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HomeMy WebLinkAboutRES 19-054, RESOLUTION NO. 19-054 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to execute a contract, substantially in the form attached hereto as Exhibit 1," with Triangle Area Network for the Continuum of Care (CoC) Grant through the United States Department of Housing and Urban Develop ment;.and, The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 19th day of March, 2019. - M4ybr Becky Ames - AICA S:ITA OIPFOSTUWITT BEAUMON* r•s*x•nas AGREEMENT BETWEEN THE CITY OF BEAUMONT AND TRIANGLE AREA NETWORK f2t EO'IIAL MDUSV4 OPPORTUNITY This Agreement is made and entered into between the City of Beaumont; Texas, hereinafter referred to as CITY, and Triangle Area Network, hereinafter referred to as SUBRECIPIENT pursuant to the authority of Resolution 19- , passed by the Beaumont City Council on ` , 2019. This assistance will be funded in whole by the U.S. Department of Housing and Urban Development, Continuum of Care Program. WHEREAS, City has designated the Department of Community Development Block Grants Administration responsible for the administration of this Agreement and all matters pertaining thereto; and; WHEREAS, the Continuum of Care Program (CoQ is authorized by Title IV, subtitle F, of the Stewart B. McKinney Homeless Assistance Act (the McKinney Act) (42 U.S.C. 11403- 11407b). CoC is designed to provide rental assistance, in connection with supportive services for hard -to -serve homeless persons with disabilities (primarily those who are seriously mentally ill; have chronic problems with alcohol, drugs, or both; or have acquired immunodeficiency syndrome (AIDS) and related diseases) and their families; WHEREAS, the U.S. Department of Housing and Urban Development has awarded CITY a grant in the amount of $154,808.00 under the FY2018 Continuum of Care TRA Program, grant #TX0219L6E071710-TRA, to administer and provide tenant -based rental assistance (TRA) of (17) scattered site units for a period of one year, and; WHEREAS, in the FY18 grant CITY has engaged SUBRECIPIENT as the agency that would administer the rental assistance subsidies provided under the program; NOW, .THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and the performance and accomplishment of the conditions hereinafter described. 1. TERM Subject to the provisions of this Grant Agreement, the CITY will make funding assistance available to SUBRECIPIENT upon execution of the Grant Agreement by both parties. The grant period will extend from the 1St day of February, 2019 through the 31St day of January, 2020 unless sooner terminated in accordance with Section 25, Termination. EXHIBIT "1" 2. RESPONSIBILITIES SUBRECIPIENT hereby accepts the responsibility for the performance of all services and activities described as set forth in Exhibit A, and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY will consider SUBRECIPIENT's Executive Officer to be SUBRECIPIENT's representative responsible for the management of all contractual matter pertaining hereto, unless written notification to the contrary is received from SUBRECIPIENT, and approved by CITY. Pursuant to receiving the equivalent amount of fund from the U.S. Department of Housing and Urban Development, The City has allocated the sum of $154,808.00 to be expended under this contract. Unless an/ amendment to this contract otherwise provides, that amount shall in no event be exceeded and the City shall under to circumstance be required to pay in excess of that amount. The CITY'S CDBG Manager will be CITY'S representative responsible for the administration of this Agreement. 3. CITY'S OBILIGATION A. Limit of Liability. CITY will reimburse SUBRECIPIENT for expenses incurred pursuant and in accordance with the project budget attached hereto as Exhibit C and the Statement of Work herein attached as Exhibit A and incorporated herein by reference. Notwithstanding any other provision of the Agreement, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $154,808.00. B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by SUBRECIPIENT and receipt of a request for payment with appropriate documentation of expenditures, CITY shall make payments to SUBRECIPIENT based on the Project Budget attached hereto and incorporated herein for all purposes as Exhibit C, subject to the limitations and provisions set forth in this Section and Section 7 of this Agreement. Payments may be contingent upon certification of the SUBRECIPIENT'S financial management system in accordance with the standards specified in OMB Circular A-110, attached hereto as Exhibit D and incorporated herein by reference. The parties expressly understand and agree that the CITY'S obligations under this Section are contingent upon the actual receipt of adequate Shelter Plus Care (S+C) funds to meet CITY'S liabilities under this Agreement. If adequate funds are not available to make payments under this Agreement, CITY shall notify SUBRECIPIENT in writing within a reasonable time after such fact has been determined. CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section or terminate the Agreement. If S+C funds eligible for use for purposes ,of this Agreement are reduced, CITY shall not be liable for further payments due to SUBRECIPIENT under this Agreement 2. It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of Beaumont. 3. CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed or is subject to payment or reimbursement, from any other source; (b) was incurred prior to the beginning date, or, without prior approval from CITY, after the ending date specified in Section 1; (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) reimbursement from CITY has not been requested within 90 calendar days following billing to SUBRECIPIENT, or termination of the Agreement, whichever date is earlier; or (e) is not an allowable cost as defined by Section 10 of this Agreement or the project budget. 4. CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of SUBRECIPIENT requiring prior written authorization from CITY, or after CITY has requested that SUBRECIPIENT furnish data concerning such action prior to proceeding farther, unless and until CITY advises SUBRECIPIENT to proceed. 5. CITY shall not be obligated or liable under this Agreement to any party other than SUBRECIPIENT for payment of any monies or provision of any goods or services. 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A: SUBRECIPIENT understands that funds provided pursuant to this Agreement are funds which have been made available to CITY by the Federal Government (U.S. Department of Housing and 'Urban Development) under the Title IV, Subtitle F, of the Stewart B. McKinney Homeless Assistance Act, as amended, in accordance with an approved Grant Application and specific assurances. The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon SUBRECIPIENT by law or administrative ruling, or to narrow the standards which SUBRECIPIENT must follow. SUBRECIPIENT further assures and certifies that if the regulations and issuances promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 23 of this Agreement. SUBRECIPIENT agrees to abide by the conditions of and comply with the requirements of the Office of Management and Budget Circulars Nos. A-110, A-122, A-87 and A-133 as applicable. B. SUBRECIPIENT shall comply with all applicable federal laws, laws of the State of Texas, ordinances of the City of Beaumont and local program requirements. C. SUBRECIPIENT is required to comply with the applicable uniform administrative requirements as described in 241CFR 582 and 24 CFR 582.400 subpart E Exhibit B, with the exceptions noted below: 1. SUBRECIPIENT does not assume CITY'S environmental responsibilities described at CFR 582.230; and 2. SUBRECIPIENT does not assume the CITY'S responsibility for initiating the review process under the provisions of 24 CFR Part 582. 5. REPRESENTATIONS A. SUBRECIPIENT assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. B. The person or persons signing and executing this Agreement on behalf of SUBRECIPIENT, does hereby warrant and guarantee that he; she, or they have been fully authorized by . SUBRECIPIENT to execute this Agreement on behalf of SUBRECIPIENT and to validly and legally bind SUBRECIPIENT to all terms, performances and provisions herein set forth. C. CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority -of either SUBRECIPIENT or the person signing the Agreement to enter into this Agreement. SUBRECIPIENT is liable to CITY for any money it has received from CITY for performance of the provisions of this agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section. D. SUBRECIPIENT agrees that the funds and resources provided SUBRECIPIENT under the terms of this Agreement will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, SUBRECIPIENT had this Agreement not been executed. 6. PERFORMANCE BY SUBRECIPIENT SUBRECIPIENT will provide, oversee, administer, and carry out all of the activities and services set out in the Statement of Work, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in the Project Budget, Exhibit C, attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in accordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be made in the Statement of Work without the prior written approval of the City's Community Development Grants Administrator. 7. PAYMENTS TO SUBRECIPIENT A. Payments to SUBRECIPIENT. The CITY shall pay to the SUBRECIPIENT a maximum amount of money totaling $154,808.00 for services rendered under this Agreement. CITY will pay these funds on a reimbursement basis to the SUBRECIPIENT within thirty days after CITY has received approved supporting documentation of eligible expenditures. SUBRECIPIENT'S failure to request reimbursement on a timely basis may jeopardize present or future funding. Funds are to be used for the sole purpose of providing services described in the Statement of Work herein attached as Exhibit A and based on the Project Budget herein attached as Exhibit C. B. Excess Payment. SUBRECIPIENT shall refund to CITY within ten working days of CITY'S request, any sum of money which has been paid by CITY and which CITY at any time thereafter determines: 1. has resulted in overpayment to SUBRECIPIENT; or 2. has not been spent strictly in accordance with the terms of this Agreement; or 3. is not supported by adequate documentation to fully justify the expenditure. C. Disallowed Costs: Upon termination of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disapproved as a result of any auditing or monitoring by CITY, the U. S. Department of Housing and Urban Development, or any other Federal agency, SUBRECIPIENT will refund such amount to CITY within ten working days of a written notice to SUBRECIPIENT, which specifies the amount disallowed. Refunds of disallowed costs may not be made from these or any funds received from or through CITY. D. Reversion of Assets. Upon expiration of this Agreement, SUBRECIPIENT shall transfer to the CITY any CoC/SPC funds on hand at the time. of expiration and any accounts receivable attributable to the use of CoC/SPC funds. If CITY finds that SUBRECIPIENT is unwilling and/or unable to comply with any of the terms of this Contract, CITY may require a refund of any and all money expended pursuant to this Contract by SUBRECIPIENT, as well as any remaining unexpended funds which shall be refunded to CITY within ten working days of written notice to SUBRECIPIENT to revert these financial assets. The revision of these financial assets shall be in addition to any other remedy available to CITY either at law or in equity for breach of this Contract. 8. WARRANTIES SUBRECIPIENT represents and warrants that: A. All information, reports and data heretofore or hereafter requested by CITY and furnished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY. B. Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the financial condition of SUBRECIPIENT on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of SUBRECIPIENT. C. No litigation or legal proceedings are presently pending or threatened against SUBRECIPIENT. D. None of the provisions herein contravene or are in conflict with the authority under which SUBRECIPIENT is doing business or with the provisions of any existing indenture or agreement of SUBRECIPIENT. E. SUBRECIPIENT has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of SUBRECIPIENT are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by SUBRECIPIENT to CITY. G. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. 9. COVENANTS A. During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, SUBRECIPIENT shall not, without the prior written consent of the Community Development Administrator or his authorized representative: 1. Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of SUBRECIPIENT now owned or hereafter acquired by it, or permit any pre-existing mortgages, liens, or other encumbrances to remain on, or attached to any assets of SUBRECIPIENT which are allocated to the performance of this Agreement and with respect to which CITY has ownership hereunder. 2. Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due. 3. Sell, convey, or lease all or substantial part of its assets. 4. Make any advance or loan to, or incur any liability for any other firm., person, entity or corporation as guarantor, surety, or accommodation endorser. 5. Sell, donate, loan or transfer any equipment or item of personal property purchased with funds paid to SUBRECIPIENT by CITY, unless CITY authorizes such transfer. B. SUBRECIPIENT agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. 10. ALLOWABLE COSTS A. Costs shall be considered allowable only if incurred directly and -specifically in the performance of and in compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and C. B. Approval of SUBRECIPIENT'S project budget, Exhibit C, does not constitute prior written approval, even though certain items may appear herein. CITY'S prior written authorization is required in order for the following to be considered allowable costs: 1. CITY shall not be obligated to any third parties, including any subrecipients of SUBRECIPIENT, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement. 2. Out of town travel. 3. Any alterations or relocation of the facilities on and in which the activities specified in Exhibit A are conducted. 4. Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit C. 5. Costs or fees for temporary employees or services. 6. Any fees or payments for consultant services. 7. Fees for attending out of town meetings, seminars or conferences. Written requests for prior approval are SUBRECIPIENT'S responsibility and shall be made within sufficient time to permit a thorough review by CITY. SUBRECIPIENT must obtain written approval by CITY prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property. Any procurement -or purchase which may be approved under the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. C. Equipment purchased by SUBRECIPIENT will be affixed with an asset tag by a Community Development representative and will remain in inventory for a period of five (5) years. During inventory period the equipment, belonging to the Department of Housing and Urban Development is to be used to carry out the proposed activities described in the Statement of Work, Attachment A, and as such may not be sold, donated, or destroyed. After the inventory period, ownership of the equipment will revert to the SUBRECIPIENT'with all rights thereof. ' MI It ._4_ L/_8 1► EV -131/_I_ A. For purposes of this Agreement, program income means earnings of SUBRECIPIENT realized from activities resulting from this Agreement or from SUBRECIPIENT'S management of funding provided or received hereunder. Such earnings include, but are not limited to, income from interest, usage of rental or lease fees, income produced from contract -supported services of individuals or employees or from the use or sale of equipment or facilities of SUBRECIPIENT provided as a result of this Agreement, and payments from clients or third parties for services rendered by SUBRECIPIENT under this Agreement. B. SUBRECIPIENT shall maintain records of the receipt and disposition of program income in the same manner as required for other contract funds, and reported to CITY in the format prescribed by CITY. CITY and SUBRECIPIENT agree, that any fees collected for services performed by SUBRECIPIENT shall be used for payment of costs associated with service provision. Revenue remaining after payment of all program expenses for service provision shall be considered Program Income and shall be subject to all the requirements of this Agreement and the regulations found at CFR 24, Section 570.504. C. SUBRECIPIENT shall include this Section in its entirety in all of its sub -contracts which involve other income producing services or activities. D. It is SUBRECIPIENT'S responsibility to obtain from CITY a prior determination as to whether or not income arising directly or indirectly from this Agreement, or the performance thereof, constitutes program income. SUBRECIPIENT is responsible to CITY for the repayment of any and all amounts determined by CITY to be program income, unless otherwise approved in writing by CITY. 12. MAINTENANCE OF RECORDS A. SUBRECIPIENT agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received under this Agreement, in compliance with .the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management including OMB circulars A-87, A-110, A-122 and A-133 as applicable; Title 24 CFR Section 582 as it pertains to costs incurred, audits, program income, administration and other activities and functions. SUBRECIPIENT'S record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Nothing in this Section shall be construed to relieve SUBRECIPIENT of fiscal accountability and liability under any other provision of this Agreement or any applicable law. SUBRECIPIENT shall include the substance of this provision in all subcontracts. B. SUBRECIPIENT agrees to retain all books, records, documents, reports and written accounting procedures pertaining to the, operation of programs and expenditures of funds under this Agreement for five years after all funds have been expended. C. Nothing in the above subsections shall be construed to relieve SUBRECIPIENT of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. D. At any reasonable time and as often as CITY may deem necessary the SUBRECIPIENT shall make available to CITY, the U. S. Department of Housing and Urban Development, or any of their authorized representatives, all of its records and shall permit CITY, the U. S. Department of Housing and Urban Development, or any of their authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives. 13. REPORTS AND INFORMATION At such times and in such form as CITY may require SUBRECIPIENT shall,fiu-nish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. SUBRECIN ENT shall submit beneficiary and financial reports to the CITY, as requested, at least once and not to exceed quarterly during the program year. The beneficiary "report shall detail client information, including race, income, female head of household and other statistics required by the CITY. The financial report shall include information and data relative to all programmatic and financial reporting as of the beginning date specified in Section 1 of this Agreement. Beneficiary and financial reports shall be due to CITY within 15 working days after request by CITY. Unless the CITY has granted a written exemption, SUBRECIPIENT shall submit a copy of any audit conducted by independent examiners in accordance with Generally Accepted Accounting Principles. If the SUBRECIPIENT receives more than $750,000 in federal funding, the audit must be conducted in accordance with OMB Circular A-133 as applicable. 14. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of SUBRECIPIENT'S performance under this Agreement. B. SUBRECIPIENT agrees that the CITY may carry out monitoring and evaluation activities to ensure adherence by SUBRECIPIENT to the Statement of Work attached hereto as Exhibit A, as well as other provisions of this Agreement. C. SUBRECIPIENT agrees to cooperate fully with the CITY in the development, implementation and maintenance of record-keeping systems and to provide data determined by the CITY to be necessary for the CITY to effectively fulfill its monitoring and evaluation responsibilities. D. SUBRECIPIENT agrees to cooperate in such a way so as not to obstruct or delay the CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff. E. After each official monitoring visit, the CITY shall provide the SUBRECIPIENT with a written report of monitoring findings documenting findings and concerns that will require a written response to the CITY. An acceptable response must be received by the CITY within sixty (60) days from the SUBRECIPIENT'S receipt of the monitoring report or audit review letter. Future 'contract payments can be withheld for the SUBRECIPIENT'S failure to submit a response within sixty (60) days. F. The SUBRECIPIENT shall submit copies of any fiscal, management, or audit reports by any of the SUBRECIPIENT'S funding or regulatory bodies to the CITY within five working days of receipt by the SUBRECIPIENT. n. DIRECTOR'S MEETINGS During the terms of this Agreement, at the request of the CITY, SUBRECIPIENT shall cause to be delivered to the CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notices, if so requested, shall be delivered to the CITY in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. SUBRECIPIENT understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors meetings. Minutes of all meetings of the SUBRECIPIENT'S governing body shall be available, and upon request, be provided to the CITY within ten days after Board approval. 16. INSURANCE A. SUBRECIPIENT shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. B. The premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, - shall be covered by liability insurance, commonly referred to as Owner/Tenant coverage with the CITY named as additional insured. Upon request of the SUBRECIPIENT, the CITY may, at its sole discretion, approve alternate insurance coverage arrangements. C. SUBRECIPIENT will comply with applicable workers compensation statues and will obtain employers liability coverage where available and other appropriate liability coverage for program participants, if applicable. D. SUBRECIPIENT will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by SUBRECIPIENT. All employees of SUBRECIPIENT who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance. Evidence of the employee's valid Texas driver's license and automobile liability insurance. Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in SUBRECIPIENT'S files. E. Actual losses not covered by insurance as required by this Section are not allowable under this Agreement, and remain the sole responsibility of the SUBRECIPIENT. F. The policy or policies of insurance shall contain a clause which requires that the CITY and the SUBRECIPIENT be notified in writing of any cancellation or change in policy at least thirty (3 0) days prior to such change or cancellation. 17. CIVIL RIGIITS/EQUAL OPPORTUNITY A. SUBRECIPIENT shall comply with all applicable equal opportunity and affirmative action laws or regulations. The SUBRECIPIENT shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, gender, age or disability. The SUBRECIPIENT will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. B. The SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Executive Order 11246 as amended by Executive Orders 11375 and 12086. C. SUBRECIPIENT will furnish all information and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and Federal rules and regulations. D. In the event of SUBRECIPIENT'S non-compliance with the non-discrimination requirements, the CITY may cancel or terminate this Agreement in whole or in part, and SUBRECIPIENT may be barred from further contracts with the CITY. 18. PERSONNEL POLICIES Personnel policies shall be established by the SUBRECIPIENT and shall be available for examination. Such personnel policies shall: A. Be in writing and shall be approved by the governing body of the SUBRECIPIENT and the CITY. 19. CONFLICT OF INTEREST A. SU13RECIPIENT covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree,with the performance of services required to be performed under this Agreement. SUBRECIPIENT further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. . SUBRECIPIENT further covenants that no member of its governing body or its staff, sub -recipients or employees shall possess any interest in or use his position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself or others particularly those with which he has family, business, or other ties. C. No officer, member, or employee of the CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this. Agreement shall participate in any decision relating to the Agreement which affects his or her personal interest or the interest in any corporations, partnership, or association in which he or she has a direct or indirect interest. 20. NEPOTISM SUBRECIPIENT shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by SUBRECIPIENT, or is a member of SUBRECIPIENT'S governing board. The term member of immediate family includes wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step parent, step -child, half-brother and half-sister. 21. POLITICAL OR SECTARIAN ACTIVITY A. Neither the funds advanced pursuant to this Agreement, nor any personnel which may be employed by the SUBRECIPIENT with funds advanced pursuant to this Agreement shall be in any way or to any extent engaged in any conduct or political activity in contravention of Chapter 15 of Title 5 of the United States Code. B. The SUBRECIPIENT agrees that none of the funds or services provided directly or indirectly under this Agreement shall be used for ' any partisan political activity or to further the election or defeat of any candidate for public office, or for publicity, lobbying and/or propaganda purposes designed to support or defeat pending legislation. Employees of the SUBRECIPIENT connected with any activity that is funded in whole or in part by funds provided to SUBRECIPIENT under this Agreement may not under the term of this Agreement: Use their official position or influence to affect the outcome of an election or nomination. 2. Solicit contributions for political purposes; or 3. Take an active part in political management or in political campaigns. SUBRECIPIENT hereby agrees to sign a Certification Regarding Lobbying included herein as Exhibit E and if necessary, the Disclosure of Lobbying Activities provided by the CITY. 22. PUBLICTI'Y A. Where such action is appropriate, SUBRECIPIENT shall publicize the activities conducted by SUBRECIPIENT under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for SUBRECIPIENT, the advertising medium shall state that the U. S. Department of Housing and Urban Development's Community Development Block Grant Program funding through the City of Beaumont has made the project possible. B. All published material and written reports submitted under this project must be originally developed material unless otherwise specifically provided in this Agreement. When material not originally developed. is included in a report, the report shall identify the source in the body of the report or by footnote. This provision is applicable when the material is in a verbatim or extensive paraphrase format. All published material submitted under this project shall include the following reference on the front cover or title page: This document is prepared in accordance with the City of Beaumont's Community Development Block Grant Program, with funding received from -the United States Department of Housing and Urban Development. C. All reports, documents, studies, charts,' schedules or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquires, correspondence and related material submitted by SUBRECIPIENT. A. Any alterations, additions or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. SUBRECIPIENT may not make transfers between or among approved line items within project budget categories set forth in Exhibit C without prior written approval of CITY. SUBRECIPIENT shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Agreement. In addition, budget revisions cannot significantly change the nature, intent or scope of the program funded under this Agreement. C. SUBRECIPIENT will submit revised budget and program information, whenever the level of funding for SUBRECIPIENT or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit C. D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date, specified by the law or regulation. E. CITY may, from time to time during the term of the Agreement, request changes in Exhibit A, which may include an increase or decrease in the amount of SUBRECIPIENT'S compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletion, or additions to the Contact Budget Detail incorporated in Exhibit C shall require the prior written approval of CITY. G. SUBRECIPIENT agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change. H. SUBRECIPIENT shall notify CITY of any changes in personnel or governing board composition. 24. SUSPENSION OF FUNDING Upon determination by CITY of SUBRECIPIENT'S failure to timely and properly perform each of the requirements, time conditions and duties provided herein, the CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten working days written notice to SUBRECIPIENT, withhold further payments to SUBRECIPIENT. Such notice may be given by mail to the Executive Officer and the Board of Directors of SUBRECIPIENT. The notice shall set forth the default or failure alleged, and the action required for cure. The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar days. At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, SUBRECIPIENT may be restored to full compliance status and paid all eligible funds withheld or impounded during � the suspension period. If however, CITY determines that SUBRECIPIENT has not come into compliance, the provisions of Section 25 may be effectuated. 25. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph. 1. SUBRECIPIENT'S failure to attain compliance during any prescribed period of suspension as provided in Section 24. 2. SUBRECIPIENT'S failure to materially comply with any of the terms of this Agreement. 3. SUBRECIPIENT'S violation of covenants, agreements or guarantees of this Agreement. 4. Termination or reduction of funding by the United States Department of Housing and Urban Development. 5. Finding by the CITY that SUBRECIPIENT a. Is in such unsatisfactory financial condition as to endanger performance under this Agreement. b. has allocated inventory to this Agreement substantially exceeding reasonable requirements; C. is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business. 6. Appointment of a trustee, receiver or liquidator for all or substantial part of SUBRECIPIENT'S property, or institution of bankruptcy, 'reorganization, rearrangement of or liquidation proceedings by or against SUBRECIPIENT. 7. SUBRECIPIENT'S inability to conform to changes required by Federal, State and local laws or regulations as provided in Section 4, and Section 23 (D), of this Agreement. 8. The commission of an act of bankruptcy. 9. SUBRECIPIENT'S violation of any law or regulation to which SUBRECIPIENT is bound or shall be bound under the terms of the Agreement. A. CITY shall promptly notify SUBRECIPIENT in writing of the decision to terminate and the effective date of termination. Simultaneous notice of pending termination may be, made to other funding sources specified in Exhibit C. B. CITY may terminate this Agreement for convenience at any time. If CITY terminates the Agreement for convenience, SUBRECIPIENT will be paid an amount not to exceed the total of accrued expenditures as of the effective date of termination. In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of SUBRECIPEINT covered by the Agreement, less payments previously made. C. SUBRECIPIENT may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which SUBRECIPIENT depends for performance hereunder. SUBRECIPIENT may opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in a contract between SUBRECIPIENT and the funding source in question. SUBRECIPIENT may terminate this Agreement upon the dissolution of SUBRECIPIENT'S organization not occasioned by a breach of this Agreement. D. Upon receipt of notice to terminate, SUBRECIPIENT shall cancel, withdraw or otherwise terminate any outstanding orders or subcontracts, which relate to the performance of this Agreement. CITY shall not be liable to SUBRECIPIENT or SUBRECIPIENT'S creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date listed on the notice to terminate referred to in this paragraph. E. Notwithstanding any exercise by CITY of its right of suspension or termination, SUBRECIPIENT shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by SUBRECIPIENT, and CITY may withhold any reimbursement to SUBRECIPIENT until such time as the exact amount of damages due to CITY from SUBRECIPIENT is agreed upon or otherwise determined. 26. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person(s), firm, corporation or other entity against SUBRECIPIENT, SUBRECIPIENT shall give written notice thereof to CITY within two working days after being notified of such claim, demand, suit or other action. Such notice shall state the date and hour of notification of any such claim, demand, suit or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding, the basis of such claim, action or proceeding, and the name of any person(s) against whom such claim is being made or threatened. Such written notice shall be delivered either personally or by mail. 27. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that the CITY is contracting with the SUBRECIPIENT as an independent SUBRECIPIENT and that as such, SUBRECIPIENT shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands; suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of SUBRECIPIENT. B. SUBRECIPIENT agrees to provide the defense for, and to indemnify and hold harmless CITY, its agents, employees, or SUBRECIPIENTs from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or SUBRECIPIENTS. 28. NON -RELIGIOUS ACTIVITIES The SUBRECINIENT will provide all services under this Agreement in a manner that is exclusively non -religious in nature and scope. There shall be no religious services, proselytizing, instruction or any other religious preference, influence or discrimination in connection with providing the services hereunder. 29. MISCELLANEOUS A. SUBRECIPIENT shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of CITY. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to SUBRECIPIENT hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may then or subsequently be committed 'by SUBRECIPIENT. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of CITY may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to the U. S. Department of Housing and Urban Development for matters of compliance, will have the final authority to render or to secure an interpretation. F. For the purpose of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and addresses set forth below: TO CITY: TO SUBRECIPIENT: Mr. Kyle Hayes Mrs. Dena Gray Hughes City Manager Executive Director City of Beaumont Triangle Area Network P. O. Box 3 827 1495 N. 7h Street Beaumont, TX 77704 Beaumont, TX 77702 G. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court competent jurisdiction sitting in Jefferson County Texas. IN WITNESS OF WHICH this Agreement has been executed on this the day of , 2019. CITY OF BEAUMONT: BY: Kyle Hayes, City Manager Triangle Area Network (TAN): BY: Date ATTEST: BY: Tina Broussard, City Clerk ATTEST: BY: EXHIBIT A STATEMENT OF WORK TAN, located at 1495 N. 7th Street, Beaumont, Texas 77702, shall use the Continuum of Care awarded funds in the amount of ($154,808.00) to pay for administrative costs ($8,444.00), and ($146,364.00) for tenant based rental assistance, for (17) scattered site units which will provide housing for clients that have been diagnosed and are living with HIV, as outlined the projected budget. SUBRECIPIENT shall provide -to the City of Beaumont an itemized budget detailing the expenditures and encumbrances. Reports will be due 90 days after execution of this agreement. EXHIBIT B §581.13 if no completed applications or re- quests for extensions have been re- ceived by HHS within 90 days from the date of the last expression of interest, disposal may proceed in accordance with applicable law. § 581.13 Waivers. The Secretary may waive any re- quirement of this part that is not re- quired by law, whenever it is deter- mined that undue hardship would re- sult from applying the requirement, or where application of the requirement would adversely affect the purposes of the program. Each waiver will be in writing and will be supported by docu- mentation of the pertinent facts and grounds. The Secretary periodically will publish notice of granted waivers in the FEDERAL REGISTER. PART 582—SHELTER PLUS CARE Subpart A --General Sec. 582.1 Purpose and scope. 582.5 Definitions. Subpart B—Assistance Provided 582.100 Program component descriptions. 582.105 Rental assistance amounts and pay- ments. 682.110 Matching requirements. 582.115 Limitations on assistance. 582.120 Consolidated plan. Subpart C—Application and Grant Award 582.200- Application and grant award. 582.230 Environmental review requirements. Subpart D—Program Requirements 582.300 General operation. 582.305 Housing quality standards; rent rea- sonableness. 582.310 Resident rent. 582.315 Occupancy agreements. 582.320 Termination of assistance to partici- pants. 582.325 Outreach activities. 582.330 Nondiscrimination and equal oppor- tunity requirements. 582.335 Displacement, relocation, and .real property acquisition. 582.340 Other Federal requirements. Subpart E—Administration 582.400 Grant agreement. 582.405 Program changes. 582.410 Obligation and deobligation of funds. 2A CFR Ch. V (5-1-01 Edition) AUTHORITY: 42 U.S.C. 3535(d) and 11403-- 11407b. .SOURCE: 58 FR 13892, Mar. 15, 1993, unless otherwise noted. Subpart A—General § 582.1 Purpose and scope. (a) General. The Shelter Plus Care program (S+C) is authorized by title IV, subtitle F, of the Stewart B. McKinney Homeless Assistance Act (the McKinney Act) (42 U.S.C. 11403- 11407b). S+C is designed to link rental assistance to supportive services for hard -to -serve homeless persons with disabilities (primarily those who are seriously mentally ill; have chronic problems with alcohol, drugs, or both; or have acquired immunodeficiency syndrome (AIDS) and related diseases) and their families. The program pro- vides grants to.be used for rental as- sistance for permanent housing for homeless persons with disabilities. Rental assistance grants must be matched in the aggregate by sup- portive services that are equal in value to the amount of rental assistance and appropriate to the needs of the popu- lation to be served. Recipients are cho- sen on a competitive basis nationwide. (b) Components. Rental assistance is provided through four components de- scribed in §582.100. Applicants may apply for assistance under any one of the four components, or a combination. [58 FR 13892, Mar. 15, 1993, as amended at 61 FR 51169, Sept. 30, 1996] § 582.5 Definitions. The terms Fair Market Rent (FMR), HUD, Public Housing Agency (PHA), In- dian Housing Authority (IRA), and Sec- retary are defined in 24 CFR part 5. As used in this part: Acquired immunodeficiency syndrome (AIDS) and related diseases has the meaning given in section 853 of the AIDS Housing Opportunity Act (42 U.S.C. 12902). Applicant has the meaning given in section 462 of the McKinney Act (42 U.S.C. 114038). Eligible person means a homeless per- son with disabilities (primarily persons who are seriously mentally ill; have chronic problems with alcohol, drugs, 234 Ofc. of Asst. Secy., Comm. Planning, Develop., HUD or both; or have AIDS and related dis- eases) and, if also homeless, the family of such a person. To be eligible for as- sistance, persons must be very low in- come, except that low-income individ- uals may be assisted under the SRO component in accordance with 24 CFR 813.105(b). Homeless or homeless individual has the meaning given in section 103 of the McKinney Act (42 U.S.C. 11302). ' Indian tribe has the meaning given in section 102 of the Housing and Commu- nity Development Act of 1974 (42 U.S.C. 5302). Low-income means an annual income not in excess of 80 percent of cthe me- dian income for the area, as deter- mined by HUD. HUD may establish in- come limits higher or lower than 80 percent of the median income for the area on the basis of its finding that such variations are necessary because of the prevailing levels of construction costs or unusually high or low family incomes. Nonprofit organization .has the mean- ing given in section 104 of the Cran- ston -Gonzalez National Affordable Housing Act (42 U.S.C. 12704). The term nonprofit organization also includes a community mental health center es- tablished as a public nonprofit organi- zation. Participant means an eligible person who has been selected to participate in S+C. Person with disabilities means a house- hold composed of one or more persons at least one of whom is an adult who has a disability. (1) A person shall be considered to have a disability if such person has a physical, mental, or emotional impair- ment which is expected to be of long - continued and indefinite duration; sub- stantially impedes his or her ability to live independently; and is of such a na- ture that such ability could be im- proved by more suitable housing condi- tions. (2) A person will also be considered to have a disability if he or she has a de- velopmental disability, which is a se- vere, chronic disability that— (i) Is attributable to a mental or physical impairment or combination of mental and physical impairments; § 582.5 (ii) Is manifested before the person attains age 22; (iii) Is likely to continue indefi- nitely; (iv) Results in substantial functional limitations in three or more of the fol- lowing areas of major life activity: (A) Self-care; (B) Receptive and expressive lan- guage; (C) Learning; (D) Mobility; (E) Self-direction; (F) Capacity for independent living; and (G) Economic self-sufficiency; and (v) Reflects the person's need for a combination and sequence of special, interdisciplinary, or generic care, treatment, or other services which are of lifelong or extended duration and are individually planned and coordinated. (3) Notwithstanding the preceding provisions of this definition, the term person with disabilities includes, except in the case of the SRO component, two or more persons with. disabilities living together, one or more such persons liv- ing with another,person who is' deter- mined to be important to their care or well-being, and the surviving member or members of any household described in the first sentence of this definition who were living, in a unit assisted under this part, with the deceased member of the household at the time of his or her death. (In any event, with re- spect to the surviving member or mem- bers of a household, the right to rental assistance under this part will termi- nate at the end of the grant period under which the deceased member was a participant.) Recipient means an applicant ap- proved to receive a S+C grant. Seriously mentally ill has the meaning given in section 462 of the McKinney Act (42 U.S.C. 11403g). Single room occupancy (SRO) housing means a unit for occupancy by one per- son, which need not but may contain food preparation or sanitary facilities, or both. Sponsor means a nonprofit organiza- tion which owns or leases dwelling units and has contracts with a recipi- ent to make such units available to eli- ,gible homeless persons and receives 235 § 582. 100 rental assistance payments under the SRA component. State has the meaning given in sec- tion 462 of the McKinney Act (42 U.S.C. 114038). Supportive service provider, or service provider, means a person or organiza- tion licensed or otherwise qualified to provide supportive services, either for profit or not for profit. Supportive services means assistance that— (1) Addresses the speciEll needs of eli- gible persons; and (2) Provides appropriate services or assists such persons in obtaining ap- propriate services, including health care, mental health treatment, alcohol and other substance abuse services, child care services, case management services, counseling, supervision, edu- cation, job training, and other services essential for achieving and maintain- ing independent living. (inpatient acute hospital care does not qualify as a supportive service.). Unit of general local government has the meaning given in section 102 of the Housing and Community Development Act of 1974 (42 U.S.C. 5302). Very low-income means an annual in- come not in excess of 60 percent of the median income for the area, as deter- mined by HUD, with adjustments for smaller and larger families. HUD may establish income limits higher or lower than 50 percent of the median income for the area on the basis of its finding that such variations are necessary be- cause of unusually high or low family incomes. [61 FR 51169, Sept. 30, 1996; 62 FR 13539, Mar. 21, 19971 Subpart B—Assistance Provided §582.100 Program component descrip- tions. (a) Tenant -based rental assistance (TRA). Tenant -based rental assistance provides grants -for rental assistance which permit participants to choose housing of an appropriate size in which to reside. Participants retain the rent- al assistance if they move. Where nec- essary to facilitate the coordination of supportive services, grant recipients may require participants to live in a 24 CFR Ch. V (5-1-01 Edition) specific area for their entire period of participation or in a specific structure for the first year and in a specific area for the remainder of their period of participation. Recipients may not de- fine the area in a way that violates the Fair Housing Act or the Rehabilitation Act of 1973. The term of the grant be- tween HUD and the grant recipient for TRA is five years. (b) Project -based rental assistance (PRA). Project -based rental assistance provides grants for rental assistance to the owner of an existing structure, where the owner agrees to lease the subsidized units to participants. Par- ticipants do not retain rental assist- ance if they move. Rental subsidies are provided to the owner for a period of ei- ther five or ten years. To qualify for ten years of rental subsidies, the owner must complete at least $3,000 of eligible rehabilitation for each unit (including the unit's prorated share of work to be accomplished on common areas or sys- tems), to make the structure decent, safe and sanitary. This rehabilitation must be completed with in 12 months of the grant award. (c) Sponsor -based rental assistance (SRA). Sponsor -based rental assistance provides grants for rental assistance through contracts between the grant recipient and sponsor organizations. A sponsor may be a private, nonprofit or- ganization or a community mental health agency established as a public nonprofit organization. Participants reside in housing owned or leased by the sponsor. The term of the grant be- tween HUD and the grant recipient for SRA is five years. (d) Moderate rehabilitation for single room occupancy dwellings (SRO). (1) The SRO component provides grants for rental assistance in connection with the moderate rehabilitation of single room occupancy housing units. Re- sources to initially fund the cost of re- habilitating the dwellings must be ob- tained from other sources. However, the rental assistance covers operating expenses of the rehabilitated SRO units occupied by homeless persons, includ- ing debt service to retire the cost of the moderate rehabilitation over a ten- year period. (2) SRO housing must be in need of moderate rehabilitation and must meet 236 Exhibit C Project Budget Triangle Area Network Rent/Lease payment $146,364.00 Administrative Costs $8,444.00 Total Budget $154,808.00 nunaEr�nurED VS.GOVERNMENT t '•��� REFORMATION F GPO 111 EXHIBIT PARTS 200-214 [RESERVED] PART 215 -UNIFORM ADMINISTRA- TIVE REQUIREMENTS FOR GRANTS AND AGREEMENTS WITH INSTITU- TIONS OF HIGHER EDUCATION, HOSPITALS, AND OTHER NON- PROFIT ORGANIZATIONS (OMB CIRCULAR A-110) Seo. 215.0 About this part. Subpart A --General 215.1 Purpose. 215.2 Definitions. 215.3 Effect on other issuances. 215.4 Deviations. 215.5 Subawards. Subpart B -Pre -Award Requirements 215.10 Purpose. 216.11 Pre -award policies. 215.12 Forms for applying for Federal assist- ance. 215.13 Debarment and suspension. 215.14 Special award conditions. 215.15 Metric system of measurement. 215.16 Resource Conservation and Recovery Act. 215.17 Certifications and representations. Subpart C -Post -Award Requirements FINANCIAL AND PROGRAM MANAGEMENT 215.20 Purpose of financial and program management. 215.21 Standards for financial management systems. 215.22 Payment. 215.23 Cost sharing or matching. 215.24 Program income. 215.25 Revision of budget and program plans. 215.26 Non -Federal audits. 215.27 Allowable costs. 215.28 Period of availability of funds. 215.29 Conditional exemptions. PROPERTY STANDARDS 215.30 Purpose of property standards. 216.31 Insurance coverage. 215.32 Real property. 215.33 Federally -owned and exempt prop- erty. 215.34 Equipment. 215.35 Supplies and other expendable prop- erty. 77 215.36 Intangible property. 215.37 Property trust relationship. PROCUREMENT STANDARDS 215.40 Purpose of procurement standards. 215.41 Recipient responsibilities. 215.42 Codes of conduct. 215.43 Competition. 215.44 Procurement procedures. 215.45 Cost and price analysis. 215.46 Procurement records. 215.47 Contract administration. 215.48 Contract provisions. REPORTS AND RECORDS 215.50 Purpose of reports and records. 215.51 Monitoring and reporting program performance. 215.52 Financial reporting. 215.53 Retention and aooess requirements for records. TERMINATION AND ENFORCEMENT 215.60 Purpose of termination and enforce- ment. 215.61 Termination. 215.62 Enforcement. Subpart D-Affer-the-Award Requirements 215.70 Purpose. 215.71 Closeout procedures. 215.72 Subsequent adjustments and con- tinuing responsibilities. 215.73 Collection of amounts due. APPENDIX A TO PART 215 -CONTRACT PROv2- SIONS Aumonrrr: 31 U.S.C. 503; 31 U.S.C. 1111; 41 U.S.C. 405; Reorganization Plan No. 2 of 1970; E.O. 11541, 35 FR 10737, 3 CFR, 1966-1970, p. 939. SouRcE: 69 FR 26281, May 11, 2004, unless otherwise noted. §215.0 About this part. . (a) Purpose. This part contains OMB guidance to Federal agencies on the ad- ministration of grants to and agree- ments with institutions of higher edu- cation, hospitals, and other non-profit organizations. The guidance sets forth standards for obtaining consistency and uniformity in the agencies' admin- istration of those grants and agree- ments. (b) Applicability. (1) Except as pro- vided herein, the standards set forth in this part are applicable to all Federal agencies. If any statute specifically OMB Circulars and Guidance required by Federal statute or execu- tive order. Non-profit organizations that implement Federal programs for the States are also subject to State re- quirements. § 215.2 Definitions. . (a) Accrued expenditures- means the charges incurred by the recipient dur- ing a given period requiring the provi- sion of funds for: (1) Goods and other tangible property received; (2) Services performed by employees, contractors, subrecipients, and other payees; and, (3) Other amounts becoming owed under programs for which no current services or performance is required. (b) Accrued income means the sum of. (1) Earnings during a given period from: (i) Services performed by the recipi- ent, and (ii) Goods and other tangible prop- erty delivered to purchasers, and (2) Amounts becoming owed to the recipient for which no current services or performance is required by the re- cipient. 7 (c) Acquisition cost of equipment means the net invoice price of the equipment, including the cost of modifications, at- tachments, accessories, or auxiliary apparatus necessary to make the prop- erty usable for the purpose for which it was acquired. Other charges, such as the cost of installation, transportation, taxes, duty or protective in -transit in- surance, shall be included or excluded from the unit acquisition cost in ac- cordance with the recipient's regular accounting practices. (d) Advance means a payment made by Treasury check or other appropriate payment mechanism to a recipient upon its request either before outlays are made by the recipient or through the use of predetermined payment schedules. (e) Award means financial assistance that provides support or stimulation to accomplish a public purpose. Awards include grants and other agreements in the form of money or property in lieu of money, by the Federal Government to an eligible recipient. The term does not include: technical assistance, which provides services instead of 79 § 215.2 money; other assistance in the form of loans, loan guarantees, interest sub= sidies, or insurance; direct payments of any kind to individuals; and, contracts which'are required to be entered into and administered under procurement laws and regulations. (f) Cash contributions means the re- cipient's cash outlay, including the outlay of money contributed to the re- cipient by third parties. (g) Closeout means the process by which a Federal awarding agency de- termines that all applicable adminis- trative actions and all required work of the award have been completed by the recipient and Federal awarding agency. (h) Contract means a procurement contract under an award or subaward, and a procurement subcontract under a recipient's or subrecipient's contract. (i) Cost sharing or matching means that portion of project or program costs not borne by the Federal Govern- ment. (j) Date of completion means the date on which all work under an award is completed or the date on the award document, or any supplement or amendment thereto, on which Federal sponsorship ends. (k) Disallowed costs means those charges to an award that the Federal awarding agency determines to be un- allowable, in accordance with the ap- plicable Federal cost principles or other terms and conditions contained in the award. (1) Equipment means tangible non - expendable personal property including exempt property charged directly to the award having a useful life of more than one year and an acquisition cost of $5,000 or more per unit. However, consistent with recipient policy, lower limits may be established. (m) Excess property means property under the control of any Federal awarding agency that, as determined by the head thereof, is no longer re- quired for its needs or the discharge of its responsibilities. (n) Exempt property means tangible personal property acquired in whole or in part with Federal funds, where the Federal awarding agency has statutory authority to vest title in the recipient OMB Circulars and Guidance (bb) Real property means land, includ- ing land improvements, structures and appurtenances thereto, but excludes movable machinery and equipment. (cc) Recipient means an organization receiving financial assistance directly from Federal awarding agencies to carry out a project or program. The term includes public and private insti- tutions of higher education, public and private hospitals, and other quasi -pub- lic and private non-profit organizations such as, but not limited to, community action agencies, research institutes, educational associations, and health centers. The term may include com- mercial organizations, foreign or inter- national organizations (such as agen- cies of the United Nations) which, are recipients, subrecipients, or contrac- tors or subcontractors of recipients or subrecipients at the discretion of the Federal awarding agency. The term does not include government-owned contractor -operated facilities or re- search centers providing continued support for mission -oriented, large- scale programs that are government- owned or controlled, or are designated as federally -funded research and devel- opment centers. (dd) Research and development means all research activities, both basic and applied, and all development activities that are supported at 'universities, col- leges, and other non-profit institu- tions. "Research" is' defined as a sys- tematic study directed toward fuller scientific knowledge or understanding of the subject. studied. "Development" is the systematic use of knowledge and understanding gained from research di- rected toward the production of useful materials, devices, systems, or meth- ods, including design and development of prototypes and processes. The term research also includes activities in- volving the training of individuals in research techniques where such activi- ties utilize -the same facilities as other research and development activities and where such activities are not in- cluded in the instruction function. (ee) Small awards means a grant or cooperative agreement not exceeding the small purchase threshold fixed at 41 U.S.C. 403(11) (currently $25,000). (ff) Subaward means an award of fi- nancial assistance in the form of 81 § 215.2 money, or property in lieu of money, made under an award by a recipient to an eligible subrecipient or by a sub - recipient to a lower tier subrecipient. The term includes financial assistance when provided by any legal agreement, even if the agreement is called a con- tract, but does not include procure- ment of goods and services nor does it include any form of assistance which is excluded from the definition of "award" in § 215.2(e). (gg) Subrecipient means the legal enti- ty to which a subaward is made and which is accountable to the recipient for the use of the funds provided. The term may include foreign or inter- national organizations (such as agen- cies of the United Nations) at the dis- cretion of the Federal awarding agen- cy. (hh) Supplies means all personal prop- erty excluding equipment, intangible property, and debt instruments as de- fined in this section, and inventions of a contractor conceived or first actually reduced to practice in the performance of work under a funding agreement ("subject inventions"), as defined in 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Govern- ment Grants, Contracts, and Coopera- tive Agreements." (ii) Suspension means an action by a Federal awarding agency that tempo- rarily withdraws Federal sponsorship under an award, pending corrective ac- tion by the recipient or pending a deci- sion to terminate. the award by the Federal awarding agency. Suspension of an award is a separate action from suspension under Federal agency regu- lations implementing E.O. 12549 (51 FR 6370, 8 CFR, 1986 Comp., p. 189) and E.O. 12689 (54 FR 34131, 3 CFR, 1989 Comp., p. 235), "Debarment and Suspension:" (jj) Termination means the cancella- tion of Federal sponsorship, in whole or in- part, under an agreement at any time prior to the date of completion. (kk) Third party in-kind contributions means the value of non-cash contribu- tions provided by non -Federal third parties. Third party in-kind contribu- tions may be in the form of real prop- erty, equipment, supplies and other ex- pendable property, and the value of goods and services directly benefiting OMB Circulars and Guidance statute. The statutory criterion for choosing between grants and coopera- tive agreements is that for the latter, "substantial involvement is expected between the executive agency and the State, local government, or other re- cipient when carrying out the activity contemplated in the agreement." Con- tracts shall be used when the principal purpose is acquisition of property or services for the direct benefit or use of 'the Federal Government. (b) Public Notice and Priority Set- ting. Federal awarding agencies shall notify the public of its intended fund- ing priorities for discretionary grant programs, unless funding priorities are established by Federal statute. § 215.12 Forms for applying for Fed- eral assistance. (a) Federal awarding agencies shall comply with the applicable report clearance requirements of 5 CFR part 1320, "Controlling Paperwork Burdens on the Public," with regard to all forms used by the Federal awarding agency in place of or as a supplement to the Standard Form 424 (SF -424) se- ries. (b) Applicants shall use the SF -424 series or those forms and instructions prescribed by the Federal awarding agency. (c) For Federal programs covered by E.O. 12372, "Intergovernmental Review of Federal Programs," (47 FR 30959, 3 CFR, 1982 Comp., p. 197) the applicant shall complete the appropriate sections of the SF -424 (Application for Federal Assistance) indicating whether the ap- plication was subject to review by the State Single Point of Contact (SPDC). The name and address of the SPOC for a particular State can be obtained from the Federal awarding agency or the Catalog of Federal Domestic Assistance. The SPOC shall advise the applicant whether the program for which applica- tion is made has been selected by that State for review. (d) Federal awarding agencies that do not use the SF -424 form should indi- cate whether the application is subject to review by the State under E.O. 12372. § 215.13 Debarment, and suspension. . Federal awarding agencies and re- cipients shall comply with Federal 83 §215.15 agency regulations implementing E.O.s 12649 and 12689, "Debarment and Sus- pension." Under those regulations, cer- tain parties who are debarred, sus- pended or otherwise excluded may not be participants or principals in Federal assistance awards and subawards, and in certain contracts under those awards and subawards. [70 FR 51879, Aug. 31, 2005] § 215.14 Special award conditions. If an applicant or recipient: has a his- tory of poor performance, is not finan- cially stable, has a management sys- tem that does not meet the standards prescribed in this part, has not con- formed to the terms and conditions of a previous award, or is not otherwise responsible, Federal awarding agencies may impose additional requirements as needed, provided that such applicant or recipient is notified in writing as to: the nature of the additional require- ments, the reason why the' additional requirements are being imposed, the nature of the corrective action needed, the time allowed for completing the corrective actions, and the method for requesting reconsideration of the addi- tional requirements imposed. Any spe- cial conditions shall be promptly re- moved once the conditions that prompted them have been corrected. § 215.15 Metric system of measure- ment. The Metric Conversion Act, as amended by the Omnibus Trade and Competitiveness Act (15 U.S.C. 205) de- clares that the metric system is the preferred measurement system for U.S. trade and commerce. The Act requires each Federal agency to establish a date or dates in consultation with the Sec- retary of Commerce, when the metric system of measurement will be used in the agency's procurements, grants, and other business-related activities. Met- ric implementation may take longer where the ase of the system is initially impractical or likely to cause, signifi- cant inefficiencies in the accomplish- ment of federally -funded activities. Federal awarding agencies shall follow the provisions of E.O. 12770, "Metric Usage in Federal Government Pro- grams" (56 FR 36801, 3 CFR, 1991 Comp., p. 343). OMB Circulars and Guidance § 215.22 Federal cost principles and the terms the actual disbursements by the recipi- and conditions of the award. ent organization for direct program or (7) Accounting records including cost project costs and the proportionate accounting records that are supported share of any allowable indirect costs. by source documentation. (c) Whenever possible, advances shall (c) Where the Federal Government be consolidated to cover anticipated guarantees or insures the repayment of cash needs for all awards made by the money borrowed by the recipient, the Federal awarding agency to the recipi- Federal awarding agency, at its discre- ent. tion, may require adequate bonding (1) Advance payment mechanisms in - and insurance if the bonding and insur- clude, but are not limited to, Treasury ance requirements of the recipient are check and electronic funds transfer. not deemed adequate to protect the in- (2) Advance payment mechanisms aTe terest of the Federal Government. subject to 31 CFR part 205. (d) The Federal awarding agency may (3) Recipients shall be authorized to require adequate fidelity bond coverage submit requests for advances and reim- where the recipient lacks sufficient bursements at least monthly when coverage to protect the Federal Gov- electronic fund transfers are not used. ernment's interest. (d) Requests for Treasury check ad - (e) Where bonds are required in the vance payment shall be submitted on situations described above, the bonds SF -270, "Request for Advance or Reim - shall be obtained from companies hold- bursement," or other forms as may be ing certificates of authority as accept- authorized by OMB. This form is not to able sureties, as prescribed in 31 CFR be used when Treasury check advance part 223, "Surety Companies Doing payments are made to the recipient Business with the United States." automatically through the use of a pre- determined payment schedule or if pre- cluded by special Federal awarding agency instructions for electronic funds transfer. (e) Reimbursement is the preferred method when the requirements in §215.12(b) cannot be met. Federal awarding agencies may also use this method on any construction agree- ment, or if the major portion of the construction project is accomplished through private market financing or Federal loans, and the Federal assist- ance constitutes a minor portion of the project. (1) When the reimbursement method is used, the Federal awarding agency shall make payment within 30 days after receipt of the billing, unless the billing is improper. (2) Recipients shall be authorized to submit request for reimbursement at least monthly when electronic funds transfers are not used. (f) If a recipient cannot meet the cri- teria for advance payments and the Federal awarding agency has deter- mined that reimbursement is not fea- sible because the recipient lacks suffi- cient working capital, the Federal awarding agency may provide cash on a working capital advance basis. Under this procedure, the Federal awarding § 215.22 Payment. (a) Payment methods shall minimize the time elapsing between the transfer of funds from the United States Treas- ury and the issuance or redemption of checks, warrants, or payment by other means by the recipients. Payment methods of State agencies or instru- mentalities shall be consistent with Treasury -State CMIA agreements or default procedures codified at 31 CFR part 205. (b) Recipients are to be paid in ad- vance, provided they maintain or dem- onstrate the willingness to maintain: (1) Written procedures that minimise the time elapsing between the transfer of funds and disbursement by the re- cipient, and (2) Financial management systems that meet the standards for fund con- trol and accountability as established in §215.21. Cash advances to a recipient organization shall be limited to the minimum amounts needed and be timed to be in accordance with the ac- tual, immediate cash requirements of the recipient. organization in carrying out the purpose of the approved pro- gram' or project. The timing and amount of cash advances shall be as close as is administratively feasible to 85 OMB Circulars and Guidance are not used. Federal awarding agen- cies, however, have the option of using this form for construction programs in lieu of, the SF -271, "Outlay Report and Request for Reimbursement for Con- struction Programs." (2) SF -271, Outlay Report and Re- quest for Reimbursement for Construe-, tion Programs. Each Federal awarding agency shall adopt the SF -271 as the standard form to be used for requesting reimbursement for construction pro- grams. However, a Federal awarding agency may substitute the SF -270 when the Federal awarding agency de- termines that it provides adequate in- formation to meet Federal needs. § 215.23 Cost sharing or matching. (a) All contributions, including cash and third party in-kind, shall be ac- cepted as part of the recipient's cost sharing or matching when such con- tributions meet all of the following cri- teria. (1) Are verifiable from the recipient's records. (2) Are not included as contributions for any other federally -assisted project or program. (3) Are necessary and reasonable for proper and efficient accomplishment of project or program objectives. . (4) Are allowable under the applica- ble cost principles. (6) Are not paid by the Federal Gov- ernment under another award, except where authorized by Federal statute to be used for cost sharing or matching. (6) Are provided for in the approved budget when required by the Federal awarding agency. (7) Conform to other provisions of this part, as applicable. (b) Unrecovered indirect costs may be included as part of cost sharing or matching only with the prior approval of the Federal awarding agency. (c) Values for recipient contributions of services and property shall be estab- lished in accordance with the applica- ble cost principles. If a Federal award- ing agency authorizes recipients to do- nate buildings or land for construction/ facilities acquisition projects or long- term use, the value of the donated property for cost sharing or matching shall be the lesser of paragraphs (c)(1) or (2) of this section. 87 § 215.23, (1) The certified value of the remain- ing life of the property recorded in the recipient's accounting records at the time of donation. (2) The current fair market value. However, when there is sufficient jus- tification, the Federal awarding agen- cy may approve the use of the current fair market value of the donated prop- erty, even if it exceeds the certified value at the time of donation to the project. (d) Volunteer services furnished by professional and technical personnel, consultants, and other skilled and un- skilled labor may be counted as cost sharing or matching if the service is an integral and necessary part of an ap- proved project or program. Rates for volunteer services shall be consistent with those paid for similar work in the recipient's organization. In those in- stances in which the required skills are not found in the recipient organization, rates shall be consistent with those paid for similar work in the labor mar- ket in which the recipient competes for the kind of services involved. In either case, paid fringe benefits that are rea- sonable, allowable, and allocable may be included in the valuation. (e) When an employer other than the recipient furnishes the services of an employee, these services shall be val- ued at the employee's regular rate of pay (plus an amount of fringe benefits that are reasonable, allowable, and al- locable, but exclusive of overhead costs), provided these services are in the same skill fdr which the employee is normally paid. (f) Donated supplies may include such items as expendable equipment, office supplies, laboratory supplies or workshop and classroom supplies. Value assessed to donated supplies in— eluded eluded in the cost sharing or matching share shall be reasonable and shall not exceed the fair market value of the property at the time of the donation. (g) The method used for determining cost sharing or matching for donated equipment, buildings and land for which title passes to the recipient may differ according to the purpose of the award, if paragraphs (g)(1) or (2) of this section apply. (1) If the purpose of the award is to assist the recipient in the acquisition OMB Circulars and Guidance (g) Proceeds from the sale of property shall be handled in accordance with the requirements of the Property Stand- ards (see §215.30 through §215.37). (h), Unless Federal awarding agency regulations or the terms and condition of the award provide otherwise, recipi- ents shall have no obligation to the Federal Government with respect to program income earned from license fees and royalties for copyrighted ma- terial, patents, patent applications, trademarks, and inventions produced under an award. However, Patent and Trademark Amendments (35 U.S.C. 18) apply to inventions made under an ex- perimental, developmental, or research award. §215.25 Revision of budget and pro- gram plans. (a) The budget plan is the financial expression of the project or program as approved during the award process. It may include either the Federal and non -Federal share, or only the Federal share, depending upon Federal award- ing agency requirements. It shall be re- lated to performance for program eval- uation purposes whenever appropriate. (b) Recipients are required to report deviations from budget and program plans, and request prior approvals for budget and program plan revisions, in accordance with this section. (c) For nonconstruction awards, re- cipients shall request prior approvals from Federal awarding agencies for one or more of the following program or budget related reasons. (1) Change in the scope or the objec- tive of the project or program (even if there is no associated budget revision requiring prior written approval). (2) Change in a key person specified in the application or award document. (3) The absence for more than three months, or a 25 percent reduction in time devoted to the project, by the ap- proved project director or principal in- vestigator. (4) The need for additional Federal funding. (5) The transfer of amounts budgeted for indirect costs to absorb increases in direct costs, or vice versa, if approval is. required by the Federal awarding agency. 89 § 215.25 (6) The inclusion, unless waived by the Federal awarding agency, of costs that require prior approval in accord- ance with any of the following, as ap- plicable: (1) 2 CFR part 220, "Cost Principles for Educational Institutions (OMS Cir- cular A-21);" (ii) 2 CFR part 230, "Cost Principles for Non -Profit Organizations (OMB Cir- cular A-122);" (iii) 45 CFR part 74, Appendix E, "Principles for Determining Costs Ap- plicable to Research and Development under Grants and Contracts with Hos- pitals;" and (iv) 48 CFR part 31, "Contract Cost Principles and Procedures." (7) The transfer of funds allotted for training allowances (direct payment to trainees) to other categories of ex- pense. (8) Unless described in the applica- tion and funded in the approved awards, the subaward, transfer or con- tracting out of any work under an award. This provision does not apply to the purchase of supplies, material, equipment or general support services. (d) No other prior approval require- ments for specific items may be im- posed unless a deviation has been ap- proved by OMB. (e) Except for requirements listed in paragraphs (c)(1) and (c)(4) of this sec- tion, Federal awarding agencies are au- thorized, at their option, to waive cost - related and administrative prior writ- ten approvals required by 2 CFR parts 220 and 230 (OMB Circulars A-21 and A- 122). Such waivers may include author- izing recipients to do any one or more of the following. (1) Incur pre -award costs 90 calendar days prior to award or more than 90 calendar days with the prior approval of the Federal awarding agency. All pre -award costs are incurred at the re- cipient's risk (i.e., the Federal award- ing agency is under no obligation to re- imburse such costs if for any reason the recipient does not receive an award or if the award is less than anticipated and inadequate to cover such costs). (2) Initiate a one-time extension of the expiration date of the award of up to 12 months unless one or more of the following conditions apply. For one - OMB Circulars and Guidance Circular A-133, "Audits of States, Local Governments, and Non -Profit Or- ganizations." (b) State and local governments shall be subject to the audit requirements contained in the . Single Audit Act Amendments of 1996 (31 U.S.C. 7501- 7507) and revised OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations." (c) For-profit hospitals not covered by the audit provisions of revised OMB Circular A-133 shall be subject to the audit requirements of the Federal awarding agencies. (d) Commercial organizations shall be subject to the audit requirements of the Federal awarding agency or the prime recipient as incorporated into the award document. §215.27 Allowable costs. For each kind of recipient, there is a set of Federal principles for deter- mining allowable costs. Allowability of costs shall be determined in accord- ance with the cost principles applicable to the entity incurring the costs. Thus, allowability of costs incurred by State, local or federally -recognized Indian tribal governments is determined in accordance with the provisions of 2 CFR part 225, "Cost Principles for State, Local, and Indian Tribal Govern- ments (OMB Circular A-87." The allow- ability of costs incurred by non-profit organizations is determined in accord- ance with the provisions of 2 CFR part 230, "Cost Principles for Non -Profit Or- ganizations (OMB Circular A-122)." The allowability of costs incurred by insti- tutions of higher education is deter- mined in accordance with the provi- sions of 2 OFR part 220, "Cost Prin- ciples for Educational Institutions (OMB Circular A-21)." The allowability of costs incurred by hospitals is deter- mined in accordance with the provi- sions of appendix E of 45 CFR part 74, "Principles for Determining Costs Ap- plicable to Research and Development Under Grants and Contracts with hos- pitals." The allowability of costs in- curred by commercial organizations and those non-profit organizations list- ed in Attachment C to Circular A-122 is determined in accordance with the pro- 91 § 215.29 visions of the Federal Acquisition Reg- ulation (FAR) at 48 CFR part 31. [70 FR 51880, Aug. 31, 2005] § 215.28 Period of availability of funds. Where a funding period is specified, a recipient may charge to the grant only allowable costs resulting from obliga- tions incurred during the funding pe- riod and any pre -award costs author- ized by the Federal awarding agency. § 215.29 Conditional exemptions. (a) OMB authorizes conditional ex- emption from OMB administrative re- quirements and cost principles circu- lars for certain Federal programs with statutorily -authorized consolidated planning and consolidated administra- tive funding, that are identified by a Federal agency and approved by the head of the Executive department or establishment. A Federal agency shall consult with OMB during its consider- ation of whether to grant such an ex- emption. (b) To promote efficiency in State and local program administration, when Federal non -entitlement pro- grams with common purposes have spe- cific statutorily -authorized consoli- dated planning and consolidated ad- ministrative funding and where most of the State agency's resources come from non -Federal sources, Federal agencies may exempt these covered State -administered, non -entitlement grant programs from certain OMB grants management requirements. The exemptions would be from: (1) The requirements in 2 CFR part 225, "Cost Principles for State, Local, and Indian Tribal Governments (OMB Circular A-87)" other than the allocability of costs provisions that are contained in subsection C.3 of appendix A to that part; (2) The requirements in 2 CFR part 220, "Cost Principles for Educational Institutions (OMB Circular A-21)" other than the allocability of costs pro- visions that are contained in paragraph CA in section C of the appendix to that part; (3) The requirements in 2 CFR part 230, "Cost Principles for Non -Profit Or- ganizations (OMB Circular A-122)" OMB Circulars and Guidance (2) The recipient may be directed to sell the property under guidelines pro- vided by the Federal awarding agency and pay the Federal Government for that percentage of the current fair market value of the property attrib- utable to the Federal participation in the project (after deducting actual and reasonable selling and fix -up expenses, if any, from the sales proceeds). when the recipient is authorized or required to sell the property, proper sales proce- dures shall be established that provide for competition to the extent prac- ticable and result in the highest pos- sible return. (3) The recipient may be directed to transfer title to the property to the Federal Government or to an eligible third party provided that, in such cases, the recipient shall be entitled to compensation for its attributable per- centage of the current fair market value of the property. §215.33 Federally -owned and exempt property. I (a) Federally -owned property. (1) Title to federally -owned property remains vested in the Federal Government. Re- cipients shall submit annually an in- ventory listing of federally -owned property in their custody to the Fed- eral awarding agency. Upon completion of the award or when the property is no longer needed, the recipient shall re- port the property to the Federal award- ing agency for further Federal agency utilization. . (2) If the Federal awarding agency has no further need for the property, it shall be declared excess and reported to the General Services Administration, unless the Federal awarding agency has statutory authority to dispose of the property by alternative methods (e.g., the authority provided by the Federal Technology Transfer Act (15 U.S.C. 3710 (1)) to donate research equipment to educational and non-prof- it organizations in accordance with E.O. 12821, "Improving Mathematics and Science Education in Support of the National Education Goals" (57 FR 54285, 3 CFR, 1992 Comp., p. 323)). Ap- propriate instructions shall be issued to the recipient by the Federal award- ing agency. 93 § 215.34 (b) Exempt property. When statutory authority exists, the Federal awarding agency has the option to vest title to property acquired with Federal funds in the recipient without further obliga- tion to the Federal Government and under conditions the Federal awarding agency considers appropriate. Such property is "exempt property." Should a Federal awarding agency not•estab- lish conditions, title to exempt prop- erty upon acquisition shall vest in the recipient without further obligation to the Federal Government. § 215.34 Equipment. (a) Title to equipment acquired by a recipient with Federal funds shall vest in the recipient, subject to conditions of this section. (b) The recipient shall not use equip- ment acquired with Federal funds to provide services to non -Federal outside organizations for a fee that is less than private companies charge for equiva- lent services, unless specifically au- thorized by Federal statute, for as long as the Federal Government retains an interest in the equipment. (c) The recipient shall use the equip- ment in the project or program for which it was acquired as long as need- ed, whether or not the project or pro- gram continues to be supported by Fed- eral funds and shall not encumber the property without approval of the Fed- eral awarding agency. When no longer needed for the original project or pro- gram, the recipient shall use the equip- ment in connection with its other fed- erally -sponsored activities, in the fol- lowing order of priority: (1) Activities sponsored by the Fed- eral awarding agency which funded the original project, then (2) Activities sponsored by other Fed- eral awarding agencies. (d) During the time that equipment is used on the project or program for which it was acquired, the recipient shall make it available for use on other projects or programs if such other use will not interfere with the work on the project or program for which the equip- ment was originally acquired. First preference for such other use shall be given to other projects or programs sponsored by the Federal awarding agency that financed the equipment; OMB Circulars and Guidance days after the recipient's request and the following procedures shall govern. (1) If so instructed or if disposition instructions are not issued within 120 calendar days after the recipient's re- quest, the recipient shall sell the equipment and reimburse the Federal awarding agency an amount computed by applying to the sales proceeds the percentage of Federal participation in the cost of the original project or pro- gram. However, the recipient shall be permitted to deduct and retain from the Federal share $500 or ten percent of the proceeds, whichever is less, for the recipient's selling and handling ex- penses. (2) If the recipient is instructed to ship the equipment elsewhere, the re- cipient shall be reimbursed by the Fed- eral Government by an amount which is computed by applying the percent- age of the recipient's participation in the cost of the original project or pro- gram to the current fair market value of the equipment, plus any reasonable shipping or interim storage costs in- curred. (3) If the recipient is instructed to otherwise dispose of the equipment, the recipient shall be reimbursed by the Federal awarding agency for such costs incurred in its disposition. (4) The Federal awarding agency may reserve the right to transfer the title to the Federal Government or to a third party named by the Federal Gov- ernment when such third party is oth- erwise eligible under existing statutes. Such transfer shall be subject to the following standards. (i) The equipment shall be appro- priately identified in the award or oth- erwise made known to the recipient in writing. (ii) The Federal awarding agency shall issue disposition instructions within 120 calendar days after receipt of a final inventory. The final inven- tory shall list all equipment acquired with grant funds and federally -owned equipment. If the Federal awarding agency fails to issue disposition in- structions within the 120 calendar day period, the recipient shall apply the standards of this section, as appro- priate. (iii) When the Federal awarding agency exercises its right to take title, 95 § 215.36 the equipment shall be subject to the provisions for federally -owned equip- ment. §215.35 Supplies and other expend- able property. (a) Title to supplies and other ex- pendable property shall vest in the re- cipient upon acquisition. If there is a residual inventory of unused supplies exceeding $5000 in total aggregate value upon termination or completion of the project or program and the sup- plies are not needed for any other fed- erally -sponsored project or program, the recipient shall retain the supplies for use on non -Federal sponsored ac- tivities or sell them, but shall, in ei- ther case, compensate the Federal Gov- ernment for its share. The amount of compensation shall be computed in the same manner as for equipment. (b) The recipient shall not use sup- plies acquired with Federal fluids to provide services to non -Federal outside organizations for a fee that is less than private companies charge for equiva- lent services, unless specifically au- thorized by Federal statute as long as the Federal Government retains an in- terest in the supplies. j215.36 Iutangible property. (a) The recipient may copyright any work that is subject to copyright and was developed, or for which ownership was purchased, under an award. The Federal awarding agency(ies) reserve a royalty -free, nonexclusive and irrev- ocable, right to reproduce, publish, or otherwise use the work for Federal pur- poses, and to authorize others to do so. (b) Recipients are subject to applica- ble regulations governing patents and inventions, including government -wide regulations issued by the Department of Commerce at 37 CFR part 401, "Rights to Inventions Made by Non- profit Organizations and Small Busi- ness Firms Under Government Grants, Contracts and Cooperative Agree- ments." (c) The Federal Government has the right to: (1) Obtain, reproduce, publish or oth- erwise use the data first produced under an award. OMB Circulars and Guidance of applicable Federal statutes and ex- ecutive orders. No additional procure- ment standards or requirements shall be imposed by the Federal awarding agencies upon recipients, unless spe- cifically required by Federal statute or executive order or approved by OMB. § 215.41 Recipient responsibilities. The standards contained in this sec- tion do not relieve the recipient of the contractual responsibilities arising under its contract(s). The recipient is the responsible authority, without re- course to the Federal awarding agency, regarding the settlement and satisfac- tion of all contractual and administra- tive issues arising out of procurements entered into in support of an award or other agreement. This includes dis- putes, claims, protests of award, source evaluation or other matters of a con- tractual nature. Matters concerning violation of statute are to be referred to such Federal, State or local author- ity as may have proper jurisdiction. §215.42 Codes of conduct. The recipient shall maintain written standards of conduct governing the performance of its employees engaged in the award and administration of contracts. No employee, officer, or agent shall participate in the selection, award, or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an orga- nization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award. The officers, employees, and agents of the recipient shall neither solicit nor ac- cept gratuities, favors., or anything of monetary value from contractors, or parties to subagreements. However, re- cipients may set standards for situa- tions in which the financial interest is not substantial or the gift is an im o- licited item of nominal value. The standards of conduct shall provide for disciplinary actions to be applied for violations of such standards by offi- cers, employees, or agents of the re- cipient. 97 . -I § 215.44 § 215.43 Competition. All procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open and free competition. The recipient shall be alert to organizational con- flicts of interest as well as noncompeti- tive practices among contractors that may restrict or eliminate competition or otherwise restrain trade. In order to ensure objective contractor perform- ance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, invitations for bids and/or requests for proposals shall be excluded from competing for such procurements. Awards shall be made to the bidder or offeror whose bid or offer is responsive to the solicitation and is most advantageous to the recipient, price, quality and other factors consid- ered. Solicitations shall clearly set forth all requirements that the bidder or offeror shall fulfill in order for the bid or offer to be evaluated by the re- cipient. Any and all bids or offers may be rejected when it is in the recipient's interest to do so. §215.44 Procurement procedures. (a) All recipients shall establish writ- ten procurement procedures. These procedures shall provide for, at a min- imum, that paragraphs (a)(1), '(2) and (3) of this section apply. (1) Recipients avoid purchasing un- necessary items. (2) Where appropriate, an analysis is made of lease and purchase alter- natives to determine which would be the most economical and practical pro- curement for the Federal Government. (3) Solicitations for goods and serv- ices provide for all of the following. (i) A clear and accurate description of the technical requirements for the material, product or service to be pro- cured. In competitive procurements, such a description shall not contain features which unduly restrict com- petition. (ii) Requirements which the bidder/ offeror must fulfill and all other fac- tors to be used in evaluating bids or proposals. (iii) A description, whenever prac- ticable, of technical requirements in terms of functions to be performed or OMB Circulars and Guidance every procurement action. Price anal- ysis may be accomplished in various ways, including , the comparison of price quotations submitted, market prices and similar indicia, together with discounts. Cost analysis is the re- view and evaluation of each element of cost to determine reasonableness, allocability and allowability. §215.46 Procurement records. Procurement records and files for purchases in excess of the small pur- chase threshold shall include the fol- lowing at a minimum; (a) Basis for contractor selection; (b) Justification for lack of competi- tion when competitive bids or offers are not obtained; and (c) Basis for award cost or price. §215.47 Contract administration. A system for contract administration shall be maintained to ensure con- tractor conformance with the terms, conditions and specifications of the contract and to ensure adequate and timely follow up of all purchases. Re- cipients shall evaluate contractor per- formance and document, as appro- priate, whether contractors have met the terms, conditions and specifica- tions of the contract. § 215.48 Contract provisions. The recipient shall include, in addi- tion.to provisions to define a sound and complete agreement, the following pro- visions in all contracts. The following provisions shall also be applied to sub- contracts. (a) Contracts in excess of the small purchase threshold shall contain con- tractual provisions or conditions that allow for administrative, contractual, or legal remedies in instances in which a contractor violates or breaches the contract terms, and provide for such remedial actions as may be appro- priate. (b) All contracts in excess of the small purchase threshold shall contain suitable provisions for termination by the recipient, including the manner by which termination shall be effected and the basis for settlement. In addi- tion, such contracts shall describe con- ditions under which the contract may be terminated for default as well as § 215.48 conditions where the contract may be terminated because of circumstances beyond the control of the contractor. (c) Except as otherwise required by statute, an award that requires the contracting (or subcontracting) for construction or facility improvements shall provide for the recipient to follow its own requirements relating to bid guarantees, performance bonds, and -payment bonds unless the construction contract or subcontract exceeds $100,000. For those contracts or sub- contracts exceeding $100,000, the Fed- eral awarding agency may accept the bonding policy and requirements of the recipient, provided the Federal award- ing agency has made a determination that the Federal Government's interest is adequately protected. If such a de- termination has not been made, the minimum requirements shall be as fol- lows. (1) A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" shall con- sist of a firm commitment such as a bid bond, certified check, or other ne- gotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may, be required within the time specified. (2) A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. (3) A payment bond on the part of the contractor for 100 percent of the con- tract price. A "payment bond" is one executed in connection with a contract to assure payment as required by stat- ute of all persons supplying labor and material in the execution of the work provided for in the contract. (4) Where bonds are required in the situations described herein, the bonds shall be obtained from companies hold- ing certificates of authority as accept- able sureties pursuant to 31 CFR part 223, "Surety Companies Doing Business with the United States." (d) All negotiated contracts (except those for less than the small purchase threshold) awarded by recipients shall include a provision to the effect that OMB Circulars and Guidance to meet its needs, except that a final SF -269 or SF -269A shall be required at the completion of the project when the SF -270 is used only for advances. (ii) The Federal awarding agency shall prescribe whether the report shall be on a cash or accrual basis. If the Federal awarding agency requires ac- crual information and the recipient's accounting records are not normally kept on the accrual basis, the recipient shall not be required to convert its ac- counting system, but shall develop such accrual information through best estimates based on an analysis of the documentation on hand. (iii) The Federal awarding agency shall determine the frequency of the Financial Status Report for each project, or program, considering the size and complexity of the particular project or program. however, the re- port shall not be required more- fre- quently than quarterly or less fre- quently than annually. A final report shall be required at the completion of the agreement. (iv) The Federal awarding agency shall require recipients to submit the SF -269 or SF -269A (an original and no more than two copies) no later than 30 days after the end of each specified re- porting period for quarterly and semi- annual reports, and 90 calendar days for annual and final reports. Exten- sions of reporting due dates may be ap- proved by the Federal awarding agency upon request of the recipient. (2) SF -272, Report of Federal Cash Transactions. (i) When funds are advanced to re- cipients the Federal awarding agency shall require each recipient to submit the SF -272 and, when necessary, its continuation sheet, SF -272a. The Fed- eral awarding agency shall use this re- port to monitor cash advanced to re- cipients and to obtain disbursement in- formation for each agreement with the recipients. (ii) Federal awarding agencies may require forecasts of Federal cash re- quirements in the "Remarks" section of the report. (iii) When practical and deemed nec- essary, Federal awarding agencies may require recipients to report in the "Remarks" section the amount of cash advances received in excess of three § 215.52 days. Recipients shall provide short narrative explanations of actions taken to reduce the excess balances. (iv) Recipients shall be required to submit not more than the original and two copies of the SF -272 15 calendar days following the end of each quarter. The Federal awarding agencies may re- quire a monthly report from those re- cipients receiving advances totaling $1 million or more per year. (v) Federal awarding agencies may waive the requirement for submission of the SF -272 for any one of the fol- lowing reasons: (A) When monthly advances do not exceed $25,000 per recipient, provided that such advances are monitored through other forms contained in this section; (B) If, in the Federal awarding agen- cy's opinion, the recipient's accounting controls are adequate to minimize ex- cessive Federal advances; or, (C) When the electronic payment mechanisms provide adequate data. (b) When the Federal awarding agen- cy needs additional information or more frequent reports, the following shall be observed. (1) When additional, information is needed to comply with legislative re- quirements, Federal awarding agencies shall issue instructions to require re- cipients to submit such information - under the "Remarks" section of the re- ports. (2) When a Federal awarding agency determines that a recipient's account- ing system does not'meet the standards in §215.21, additional pertinent infor- mation to further monitor awards may be obtained upon written notice to the recipient until such time as the system is brought up to standard. The Federal awarding agency, in obtaining this.in- formation, shall comply with report clearance requirements of 5 CFR part 1320. (3) Federal awarding agencies are en- couraged to shade out any line item on any report if not necessary. (4) Federal awarding agencies may accept the identical information from the recipients in machine readable for- mat or computer printouts or elec- tronic outputs in lieu of prescribed for- mats. 101 A OMB Circulars and Guidance other computation for negotiation pur- poses, then the 3 -year retention period for the proposal, plan, or other com- putation and its supporting records starts at the end of the fiscal year (or other accounting period) covered by the proposal, plan, or other computa- tion. TERMINATION AND ENFORCEMENT §215.60 Purpose of termination and enforcement. Sections 215.61 and 215.62 set forth uniform suspension, termination and enforcement procedures. § 215.61 Termination. (a) Awards may be terminated in whole or in part only if paragraphs (a)(1), (2) or (3) of this section apply. (1) By the Federal awarding agency, if a recipient materially fails to com- ply with the terms and conditions of an award. (2) By the Federal awarding agency with the consent of the recipient, in which case the two parties shall agree upon the termination conditions, in- cluding the effective date and, in the case of partial termination, the portion to be terminated. (3) By the recipient upon sending to the Federal awarding agency written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termi- nation, the portion to be terminated. However, if the Federal awarding agen- cy determines in the case of partial termination that the reduced or modi- fied portion of the grant will not ac- complish the purposes for which the grant was made, it may terminate the grant in its entirety under either para- graphs (a)(1) or (2) of this section. (b) If costs are allowed under an award, the responsibilities of the re- cipient referred to in §215.71(a), includ- ing those for property management as applicable; shall be considered in the termination of the award, and provi- sion shall be made for continuing re- sponsibilities of the recipient after ter- mination, as appropriate. § 215.62 Enforcement. (a) Remedies for noncompliance. If a re- cipient materially fails to comply with § 215.62 the terms and conditions of an award, whether stated in a Federal statute, regulation, assurance, application, or notice of award, the Federal awarding agency may, in addition to imposing any of the special conditions outlined in § 215.14, take one or more of the fol- lowing actions, as appropriate in the circumstances. (1) Temporarily withhold cash pay- ments pending correction' of the defi- ciency by the recipient or more severe enforcement action by the Federal awarding agency. (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 ter- minate the current award. (4) Withhold further awards for the project or program. (5) Take other remedies that may be legally available. (b) Hearings and appeals. In taking an enforcement action, the awarding agency shall provide the recipient an opportunity for hearing, appeal, or other administrative proceeding to which the recipient is entitled under any statute or regulation applicable to the action involved. (c) Effects of suspension and termi- nation. Costs of a recipient resulting from obligations incurred by the re- cipient during a suspension or after termination of an award are not allow- able unless the awarding agency ex- pressly authorizes them in the notice of suspension or termination or subse- quently. Other recipient costs 'during suspension or after termination which are necessary and not reasonably avoidable are allowable if paragraphs (c)(1) and (2) of this section apply. (1) The costs result from obligations which were properly incurred by the re- cipient before the effective date of sus- pension or termination, are not in an- ticipation of it, and in the case of a ter- mination, are noncancellable. (2) The costs would be allowable if the award were not suspended or ex- pired normally at the end of the fund- ing period in which the termination takes effect. (d) Relationship to debarment and sus- pension. The enforcement remedies identified in this section, including 103 OMB Circulars and Guidance charge interest on an overdue debt in accordance with 4 CFR Chapter II, "Federal Claims Collection Stand- ards." . APPENDIX A TO PART 215—CONTRACT PROVISIONS All contracts, awarded by a recipient in- cluding small purchases, shall contain the following provisions as applicable: 1. Equal Employment Opportunity—All con- tracts shall contain a provision requiring compliance with E.O. 11246, "Equal Employ- ment Opportunity" (30 FR 12319, 12935, 3 CFR, 1964-1965 Comp., p. 339), as amended by E.O..11375, "Amending Executive Order 11246 Relating to Equal Employment Oppor- tunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Con- tract Compliance Programs, Equal Employ- ment Opportunity, Department of Labor." 2. Copeland "Anti -Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 2760—All contracts and sub - grants in excess of $2000 for construction or repair awarded by recipients and subrecipi- ants shall include a provision for compliance with the Copeland "Anti -Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, "Con- tractors and Subcontractors on Public Build- ing or Public Work Financed in Whole or in Part by Loans or Grants from the United States"), The Act provides that each con- tractor or-'subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all sus- pected or reported violations to the Federal awarding agency. 3. Davis -Bacon Act, as amended (40 U.S.C. 276a to a-7)—When required by Federal pro- gram legislation, all construction contracts awarded by the recipients and subrecipients of more than $2000 shall include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 276a to ar7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions Applica- ble to Contracts Governing Federally Fi- nanced and Assisted Construction"). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Sec- retary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall re - Pt. 215, App. A port all suspected or reported violations to the Federal awarding agency. 4. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333)—Where applicable, all contracts awarded by recipients in excess of $2000 for construction contracts and in ex- cess of $2500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under sec- tion 102 of the Act, each contractor shall be required to compute the wages of every me- chanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 112 times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is ap- plicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or mate- rials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 5. Rights to Inventions Made Under a Con- tract or Agreement—Contracts or agreements for the performance of experimental, devel- opmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit. Organizations and Small Business Firms Under Govern- ment Grants, Contracts and Cooperative Agreements," and any implementing regula- tions issued by the awarding agency. 6. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended—Contracts and subgrants of amounts in excess of. $100,000 shall contain a provision that re- quires the recipient to agree to comply with all applicable standards, orders or regula- tions issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Re- gional Office of the Environmental Protec- tion Agency (EPA). 7. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors who apply or bid for an award of $100,000 or more shall file the re- quired certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or at- tempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a 105 EXHIBIT E CERTIFICATION REGARDING LOBBYING Anti -Lobbying - On behalf of Triangle Area Network of Beaumont, Texas, and to the best of my knowledge and belief, No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an office or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form - LLL, Disclosure Form to Report Lobbying, in accordance with its instructions, and It will require that the language of paragraph 1 and 2 of this anti -lobbying certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. Triangle Area Network: ATTEST: BY: BY: mcn. wuno rronTUniTT BEAUMON* T• E e X o A9'$ AGREEMENT BETWEEN THE CITY OF BEAUMONT AND TRIANGLE AREA NETWORK EOWI 1{pUSt1'G 'OPPORTUNITY. This Agreement is made and entered into between the City of Beaumont, Texas, hereinafter referred to as CITY, and Triangle Area Network, hereinafter referred to as SUBRECIPIENT pursuant to the authority of Resolution 19-054, passed by the Beaumont City Council on March 19, 2019. This assistance will be funded in whole by the U.S. Department of Housing and Urban Development, Continuum of Care Program. WHEREAS, City has designated the Department of Community Development Block Grants Administration responsible for the administration of this Agreement and all matters pertaining thereto; and; WHEREAS, the Continuum of Care Program (CoC) is authorized by Title IV, subtitle F, of the Stewart B. McKinney Homeless Assistance Act (the McKinney Act) (42 U.S.C. 11403- 11407b). CoC is designed to provide rental assistance, in connection with supportive services for hard -to -serve homeless persons with disabilities (primarily those who are seriously mentally ill; have chronic problems with alcohol, drugs, or both; or have acquired immunodeficiency syndrome (AIDS) and related diseases) and their families; WHEREAS, the U.S. Department of Housing and Urban Development has awarded CITY a grant in the amount of $154,808.00 under the FY2018 Continuum of Care TRA Program, grant #TX0219L6E071710-TRA, to administer and provide tenant -based rental assistance (TRA) of (17) scattered site units for a period of one year, and; WHEREAS, in the FY18 grant CITY has engaged SUBRECIPIENT as the agency that would administer the rental assistance subsidies provided under the program; NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and the performance and accomplishment of the conditions hereinafter described. i Hou i Subject to the provisions of this Grant Agreement, the CITY will make funding assistance available to SUBRECIPIENT upon execution of the Grant Agreement by both parties. The grant period will extend from the 1st day of February, 2019 through the 3Is' day of January, 2020 unless sooner terminated in accordance with Section 25, Termination. 2. RESPONSIBILITIES SUBRECIPIENT hereby accepts the responsibility for the performance of all services and activities described as set forth in Exhibit A, and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY will consider SUBRECIPIENT's Executive Officer to be SUBRECIPIENT's representative responsible for the management of all contractual matter'pertaining hereto, unless written notification to the contrary is received from SUBRECIPIENT, and approved by CITY. Pursuant to receiving the equivalent amount of fund from the U.S. Department of Housing and Urban Development, The City has allocated the sum of $154,808.00 to be expended under this contract. Unless an amendment to this contract otherwise provides, that amount shall in no event be exceeded and the City shall under no circumstance be required to pay in excess of that amount. The CITY'S CDBG Manager will be CITY'S,representative responsible for the administration of this Agreement. 3. CITY'S OBILIGATION A. Limit of Liability. CITY will reimburse SUBRECIPIENT for expenses incurred pursuant and in accordance with the project budget attached hereto as Exhibit C and the Statement of Work herein attached as Exhibit A and incorporated herein by reference. Notwithstanding any other provision of the Agreement, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $154,808.00. B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by SUBRECIPIENT and receipt of a request for payment with appropriate documentation of expenditures, CITY shall make payments to SUBRECIPIENT based on the Project Budget attached hereto and incorporated herein for all purposes as Exhibit C, subject to the limitations and provisions set forth in this Section and Section 7 of this Agreement. Payments may be contingent upon certification of the SUBRECIPIENT'S financial management system in accordance with the standards specified in OMB Circular A-110, attached hereto as Exhibit D and incorporated herein by reference. 1. The parties expressly understand and agree that the CITY'S obligations under this Section are contingent upon the actual receipt of adequate Shelter Plus Care (S+C) funds to meet CITY'S .liabilities under this Agreement. If adequate funds are not available to make payments under this Agreement, CITY shall notify SUBRECIPIENT in writing within a reasonable time after such fact has been determined. CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section or terminate the Agreement. If S+C funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to SUBRECIPIENT under this Agreement 2. It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of Beaumont. 3. CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed or is subject to payment or reimbursement, from any other source; (b) was incurred prior to the beginning date, or, without prior approval from CITY, after the ending date specified in Section l; (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) reimbursement from CITY has not been requested within 90 calendar days following billing to SUBRECIPIENT, or termination of the Agreement, whichever date is earlier; or (e) is not an allowable cost as defined by Section 10 of this Agreement or the project budget. 4. CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of SUBRECIPIENT requiring prior written authorization from CITY, or after CITY has requested that SUBRECIPIENT furnish data concerning such action prior to proceeding further, unless and until CITY advises SUBRECIPIENT to proceed. 5. CITY shall not be obligated or liable under this Agreement to any parry other than SUBRECIPIENT for payment of any monies or provision of any goods or services. 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A. SUBRECIPIENT understands that funds provided pursuant to this Agreement are funds which have been made available to CITY by the Federal Government (U.S. Department of Housing and 'Urban Development) under the Title IV, Subtitle F, of the Stewart B. McKinney Homeless Assistance Act, as amended, in accordance with an approved Grant Application and specific assurances. The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon SUBRECIPIENT by law or administrative ruling, or to narrow the standards which SUBRECIPIENT must follow. SUBRECIPIENT further assures and certifies that if the regulations and issuances promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 23 of this Agreement. SUBRECIPIENT agrees to abide by the conditions of and comply with the requirements of the Office of Management and Budget Circulars Nos. A-110, A-122, A-87 and A-133 as applicable. B. SUBRECIPIENT shall comply with all applicable federal laws, laws of the State of Texas, ordinances of the City of Beaumont and local program requirements. C. SUBRECIPIENT is required to comply with the applicable uniform administrative requirements as described in 24 CFR 582 and 24 CFR 582.400 subpart E Exhibit B, with the exceptions noted below: 1. SUBRECIN ENT does not assume CITY'S environmental responsibilities described at CFR 582.230; and 2. "RECIPIENT does not assume the CITY'S responsibility for initiating the review process under the provisions of 24 CFR Part 582. 5. REPRESENTATIONS A. SUBRECIPIENT assures and guarantees that it possesses the legal authority; pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. B. The person or persons signing and, executing this Agreement on behalf of SUBRECIPIENT, does hereby warrant and guarantee that he, she, or they have been fully authorized by SUBRECIPIENT to execute this Agreement on behalf of SUBRECIPIENT and to validly and legally bind SUBRECIPIENT to all terms, performances and provisions herein set forth. C. CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either SUBRECIPIENT or the person signing the Agreement to enter into this Agreement. SUBRECIPIENT is liable to CITY for any money it has received from CITY for performance of the provisions of this agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section. D. SUBRECIPIENT agrees that the funds and resources provided SUBRECIPIENT under the terms of this Agreement will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, SUBRECIPIENT had this Agreement not been executed. 6. PERFORMANCE BY SUBRECIPIENT SUBRECIPIENT will provide, oversee, administer, and carry out all of the activities and services set out in the Statement of Work, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in the Project Budget, Exhibit C, attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in accordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be made in the Statement of Work without the prior written approval of the City's Community Development Grants Administrator. 7. PAYMENTS TO SUBRECIPIENT A. Payments to SUBRECIPIENT. The CITY shall pay to the SUBRECIPIENT a maximum amount of money totaling $154,808.00 for services rendered under this Agreement. CITY will pay these funds on a reimbursement basis to the SUBRECIPIENT within thirty days after CITY has received approved supporting documentation of eligible expenditures. SUBRECIPIENT'S failure to request reimbursement on a timely basis may jeopardize present or future funding. Funds are to be used for the sole purpose of providing services described in the Statement of Work herein attached as Exhibit A and based on the Project Budget herein attached as Exhibit C. B. Excess Payment. SUBRECIPIENT shall refund to CITY within ten working days of CITY'S request, any sum of money which has been paid by CITY and which CITY at any time thereafter determines: 1. has resulted in overpayment to SUBRECIPIENT; or 2. has not been spent strictly in accordance with the terms of this Agreement; or 3. is not supported by adequate documentation to fully justify the. expenditure. C. Disallowed Costs: Upon termination of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disapproved as a result of any auditing or monitoring by CITY, the U. S. Department of Housing and Urban Development, or any other Federal agency, SUBRECIPIENT will refund such amount to CITY within ten working days of a written notice to SUBRECIPIENT, which specifies the amount disallowed. Refunds of disallowed costs may not be made from these or any funds received from or through CITY. D. Reversion of Assets. Upon expiration of this Agreement, SUBRECIPIENT shall transfer to the CITY any CoC/SPC funds on hand at the time of expiration and any accounts receivable attributable to the use of CoC/SPC funds. If CITY finds that SUBRECIPIENT is unwilling and/or unable to comply with any of the terms of this Contract, CITY may require a refund of any and all money expended pursuant to this Contract by SUBRECIPIENT, as well as any remaining unexpended funds which shall be refunded to CITY within ten working days of written notice to SUBRECIPIENT to revert these financial assets. The revision of these financial assets shall be in addition to any other remedy available to CITY either at law or in equity for breach of this Contract. S. WARRANTIES SUBRECIPIENT represents and warrants that: A. All information, reports and data heretofore or hereafter requested by CITY and furnished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY. B. Any supporting financial statements heretofore requested by CITY and furnished to r CITY, are complete, accurate and fairly reflect the financial condition of SUBRECIPIENT on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of SUBRECIPIENT. C. No litigation or legal proceedings are presently pending or threatened against SUBRECIPIENT. D. None of the provisions herein contravene or are in conflict with the authority under which SUBRECIPIENT is doing business or with the provisions of any existing indenture or agreement of SUBRECIPIENT. E. SUBRECIPIENT has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of SUBRECIPIENT are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by SUBRECIPIENT to CITY. G. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. Dw-drell so A. During -the period of time that payment may be made hereunder and so long as any payments remain unliquidated, SUBRECIPIENT shall not, without the prior written consent of the Community Development Administrator or his authorized representative: 1. Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of SUBRECIPIENT now owned or hereafter acquired by it, or permit any pre-existing mortgages, liens, or other encumbrances to remain on, or attached to any assets of SUBRECIPIENT which are allocated to the performance of this Agreement and with respect to which CITY has ownership hereunder. 2. Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due. 3. Sell, convey, or lease all or substantial part of its assets. 4. Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser. 5. Sell, donate, loan or transfer any equipment or item of personal properly purchased with funds paid to SUBRECIPIENT by CITY, unless CITY authorizes such transfer. B. SUBRECIPIENT agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. 10. ALLOWABLE COSTS A. Costs shall be considered allowable only if incurred directly and specifically in the performance of and in compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and C. B. Approval of SUBRECIPIENT'S project budget, Exhibit C, does not constitute prior written approval, even though certain items may appear herein. CITY'S prior written authorization is required in order for the following to be considered allowable costs: 1. CITY shall not be obligated to any third parties, including any subrecipients of SUBRECIPIENT, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement. 2. Out of town travel. 3. Any alterations or relocation of the facilities on and in which the activities specified in Exhibit A are conducted. 4. Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit C. 5. Costs or fees for temporary employees or services. 6. 'Any fees or payments for consultant services. 7. Fees for attending out of town meetings, seminars or conferences. Written requests for prior approval are SUBRECIPIENT'S responsibility and shall be made within sufficient time to permit a thorough review by CITY. SUBRECIPIENT must obtain written approval by CITY prior to the commencement of procedures to solicit or, purchase services, equipment, or real or personal property. Any procurement or purchase which may be approved under the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. C. Equipment purchased by SUBRECIPIENT will be affixed with an asset tag by a Community Development representative and will remain in inventory for a period of five (5) years. During inventory period the equipment, belonging to the Department of Housing and Urban Development is to be used to carry out the proposed activities described in the,Statement of Work, Attachment A, and as such may not be sold, donated, or destroyed. After the inventory period, ownership of the equipment will revert to the SUBRECIPIENT with all rights thereof. 11. PROGRAM INCOME A. For purposes of this Agreement, program income means earnings of SUBRECIPIENT. realized from activities resulting from this Agreement or from SUBRECIPIENT'S management of funding provided or received hereunder. Such earnings include, but are not limited to, income from interest, usage of rental or lease fees, income produced from contract -supported services of individuals or employees or from the use or sale of equipment or facilities of SUBRECIPIENT provided as a result of this Agreement, and payments from clients or third parties for services rendered by SUBRECIPIENT under this Agreement. B. SUBRECIPIENT shall maintain records of the receipt and disposition of program income in the same manner as required for other contract funds, and reported to CITY in the format` prescribed by CITY. CITY.and SUBRECIPIENT agree, that any fees collected for services performed by SUBRECIPIENT shall be used for payment of costs associated with service provision. Revenue remaining after payment of all program expenses for service provision shall be considered Program Income and shall be subject to all the requirements of this Agreement and the regulations found at CFR 24, Section 570.504. C. SUBRECIPIENT shall include this Section in its entirety in all of its sub -contracts which involve other income producing services or activities. D. It is SUBRECIPIENT'S responsibility to obtain from CITY a prior determination as to whether or not income arising directly or indirectly from this Agreement, or the performance thereof, constitutes program income. SUBRECIPIENT is responsible to CITY for the repayment of any and all amounts determined by CITY to be program income, unless otherwise approved in writing by CITY. 12. MAINTENANCE OF RECORDS A. SUBRECIPIENT agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received under this Agreement, in compliance with the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management including OMB circulars A-87, A-110, A-122 and A-133 as applicable; Title 24 CFR Section 582 as it pertains to costs incurred, audits, program income, administration and other activities and functions. SUBRECIPIENT'S record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Nothing in this Section shall be construed to relieve SUBRECIPIENT of fiscal accountability and liability under any other provision of this Agreement or any applicable law. SUBRECIPIENT shall include the substance of this provision in all subcontracts. B. SUBRECIPIENT agrees to retain all books, records, documents, reports and written accounting procedures pertaining to the operation of programs and expenditures of funds under this Agreement for five years after all funds have been expended. C. Nothing in the above subsections shall be construed to relieve SUBRECIPIENT of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. D. At any reasonable time and as often as CITY may deem necessary the SUBRECIPIENT shall make available to CITY, the U. S. Department of Housing and Urban Development, or any of their authorized representatives, all of its records and shall permit CITY, the U. S. Department. of Housing and Urban Development, or any of their authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or'employment and all other data requested by said representatives. 13. REPORTS AND INFORMATION At such times and in such form as CITY may require SUBRECIPIENT shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. SUBRECIPIENT shall submit beneficiary and financial reports to the CITY, as requested, at least once and not to exceed quarterly during the program year. The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by the CITY. The financial report shall include information and data relative to all programmatic and financial reporting as of the beginning date specified in Section 1 of this Agreement. Beneficiary and financial reports shall be due to CITY within 15 working days after request by CITY. Unless the CITY has granted a written exemption, SU 3RECIPIENT shall submit a copy of any audit conducted by independent examiners in accordance with Generally Accepted Accounting Principles. ' If the SUBRECIPIENT receives more than $750,000 in federal funding, the audit must be conducted in accordance with OMB Circular A-133 as applicable. 14. MONITORING AND EVALUATION A. CITY shall perform on -site monitoring of SUBRECIPIENT'S performance under this Agreement. B. SUBRECIPIENT agrees that the CITY may carry out monitoring and evaluation activities to ensure adherence by SUBRECIPIENT to the Statement of Work attached hereto as Exhibit A, as well as other provisions of this Agreement. C. SUBRECIPIENT agrees to cooperate fully with the CITY in the development, implementation and maintenance of record -keeping systems and to provide data determined by the CITY to be necessary for the CITY to effectively fulfill its monitoring and evaluation responsibilities. D. SUBRECIPIENT agrees to cooperate in such a way so as not to obstruct or delay the CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff. E. After each official monitoring visit, the CITY shall provide the SUBRECIPIENT with a written report of monitoring findings documenting findings and concerns that will require a written response to the CITY. An acceptable response must be received by the CITY within sixty (60) days from the SUBRECIPIENT'S receipt of the monitoring report or audit review letter. Future contract payments can be withheld for the SUBRECIPIENT'S failure to submit a response within sixty (60) days. F. The SUBRECIPIENT shall submit copies of any fiscal, management, or audit reports by any of the SUBRECIPIENT'S funding or regulatory bodies to the CITY within five working days of receipt by the SUBRECIPIENT. 15. DIRECTOR'S MEETINGS During the terms of this Agreement, at the request of the CITY, SUBRECIPIENT shall cause to be delivered to the CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notices, if so requested, shall be delivered to the CITY in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. SUBRECIPIENT understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors meetings. .Minutes of all meetings of the SUBRECIPIENT'S governing body shall be available, and upon request, be provided to the CITY within ten days after Board approval. 16. INSURANCE A. SUBRECIPIENT shall observe sound business practices with respect to providing such bonding, and insurance as would provide adequate coverage for services offered under this Agreement. B. The premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, shall be covered by liability insurance, commonly referred to as Owner/Tenant coverage with the CITY named as additional insured. Upon request of the SUBRECIPIENT, the CITY may, at its sole discretion, approve alternate insurance coverage arrangements. C. SUBRECIPIENT will comply with applicable workers compensation statues and will obtain employers liability coverage where available and other appropriate liability coverage for program participants, if applicable. D. SUBRECIPIENT will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by SUBRECIPIENT. All employees of SUBRECIPIENT who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance. Evidence of the employee's valid Texas driver's license and automobile liability insurance. Evidence of the employee's current possession of a valid license and insurance must be maintained.on a current basis in SUBRECIPIENT'S files. E. Actual losses not covered by insurance as required by this Section are not allowable under this Agreement, and remain the sole responsibility of the SUBRECIPIENT. F. The policy or policies of insurance shall contain a clause which requires that the CITY and the SUBRECIPIENT be notified in writing of any cancellation or change in policy at least thirty (30) days prior to such change or cancellation. 17. CIVIL RIGHTS/EQUAL OPPORTUNITY A. SUBRECIPIENT shall comply with all applicable equal opportunity and affirmative action laws or regulations. The SUBRECIPIENT shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, gender, age or disability. The SUBRECIPIENT will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. B. The SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Executive Order 11246 as amended by Executive Orders 11375 and 12086. C. SUBRECIPIENT will furnish all information and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and Federal rules and regulations. D. In the event of SUBRECIPIENT'S non-compliance with the non-discrimination requirements, the CITY may cancel or terminate this Agreement in whole or in part, and SUBRECIPIENT may be barred from fiurther contracts with the CITY. 18. PERSONNEL POLICIES Personnel policies shall be established by the SUBRECIPIENT and shall be available for examination. Such personnel policies shall: A. Be in writing and shall be approved by the governing body of the SUBRECIPIENT and the CITY. 19. CONFLICT OF INTEREST A. SUBRECIPIENT covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. SUBRECIPIENT further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. SUBRECIPIENT further covenants that no member of its governing body or its staff, sub -recipients or employees shall possess any interest in or use his position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself or others particularly those with which he has family, business, or other ties. C. No officer, member, or employee of the CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his or her personal interest or the interest in any corporations, partnership, or association in which he or she has a direct or indirect interest. 20. NEPOTISM SUBRECIPIENT shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by SUBRECIPIENT, or is a member of SUBRECIPIENT'S governing board. The term member of immediate family includes wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step parent, step -child, half-brother and half-sister. 21. POLITICAL OR SECTARIAN ACTIVITY A. Neither the funds advanced pursuant to this Agreement, nor any personnel which may be employed by the SUBRECIPIENT with funds advanced pursuant to this Agreement shall be in any way or to any extent engaged in any conduct or political activity in contravention of Chapter 15 of Title 5 of the United States Code. B. The SUBRECIPIENT agrees that none of the funds or services provided directly or indirectly under this Agreement shall be used for'any partisan political activity or to further the election or defeat of any candidate for public office, or for publicity, lobbying and/or propaganda purposes designed to support or defeat pending legislation. Employees of the SUBRECIPIENT connected with any activity that is funded in whole or in part by funds provided to SUBRECIPIENT under this Agreement may not under the term of this Agreement: 1. Use their official 'position or influence to affect the outcome of an election or nomination. 2. Solicit contributions for political purposes; or 3. Take an active part in political management or in political campaigns. SUBRECIPIENT hereby agrees to sign a Certification Regarding Lobbying included herein as Exhibit E and if necessary, the Disclosure of Lobbying Activities provided by the CITY. 22. PUBLICITY A. Where such action is appropriate, SUBRECIPIENT shall publicize the activities conducted by SUBRECIPIENT under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for SUBRECIPIENT, the advertising medium shall state that the U. S. Department of Housing and Urban Development's Community Development Block Grant Program funding through the City of Beaumont has made the project possible. \ B. All published material and written reports submitted under this project must be originally developed material unless otherwise specifically provided in this Agreement. When material not originally- developed is included in a report, the report shall identify the source in the body of the report or by footnote. This provision is applicable when the material is in a verbatim or extensive paraphrase format. All published material submitted under this project shall include the following reference on the front cover or title page: This document is prepared in accordance with the City of Beaumont's Community Development Block Grant Program, with funding received from the United States Department of Housing and Urban Development. C. All reports, documents, studies, charts, schedules or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquires, correspondence and related material submitted by SUBRECIPIENT. 23. CHANGES AND AMENDMENTS A. Any alterations, additions or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. SUBRECIPIENT may not make transfers between or among approved line items within project budget categories set forth in Exhibit C without prior written approval of CITY. SUBRECIPIENT shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Agreement. In addition, budget revisions cannot significantly change the nature, intent or scope of the program funded under this Agreement. C. SUBRECIPIENT will submit revised budget and program information, whenever the level of funding for SUBRECIPIENT or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit C. D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. E. CITY may, from time to time during the term of the Agreement, request changes in Exhibit A, which may include an increase or decrease in the amount of SUBRECIPIENT'S compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletion, or additions to the Contact Budget Detail incorporated in Exhibit C shall require the prior written approval of CITY. G. SUBRECIPIENT agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change. H. SUBRECIPIENT shall notify CITY of any changes in personnel or governing board composition. 24. SUSPENSION OF FUNDING Upon determination by CITY of SUBRECIPIENT'S failure to timely and properly perform each of the requirements, time conditions and duties provided herein, the CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten working days written notice to SUBRECIPIENT, withhold further payments to SUBRECIPIENT. Such notice may be given by mail to the Executive Officer and the Board of Directors of SUBRECIPIENT. The notice shall set forth the default or failure alleged, and the action required for cure. The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar days. At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, SUBRECIPIENT may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period. If however, CITY determines that SUBRECIPIENT has not come into compliance, the provisions of Section 25 may be effectuated. 25. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph. 1. SUBRECIPIENT'S failure to attain compliance during any prescribed period of suspension as provided in Section 24. 2. SUBRECIPIENT'S failure to materially comply with any of the terms of this Agreement. 3. SUBRECIPIENT'S violation of covenants, agreements or guarantees of this Agreement. 4. Termination or reduction of funding by the United States Department of Housing and Urban Development. 5. Finding by the CITY that SUBRECIPIENT a. Is in such unsatisfactory financial condition as to endanger performance under this Agreement. b. has allocated inventory to this Agreement substantially exceeding reasonable requirements; C. is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business. 6. Appointment of a trustee, receiver or liquidator for all or substantial part of SUBRECIPIENT'S property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against SUBRECIPIENT. 7. SUBRECIPIENT'S inability to conform to changes required by Federal, State and local laws or regulations as provided in Section 4, and Section 23 (D), of this Agreement. 8. The commission of an act of bankruptcy. 9. SUBRECIPIENT'S violation of any law or regulation to which SUBRECIPIENT is bound or shall be bound under the terms of the Agreement. A. CITY shall promptly notify SUBRECIPIENT in writing of the decision to terminate and the effective date of termination. Simultaneous notice of pending termination may be made to other funding sources specified in Exhibit C. B. CITY may terminate this Agreement for convenience at any time. If CITY terminates the Agreement for convenience, SUBRECIPIENT will be paid an amount not to exceed the total of accrued expenditures as of the effective date of termination. In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of SUBRECIPEENT covered by the Agreement, less payments previously made. C. SUBRECIPIENT may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which SUBRECIPIENT depends for performance hereunder. SUBRECIPIENT may opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in a contract between SUBRECIPIENT and the funding source in question. SUBRECIPIENT may terminate this Agreement upon the dissolution of SUBRECIPIENT'S organization not occasioned by a breach of this Agreement. D. Upon receipt of notice to terminate, SUBRECIPIENT shall cancel, withdraw or otherwise terminate any outstanding orders or subcontracts, which relate to the performance of this Agreement. CITY shall not be liable to SUBRECIPIENT or SUBRECIPIENT'S creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date listed on the notice to terminate referred to in this paragraph. E. Notwithstanding any exercise by CITY of its right of suspension or termination, SUBRECIPIENT shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by SUBRECIPIENT, and CITY may withhold any reimbursement to SUBRECIPIENT until such time as the exact amount of damages due to CITY from SUBRECIPIENT is agreed upon or otherwise determined. 26. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person(s), firm, corporation or other entity against SUBRECIPIENT, SUBRECIPIENT shall give written notice thereof to CITY within two working days after being notified of such claim, demand, suit or other action. Such notice shall state the date and hour of notification of any such claim, demand, suit or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding, the basis of such claim, action or proceeding, and the name of any person(s) against whom such claim is being made or threatened. Such written notice shall be delivered either personally or by mail. 27. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that the CITY is contracting with the SUBRECIPIENT as an independent SUBRECIPIENT and that as such, SUBRECIPIENT shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of SUBRECIPIENT. B. SUBRECIPIENT agrees to provide the defense for, and to indemnify and hold harmless CITY, its agents, employees, or SUBRECIPIENTs from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or SUBRECIPIENTS. 28. NON -RELIGIOUS ACTIVITIES The SUBRECIPIENT will provide all services under this Agreement in a manner that is exclusively non -religious in nature and scope. There shall be no religious services, proselytizing, instruction or any other religious preference, influence or discrimination in connection with providing the services hereunder. 29. MISCELLANEOUS A. SUBRECIPIENT shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of CITY. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to SUBRECIPIENT hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may then or subsequently be committed by SUBRECIPIENT. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of CITY may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to the U. S. Department of Housing and Urban Development for matters of compliance, will have the final authority to render or to secure an interpretation. F. For the purpose of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and addresses set forth below: TO CITY: Mr. Kyle Hayes City Manager City of Beaumont P. O. Box 3827 Beaumont, TX 77704 TO SUBRECIPIENT: Mrs. Dena Gray Hughes Executive Director Triangle Area Network 1495 N. 7t' Street Beaumont, TX 77702 G. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court competent jurisdiction sitting in Jefferson County Texas. IN WITNESS OF WHICH this Agreement has been executed on this the of �tn of D-1 , 2019. CITY OF BEAUMONT: BY: L,-- L L Kyle Hayes, City Manager Triangle Area Network (TAN): to / �' M'L I Date ATTEST: agA Tina Broussard; City Clerk ATTEST: BY: i day