._ u,tSUBR IPIEN Agency—Signature Title uLO lL2q 91 7-Li 12s Printed Name Date Community Development Block Grant Subaward Agreement—Form 2 City of Boynton Beach and Feeding South Florida, 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 SUBRECIPIENTI 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 understan• : • • III comply with its obligations as stated in this affidavit. (\p5W•ttu1( ckuJ C SUBR:CI"IENT Agency— Signature Title GIi,f1I2 Printed Name Date Community Development Block Grant Subaward Agreement-Form 3 City of Boynton Beach and Feeding South Florida, Inc. Page 1 of 1 Form 4 Federal Suspension and Debarment Certification COMPLETION OF THIS FORM IS REQUIRED FOR ALL. Sa-) RE^!nIENTS Please note that the City will verify that the SUBRECIPIENT has an active registration with SAM.gov on https:liwww.SAM.goi. 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 . • omply with its obligations as stated in this affidavit. -wmg ( � I c uta (tu SUBR:CIPI- T Agency—Signature Title Printed Name Date Community Development Block Grant Subaward Agreement— Form 4 City of Boynton Beach and Feeding South Florida, 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 Feeding South Florida, Inc. Page 1 of 2 Form 5 Certification Regarding Lobbying (Continued) 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 bindi' • thority granted to the undersigned, the SUBRECIPIENT hereby certifies that it understands and w' comp with its obligations as stated in both Part 1 and Part 2 this certification. G Si CLL& G Lkd L"C SUBRECIPI NT A.:ncy—Signature Title Printed Name Date [REMAINDER OF PAGE LEFT BLANK] Community Development Block Grant Subaward Agreement—Form 5 City of Boynton Beach and Feeding South Florida, Inc. Page 2 of 2 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 i '-cton 787.06, Florida Statutes, entitled"Human Trafficking." Date: >(-2 ve , 20 2Signed: Entity: X l A`;1 4-kti VtOici4 Name: Fa C° V e Title: -1"V` `&!\ au C�") STATE OF d COUNTY OF BriWQ1d The foregoing instrument was acknowledged before me, by means of 0 physical presence or 0 online notarization, this LutnJc ay of� Q1T'hC'►� , 20 2 j , by YQC O vele Z ,as +pfesideo4 oeo SEC_ for FQ CUn FICX id G - __,who is personally known to me or who produ d Dr \J JCe►'ISQ _ as identification. Notary Public Signature: State of Florida at Large (Seal) Print Name: \' Otf C E My commission expires: H H qq*K3ci LD ;,` ;�o, IVONNE RODRIGUEZ ;?�`/��'�;Notary Public-State of Florida Commission # HH 448396 " My Commission Expires /MI January 22, 2028 Community Development Block Grant Subaward Agreement Form 6 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): Feeding South Florida, Inc SUBRECIPIENT's Unique Entity Identifier(UEI): Z6MBJ8KL9MX1 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: 09/30/2026 Federal Award Budget Period Start and End Date: Start: 10/01/2025 End: 09/30/2026 Amount of Federal Funds obligated by this action by the $16,750.00 Pass-Through Entity to the SUBRECIPIENT: Total Amount of Federal Funds Obligated to the SUBRECIPIENT by the Pass-Through Entity including $16,750.00 the current financial obligation: Total Amount of the Federal Award committed to the $16,750.00 SUBRECIPIENT by the Pass-Through Entity: Federal subaward Project Description: 24 CFR 570.201(e) — Public Services Activity— ICare Program; 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: Rebecca Shelton, Mayor Information: Email: SheltonR(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 permit the Pass-Through Entity and auditors to have Yes, see: Article 14 ("Maintenance, access to the SUBRECIPIENT's records and financial Retention, and Access to Records") and Requirements"). Article 16 "Audit Re " statements?: ( q ) 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 Feeding South Florida, Inc. Page 1 of 1 Exhibit B Scope of Services Senior Meal Delivery Program Scope of Services The goal of Feeding South Florida's Senior Meal Delivery Program is to help low-income, homebound older adults achieve health stability by addressing the underlying obstacles of access to nutritious food. Malnourishment, insufficient caloric intake and an unbalanced diet lead to poor health outcomes. This program addresses two main concerns facing one of South Florida's most vulnerable populations: social isolation and food insecurity. Seniors experience higher homebound rates due to limited mobility, transportation and financial means. CDBG funding will pay for activity delivery cost, including partial salary of delivery driver, food purchase to prepare the meals, and vehicle mileage to deliver the meals. CDBG funds will allow us to increase the caseload and to serve 9 additional seniors in Boynton Beach. 9 seniors will be provided with 240 meals each, for one year, totaling 2,160 meals. Community Development Block Grant Subaward Agreement City of Boynton Beach and Feeding South Florida, 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 Staff Salary and fringe benefits _ _ $960.00 _ Food for Meals $15,638.00 Mileage $152.00 Totals $16,750.00 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 2025 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 Feeding South Florida, Inc. The following are hereby incorporated into this "Attachment 1" (Insurance Advisory Form) by reference: The City of Boynton Beach (cr SY o DIVISION OF RISK MANAGEMENT 100 E.Ocean Avenue = Boynton Beach,Florida 33435 (P): 561-742-6271 1 (F): 561-742-6274 �� www.boynton-beach.orq �10N t' VENDOR INSURANCE REQUIREMENTS - PROCUREMENT 1. INSURANCE REQUIREMENTS: The successful bidder/contractor/firm or individual entering a resulting contract with the City shall provide, pay for and maintain in full force and affect at all times during the services to be performed the applicable insurance as set forth below. (Proof that insurance meets the City's requirements must be provided prior to providing services to the City of Boynton Beach.) Commercial General Liability Coverage must be afforded under a Commercial General Liability policy with limits not less than: • $1,000,000 each occurrence • $3,000,000 annual aggregate for Bodily Injury, Personal Injury, and Advertising Injury • $1,000,000 per occurrence for Property Damage • $1,000,000 each occurrence and $2,000,000 project aggregate for Products and Completed Operations Policy must include coverage for Contractual Liability, Independent Contractors. Business Automobile Liability Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1,000,000 combined single limit each accident. If the Contractor does not own vehicles, the Contractor 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. Professional Liability/Malpractice Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits not less than: • $2,000,000 each occurrence • $3,000,000 annual aggregate Workers' Compensation and Employer's Liability Coverage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on behalf of the City must provide Workers' Compensation insurance of at least the statutory requirements in addition to Employer's Liability in the amount not less than $1,000,000 per accident. Exceptions and exemptions will be allowed by the City's Risk Management Department, if they are in accordance with Florida Statute. The Contractor and its insurance carrier waive all subrogation rights against the City, a political subdivision of the State of Florida, its officials, employees, and volunteers for all losses or damages. The City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from others or equivalent. AMERICA'S GATEWAY TO THE GULFSTREAM Contractor must be in compliance with all applicable State and federal workers' compensation laws, including the U.S. Longshore and Harbor Workers' Compensation Act or Jones Act, if applicable. For any Contractor who has exempt status as an individual, the City requires proof of Workers' Compensation insurance coverage for that Contractor's employees, leased employees, volunteers, and any workers performing work in execution of this Contract. If the Contractor has applied for a workers' compensation exemption, the City does not recognize this exemption to extend to the employees of the Contractor. The Contractor is required to provide proof of coverage for their employees, leased employees, volunteers and any workers performing work in execution of this Contract. This applies to all contractors including but not limited to the construction industry. Contractors Pollution Liability Coverage For sudden and gradual occurrences and in an amount not less than $1,000,000 per claim arising out of this Contract, including but not limited to, all hazardous materials identified under the Contract. Contractor must keep insurance in force until the third anniversary of expiration of this Contract or the third anniversary of acceptance of work by the CITY. Property Coverage (Builder's Risk) Coverage must be afforded in an amount not less than 100% of the total project cost, including soft costs, with a deductible of no more than $25,000 each claim. Coverage form shall include, but not be limited to: • All Risk Coverage including Flood and Windstorm with no coinsurance clause • Guaranteed policy extension provision • Waiver of Occupancy Clause Endorsement, which will enable the City to occupy the facility under construction/renovation during the activity • Storage and transport of materials, equipment, supplies of any kind whatsoever to be used on or incidental to the project • Equipment Breakdown for cold testing of all mechanized, pressurized, or electrical equipment For installation of property and/or equipment, Contractor must provide Builder's Risk Installation insurance to include coverage for materials or equipment stored at the project site, while in transit, or while stored at a temporary location. Coverage limit must be no less than replacement cost. This policy shall insure the interests of the owner, contractor, and subcontractors in the property against all risk of physical loss and damage, and name the City as a loss payee. This insurance shall remain in effect until the work is completed and the property has been accepted by the City. Insurance Certificate Requirements a. The Contractor shall provide the City with valid Certificates of Insurance (binders re unacceptable) no later than thirty (30) days prior to the start of work contemplated in this Contract. b. The Contractor shall provide a Certificate of Insurance to the City with a thirty (30) day notice of cancellation; ten (10) days' notice if cancellation is for nonpayment of premium. c. In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of the Contractor to provide the proper notice. Such notification will be in writing by registered mail, return receipt requested, and addressed to the certificate holder. d. In the event the Contract term goes beyond the expiration date of the insurance policy, the Contractor shall provide the City with an updated Certificate of Insurance no later than ten (10) days prior to the expiration of the insurance currently in effect. The City reserves the right to suspend the Contract until this requirement is met. e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form. If any coverage is provided on a claims-made form, the certificate will show a retroactive date, which should be the same date of the initial contract or prior. 1. The City shall be named as an Additional Insured on all liability policies, with the exception of Workers' Compensation. AMERICA'S GATEWAY TO THE GULFSTREAM g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation insurance policy. h. The Contract, Bid/Contract number, event dates, or other identifying reference must be listed on the certificate. The Certificate Holder should read as follows: City of Boynton Beach Attn: Risk Management 100 E. Ocean Ave Boynton Beach, FL 33435 The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self- insured retention; including any loss not covered because of the operation of such deductible, co- insurance penalty, self-insured retention, or coverage exclusion or limitation. Any costs for adding the City as an Additional Insured shall be at the Contractor's expense. If the Contractor's primary insurance policy/policies do not meet the minimum requirements, as set forth in this Contract, the Contractor may provide an Umbrella/Excess insurance policy to comply with this requirement. The Contractor's insurance coverage shall be primary insurance as respects to the City, a political subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officials, employees, or volunteers shall be excess of Contractor's insurance and shall be non-contributory. Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of contract. All required insurance policies must be maintained until the contract work has been accepted by the City, and/or this Contract is terminated. Any lapse in coverage shall be considered breach of contract. In addition, Contractor must provide confirmation of coverage renewal via an updated certificate should any policies expire prior to the expiration of this Contract. The City reserves the right to review, at any time, coverage forms and limits of Contractor's insurance policies. All notices of any claim/accident (occurrences) associated with this Contract, shall be provided to the Contractor's insurance company and the City's Risk Management office as soon as practical. It is the Contractor's responsibility to ensure that all independent and subcontractors comply with these insurance requirements. All coverages for independent and subcontractors shall be subject to all of the requirements stated herein. Any and all deficiencies are the responsibility of the Contractor. NOTE: These are minimal insurance requirements. Additional insurance, (e.g., Sexual Assault and Molestation, etc.) may be required based upon the type of event, event location, and/or number of participants. Revised 04/25/2025 AMERICA'S GATEWAY TO THE GULFSTREAM l R ACORL) CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDfYYYY) 9/24/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME- Andrea Thompson Arthur J. Gallagher Risk Management Services, LLC PHONE 678-393-5209 FAX 1050 678-3935220 1050 Crown Pointe Parkway, Suite 600 E-MAIL°' , -- Atlanta GA 30338 ADDRESS: andrea_thompson@ajg.com INSURERS)AFFORDING COVERAGE NAIC• INSURER A:Alliance of Nonprofits for Insurance Grp 10023 INSURED FEEDSOU-02 INSURER B:Swiss Re Corporate Solutions Elite Insurance Corpo 29700 Feeding South Florida Inc. 2501 SW 32nd Terace INsuReec:AmFed Casualty Insurance Company 11963_ Pembroke Park FL 33023 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1750774090 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NORADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE _--- - LTRINSD WVD POLICY NUMBER (MWDO YYYY) IMMVDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 02-CP-0035251-01-08. 2/2/2025 2/2/2026 EACH OCCURRENCE $1,000,000 DAMATO RENTED CLAIMS-MADE X OCCUR PREMISES(Es occurrence) $1,000,000 — MED EXP(My one person) $20,000 PERSONAL 8 ADV INJURY $1,000,000 _ GE I_AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $3,000,000 Km-ICYl l,ECT X I LOC PRODUCTS-COMP/OP AGO $3,000.000 OTHER $ B AUTOMOBILE LIABILITY CWA0030735-08 2/2/2025 2/2/2026 COMBINED SINGLE LIMIT S 1,000,000 _gs accident) ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Pereccldsnt) $ - AUTOS ONLY AUTOS --- HIRED NON-OWNED PROPERTY DAMAGE $ J AUTOS ONLY pI AUTOS ONLY (Per accident) A X UMBRELLA UAB X OCCUR 02-UB-0035251-01.08 2/2/2025 2/2/2026 EACH OCCURRENCE ^$3,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE — $3,000,000 -- DED RETENTION$ _ $ c WORKERS COMPENSATION Y WC125-6007302 9/18/2025 9/18/2028 X gTANTE ER AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y� N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) El.DISEASE-EA EMPLOYEE $1,000,000 M es,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Auto Physical Damage CWA0030735-08 2/2/2025 2/2/2026 Comp/Collision Dad $3,000/$3.000 A Sexual Abuse 02-CP-0035251-01-08 2/2/2025 2/2/2026 General Aggregate $1,000,000 Each Claim Limit $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached H more space Is required) Professional Liability-Alliance of Nonprofits for Insurance-Policy#02-CP-0035251-01-08.-Policy Period: 02/2/2025-02/2/2026-Limit of Liability$1,000,000 each occurrence/$3,000,000 general aggregate. Liquor Liability-Alliance of Nonprofits for Insurance-Policy#02-CP-0035251-01-08.-Policy Period:02/2/2025-02/2/2026-Limit of Liability$1,000,000 each common cause limit/$1,000,000 general aggregate. City of Boynton Beach.is included as additional insured as respects General Liability Policy,pursuant to and subject to the policy's terms,definitions,conditions and exclusions.Waiver of Subrogation applies to additional insured,as respects workers compensation policy,pursuant to and subject to the policy's terms, definitions,conditions and exclusions CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Boynton Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management 100 E. Ocean Ave AUTHORIZED REPRESENTATIVE Boynton Beach FL 33435 £: ` AA,/ ®1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE