Loading...
HomeMy WebLinkAboutFair Housing Foundation - 2025-07-01 HOME SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND FAIR HOUSING FOUNDATION (Fair Housing Services) This HOME SUBRECIPIENT AGREEMENT(Fair Housing Services)("Agreement") is made and entered into as of July 1, 2025 ("Effective Date") by and between the CITY OF HUNTINGTON BEACH, a municipal corporation and charter city ("City"), and FAIR HOUSING FOUNDATION, a California nonprofit public benefit corporation ("Subrecipient"). RECITALS A. City is a California municipal corporation and charter city under the laws of the State of California. B. City has applied for and received funds ("HOME Funds") from the United States Department of Housing and Urban Development ("HUD") pursuant to the HOME Investment Partnerships Act and HOME Investment Partnerships Program; 42 U.S.C. §12701, et seq., and the implementing regulations set forth in 24 CFR § 92.1, et seq. (together, "HOME Program") for the purposes of providing fair housing services ("Services") to the citizens of Huntington Beach in accordance with the HOME Program. As used herein, the HOME Program includes the HUD Final Rule set forth at 78 FR 142, adopted July 24, 2013, which adopts substantial amendments to the HOME Program regulations set forth at 24 CFR Part 92. C. City has available $104,431 in 2020-2021 HOME Administration funds that can be allocated to certain costs in 2025-2026 including, but not limited to, fair housing services provided by the Subrecipient. On May 6, 2025, by Resolution No. 2025-32, the City Council allocated $35,000.00 of the 2020-2021 HOME Administration funds to the Subrecipient to provide fair housing services to the City in 2025-2026. D. City wishes to engage the Subrecipient to assist the City in utilizing such HOME Funds identified in C. above; and E. City has environmental clearance to release the HOME Funds for this fair housing program. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Scope of Services. During the entire Term (defined below) of this Agreement, Subrecipient shall administer HOME-funded Fair Housing Services, all in accordance with the Scope of Services and Budget attached hereto as Exhibit A. In connection with the Fair 1 25-16639/381424 Housing Services, Subrecipient shall comply with all requirements of the HOME Program, this Agreement and all applicable federal, state and local laws and regulations. Subrecipient shall further take all reasonable actions necessary to enable City to comply with City's obligations under the HOME Program relating to the provision of Fair Housing Services. ARTICLE 2 TERM 2.1 Term. Reimbursable activities per this Subrecipient Agreement may begin on July 1, 2025 and shall end on June 30, 2026. The Term of this Agreement and the provisions herein shall be further extended to cover any additional time period during which the Subrecipient remains in control of HOME Funds or other HOME assets, including program income. ARTICLE 3 BUDGET AND PAYMENTS 3.1 Budget. The City has allocated Federal HOME funds in the amount of Thirty Five Thousand Dollars ($35,000.00) to the Subrecipient to assist with the program costs for activities described in the Scope of Work and Budget(Exhibit A). 3.2 Requests for Payments. The City shall reimburse the Subrecipient with identified HOME funds for program costs related to eligible services to not exceed the grant amount for the period beginning July 1, 2025 and ending June 30, 2026. The City shall not provide any payments/reimbursements in advance of actual expenditures by the Subrecipient. The Subrecipient shall submit to the City a monthly "Reimbursement Request" within fifteen(15)calendar days after the end of each month with the final report for 2025-2026 fiscal year delivered by July 15, 2026. The reimbursement requests shall include documentation to verify that the expenditure of funds is consistent with the project description/definition as approved. Prior to reimbursing the Subrecipient,the City will verify that the Subrecipient has met all applicable regulations for the project. Payroll records, receipts, paid invoices including an itemized statement of all costs are samples of appropriate methods of reimbursement documentation. 3.3 Payments Subject to Availability of HOME Funds. City's obligation to provide payments to Subrecipient hereunder is subject to City's receipt of HOME Funds from HUD pursuant to the HOME Program. 3.4 Accounting. Subrecipient shall,upon request,provide City with an accounting report, in form and content reasonably satisfactory to City, of any funds disbursed by City pursuant to Section 3.2. 3.5 Program Income. City and Subrecipient acknowledge and agree that the design of the fair housing activities does not anticipate the receipt of"Program Income," as defined in 24 2 25-1663 9/3 81424 CFR 92.2, by the Subrecipient. Notwithstanding, in the event that any Program Income is received by the Subrecipient, Subrecipient will promptly remit same to the City. ARTICLE 4 INSURANCE AND INDEMNIFICATION 4.1 Insurance. Without limiting City's right to indemnification, Subrecipient shall secure prior to commencing the performance of any Services under this Agreement, and maintain during the Term of this Agreement, insurance coverage as set forth in this Section. (a) Required Insurance. Subrecipient shall secure and maintain the following coverage: General Liability. In addition to the workers' compensation and employer's liability insurance and Subrecipient's covenant to indemnify City, Subrecipient shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the program / project. This policy shall indemnify Subrecipient, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the program, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000)for the program / project. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the program / project shall be deemed excess coverage and that Subrecipient's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a "deductible" or any other similar form of limitation on the required coverage. Workers Compensation and-Employers' Liability. Pursuant to California Labor Code Section 1861, Subrecipient acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Subrecipient covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Subrecipient shall maintain workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Subrecipient shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Subrecipient shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Subrecipient shall similarly require all subcontractors to waive subrogation. 3 25-16639/381424 Certificate of Insurance. Prior to commencing performance of the work hereunder, Subrecipient shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: 1. provide the name and policy number of each carrier and policy; 2. state that the policy is currently in force; and 3. promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of City. Subrecipient shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by City. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Subrecipient under the Agreement. City or its representative shall at all times have the right to demand the original or a copy of all the policies of insurance. Subrecipient shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. Subrecipient shall provide a separate copy of the additional insured endorsement to each of Subrecipient's insurance policies, naming City, its officers, elected and appointed officials, employees, agents and volunteers as Additional Insureds, to the City Attorney for approval prior to any payment hereunder. 4.2 Indemnification. (a) As respects acts, errors or omissions in the performance of Services under this Agreement, the Subrecipient agrees to defend, indemnify and hold harmless City, its officers, agents, employees, representatives and volunteers from and against any and all claims, demands, defense costs, liability or consequential damages of any kind or nature arising directly out of the Subrecipient's negligent acts, errors or omissions in the performance of Services under the terms of this Agreement. (b) As respects all acts or omissions which do not arise directly out of the performance of Services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, Subrecipient agrees to indemnify, defend (at City's option), and hold harmless City, its officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with Subrecipient's performance or failure to perform, under this Agreement; excepting those which arise out of the sole negligence of City. 4 25-1663 9/3 81424 ARTICLE 5 ADMINISTRATIVE REQUIREMENTS 5.1 Financial Management. (a) Accounting Standards. Subrecipient agrees to comply with 24 CFR 84.21 through 84.28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. (b) Cost Principles. Subrecipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non-Profit Organization." These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. 5.2 Reporting Requirements. The Subrecipient shall submit "Quarterly Activity Reports" within fifteen(15)calendar days of the end of the first three quarters. The final quarterly report is due no later than July 15, 2026. Quarterly reports shall be provided by the Subrecipient to the City indicating the number of persons assisted, income and ethnicity of persons assisted, how/what assistance was provided, and a description of how and when determination of eligibility status was made for persons assisted. The report must include sufficient information to assist the City in monitoring the Subrecipient's performance. The Subrecipient must demonstrate satisfactory performance prior to reimbursement for expenditures. 5.3 Use and Reversion of Assets. The use and disposition of property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFT 92.504, as applicable. The Subrecipient shall transfer to the City any HOME Funds on hand and any accounts receivable attributable to the use of HOME Funds under this Agreement at the time of the earliest to occur of expiration, cancellation, or termination. 5.4 Ownership of Documents. All documents and materials, both tangible and intangible,furnished by or through the City to Subrecipient pursuant to this Agreement are and shall remain the property of City and shall be returned to City upon the earliest to occur of expiration, cancellation, or termination of this Agreement. All documents and materials prepared by Subrecipient under or related to this Agreement shall become the property of City at the time of payment to Subrecipient of all fees, if any, for their preparation, and shall be delivered to City by Subrecipient at the request of City, and in any event upon the earliest to occur of expiration, cancellation, or termination of this Agreement. 5.5 Record Retention. Unless otherwise notified by the City,the Subrecipient shall retain all financial records, supporting documents and statistical reports related to the project identified under this Agreement until June 30, 2031. All records subject to an audit finding must be retained for five (5) years from the date the finding is made or until the finding has been cleared by appropriate officials and the Subrecipient has been given official written notice. 5 25-1663 9/3 81424 ARTICLE 6 PERSONNEL & PARTICIPANT CONDITIONS 6.1 Civil Rights. (a) Compliance. The Subrecipient agrees to comply with the Huntington Beach Municipal Code, Government Code Section 4450, et seq., the Unruh Civil Rights Act, Civil Code Section 51, et seq., 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 1 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, 11478, 12107 and 12086. (b) Nondiscrimination. The Subrecipient agrees to comply with (1) the requirements of 24 CFR Part 5, subpart A, which relate to nondiscrimination and equal opportunity; (2) the nondiscrimination requirements of Section 282 of the HOME Investment Partnerships Act, 42 U.S.C. Section 12701, et seq. (c) Section 504. The Subrecipient agrees to comply with all federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any federally assisted program. 6.2 Affirmative Action. (a) Executive Order 11246. The Subrecipient agrees that it shall be committed to carry out pursuant to the City's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. (b) Women- and Minority-Owned Businesses (W/MBE). The Subrecipient will use its best efforts to afford small businesses,minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this Agreement, the term "small business" means a business that meets the criteria set forth in Section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise"means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro- Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 6 25-16639/381424 Affirmative Action (EEO/AA) Equal Employment Opportunity and (E ) Statement. The Subrecipient,will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. (d) Subcontract Provisions. The Subrecipient will include the provisions of Sections 6.1, Civil Rights, and 6.2, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own sub-subrecipients or subcontractors. 6.3 Employment Restrictions. (a) Prohibited Activity. The Subrecipient is prohibited from using HOME Funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. (b) Labor Standard. The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as and when those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and the implementing regulations thereto issued by the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates compliance with applicable hour and wage requirements. (c) Prevailing Wage. The Subrecipient agrees that, to the extent applicable, all contractors engaged under contracts for construction,renovation or repair work financed in whole or in part with assistance provided under this Agreement shall comply with the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 and California Labor Code Section 1720, et seq. governing the payment of wages and ratio of apprentices and trainees to journey workers. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. (d) Section 3 Clause. The Subrecipient agrees, to the extent applicable, to comply with Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135. 6.4 Conduct. (a) Assignment. The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the City thereto; provided, however, that claims for money due or to become due to the Subrecipient from 7 25-1663 9/3 81424 the City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City. (b) Subcontracts. (i) Approvals. The Subrecipient shall not enter into any subcontracts with any entity, agency or individual in the performance of this Agreement without the',wrjtten consent of the City prior to the execution of such agreement. (ii) Monitoring. The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. (iii) Content. The Subrecipient shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. (iv) Selection Process. The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the City along with documentation concerning the selection process. (c) Hatch Act. The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. (d) Conflict of Interest. The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 92.356, which include (but are not limited to)the following: (i) The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers. employees or agents engaged in the award and administration of contracts supported by HOME Funds. (ii) No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by HOME Funds if a conflict of interest, real or apparent, would be involved. 8 25-16639/381424 (iii) No covered persons who exercise or have exercised any functions or responsibilities with respect to HOME-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities,may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the HOME-assisted activity, or with respect to the proceeds from the HOME-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph,a"covered person"includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the City, the Subrecipient, or any designated public agency. (e) Lobbying. The Subrecipient hereby certifies that: (i) No federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract,the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement; (ii) 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 this federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and (iii) It will require that the language of paragraph(iv) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly. (f) Lobbying Certification. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352 Title 31, US.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure. 9 25-16639/381424 (g) Religious Activities. The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities such as worship, religious instruction, or proselytization. (h) Drug-Free Workplace. The Subrecipient agrees to maintain a drug-free workplace per the requirements of 2 CFR part 2429. (i) Debarred or Suspended Entities. By signing this Agreement, Subrecipient certifies that it is not presently listed by any federal agency as debarred, suspended, or proposed for debarment from any federal contract activity. If during the term of this Agreement this information changes, Subrecipient shall notify City without delay. Such notice shall contain all relevant particulars of any debarment, suspension, or proposed debarment. Further, in carrying out its responsibilities hereunder, Subrecipient will not employ, contract with, or otherwise make use of subcontractors, service providers, consultants, or any other party that is debarred, suspended, or proposed for debarment from any federal contract activity. ARTICLE 7 GENERAL CONDITIONS 7.1 General Compliance. The Subrecipient agrees to comply with the requirements of the HOME Program in the administration and implementation of Fair Housing Services and this Agreement. The Subrecipient shall carry out each activity in compliance with all regulations described in subpart H of 24 CFR Part 92, except that the Subrecipient does not assume the City's responsibilities for environmental review under 24 CPR 92.352 and the intergovernmental review process described in 24 CFR 92.357 does not apply to the Subrecipient. The Subrecipient also agrees to comply with all other applicable federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. 7.2 Familiarity with Services;Qualified Personnel. (a) By executing this Agreement, Subrecipient represents and warrants that Subrecipient (i) has thoroughly investigated and considered the Services to be performed, (ii)has carefully considered how the Services should be performed, and (iii) fully understands the requirements, difficulties and restrictions attending the performance of the Services under this Agreement. (b) Subrecipient represents that Subrecipient has or will secure and maintain, at Subrecipient's so 1 e cost and expense, all qualified and licensed personnel required to perform the Services. Staff and any additional personnel hired by Subrecipient shall be employees of Subrecipient. Such personnel shall not be 10 25-16639/381424 deemed to be employees of City or to have any contractual relationship with City. Such Personnel shall be authorized or permitted under state and local law to perform the Services. 7.3 Independent Contractor. In performing under this Agreement, Subrecipient is and shall at all times be acting and performing as an independent contractor to City,performing its duties in accordance with its own judgment. City shall neither have nor exercise any control or direction over the methods by which Subrecipient performs its work and function nor shall City have the right to interfere with such freedom or action or prescribe rules or otherwise control or direct the manner in which such services are performed. The sole interest of the City in the Services performed by the Subrecipient is that such Services be performed in a legal competent, efficient and satisfactory manner. Nothing contained herein shall cause the relationship between the parties to this Agreement to be that of employer and employee. Subrecipient shall not have the authority to obligate City to any contract, obligation, or undertaking whatsoever and shall make no representation, either oral or in writing. 7.4 Subrecipient Representative. Subrecipient hereby designates Stella Verdeja, Executive Director as its Project Manager for Fair Housing Services ("Subrecipient's Representative"). Subrecipient's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 7.5 Nepotism. Subrecipient shall not hire or permit the hiring of any person to fill a position funded through this Agreement if a member of the person's immediate family is employed in an administrative capacity by City's HOME Program or any department of the City which is administering the HOME Program. For the purposes of this section, the term "immediate• family' means spouse, child, mother, father brother, sister, brother-in-law, sister- in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisory or management responsibilities, including serving on the governing body of City. 7.6 Hold Harmless. The Subrecipient shall indemnify, hold harmless, and defend the City and their elected officials, officers, employees and agents and shall pay for expenses incurred by the City for any and all claims, actions, suits, charges and judgments whatsoever related in any manner to or that arise out of the Subrecipient's performance or nonperformance of the Services or subject matter called for in this Agreement. 7.7 City Recognition. The Subrecipient shall insure recognition of the role of the City in providing Services through this Agreement. All activities,facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. 7.8 Notices. Any approval, disapproval, demand, document or other notice ("Notice") which any party may desire to give to the other party under this Agreement must be in writing and may be given either by (i)personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, (iii) facsimile transmission, or (vi) mailing in the United States mail, certified mail, postage 11 25-16639/381424 prepaid,return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice. Service shall be deemed conclusively made at the time of service if personally served; upon confirmation of receipt if sent by facsimile transmission; the next business if sent by overnight courier and receipt is confirmed by the signature of an agent or employee of the party served; the next business day after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by express mail; and three(3) days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail. Subrecipient: Stella Verdeja Executive Director Fair Housing Foundation 3605 Long Beach Blvd., Suite 302 Long Beach, CA 90807 City: City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 With copies to: Charles Kovac, Housing Manager Community Development/Community Enhancement 2000 Main Street Huntington Beach, CA 92648 Such addresses may be changed by Notice to the other party(ies) given in the same manner as provided above. 7.9 Amendment and Waiver. This Agreement may be amended, modified, or supplemented only by a writing executed by each of the parties. Any party may in writing waive any provision of this Agreement to the extent such provision is for the benefit of the waiving party. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by that party or its or any other party's compliance with any representations or warranties or with any provision of this Agreement. 7.10 Entire Agreement. This Agreement,including all Exhibits attached hereto,embodies the entire agreement and understanding between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether verbal or written, of the parties pertaining to the subject matter. In the event of a conflict between this Agreement, on one hand, and any Exhibit attached hereto, on the other hand, the provisions of this Agreement shall control; provided, if it is possible to comply with the requirements of this Agreement and the Exhibits, the parties shall do so. The following Exhibits are attached to this Agreement and incorporated herein: 12 25-16639/381424 Exhibit A Scope of Services and Budget 7.11 Governing Law. The validity,construction,and performance of this Agreement shall be governed by the laws of the State of California. 7.12 Non-Liability of Members, Officials and Employees of City. No member, official or employee of City shall be personally liable to Subrecipient, or any successor in interest, in the event of any Default or breach by City or for any amount which may become due to Subrecipient or Subrecipient's successors, or on any obligation under the terms of this Agreement. Subrecipient hereby waives and releases any claim Subrecipient may have against the member, officials or employees of City with respect to any Default or breach by City or for any amount which may become due to Subrecipient or Subrecipient's successors, or any obligations under the terms of this Agreement. Subrecipient makes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." ARTICLE 8 ENFORCEMENT; TERMINATION 8.1 Events of Default. (a) For purposes of this Agreement, the word "Default" shall mean the failure of Subrecipient to perform any of Subrecipient's duties or obligations or the breach by Subrecipient of any of the terms and conditions set forth in this Agreement; any failure by Subrecipient to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; any ineffective or improper use of funds provided under this Agreement; or submission by the Subrecipient to the City reports that are incorrect or incomplete in any material respect. In addition, Subrecipient shall be deemed to be in Default upon Subrecipient's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets, (ii) making a general assignment for the benefit of creditors, (iii)being adjudged bankrupt, (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy,arrangement,reorganization or insolvency law(unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of 13 25-16639/381424 such filing), or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Subrecipient's assets or of Subrecipient' s interests hereunder. (b) City shall not be deemed to be in Default in the performance of any obligation required to be performed by City hereunder unless and until City has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Subrecipient specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of City's obligation is such that more than thirty (30) days are required for its performance, then City shall not be deemed to be in Default if City shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. 8.2 Institution of Legal Actions. In addition to any other rights and remedies, and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or in equity to seek the specific performance of the terms of this Agreement,to cure, correct or remedy any Default, to recover damages for any Default or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of California, State of California or in the United States District Court for the Central District of California. 8.3 Acceptance of Service of Process. In the event that any legal action is commenced by the Subrecipient against City, service of process on City shall be made by personal service upon the City Clerk or in such other manner as may be provided by law. In the event that any legal action is commenced by City against the Subrecipient, service of process on the Subrecipient shall be made by personal service upon Subrecipient's Representative or in such other manner as may be provided by law. 8.4 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party. 8.5 Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 8.6 Attorney's Fees. City and Subrecipient agree that in the event of litigation to enforce this Agreement or terms, provisions and conditions contained herein, to terminate this Agreement, or to collect damages for a Default hereunder, the prevailing party shall not be 14 25-16639/381424 entitled to costs and expenses, including reasonable attorney's fees, incurred in connection with such litigation,such that each party shall be responsible for their costs and attorneys' fees. 8.7 Termination. (a) Termination for Cause. In accordance with 24 CFR 85.43, the City may suspend or terminate this Agreement in the event of a Default by the Subrecipient under this Agreement. Subrecipient may suspend or terminate this Agreement if City fails to make payments to Subrecipient as required herein. (b) Termination for Convenience. In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the City or the Subrecipient, in whole or in part, by setting forth the reasons for such termination,the date the termination will be effective, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the City determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the City may terminate the award in its entirety. IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed by and through their authorized officers on July 1, , 2025. SUBRECIPIENT: CITY: FAIR HOUSING FOUNDATION, CITY OF HUNTINGTON BEACH, a California nonprofit corporation a municipal corporation and charter city By: By: I/ ,.- Communi Develo ment Director print name ITS: Executive Director APPROVED AS TO FORM: AND By: e„ City Attorney By: Receiv and Fil print name ./ ITS: (circle one) Secretary/ Yfi Chief Financial Officer/Asst. Secretary—Treasurer City Clerk Sy/S-- ' : COUNTERPART 15 25-16639/381424 entitled to costs and expenses, including reasonable attorney's fees, incurred in connection with such litigation,such that each party shall be responsible for their costs and attorneys' fees. 8.7 Termination. (a) Termination for Cause. In accordance with 24 CFR 85.43, the City may suspend or terminate this Agreement in the event of a Default by the Subrecipient under this Agreement. Subrecipient may suspend or terminate this Agreement if City fails to make payments to Subrecipient as required herein. (b) Termination for Convenience. In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the City or the Subrecipient, in whole or in part, by setting forth the reasons for such termination,the date the termination will be effective,and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the City determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the City may terminate the award in its entirety. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by and through their authorized officers on July 1, , 2025. SUBRECIPIENT: CITY: FAIR HOUSING FOUNDATION, CITY OF HUNTINGTON BEACH, a California nonprofit corporation a municipal corporation and charter city • By: V By: Stella erdeja Community Development Director print name ITS: Executive Director APPROVED AS TO FORM: AND By: City Attorney B • Moore print name ITS:(circle one)Secretary/ --- Chief Financial Officer/Asst. :ecretary—Treasurer COlp\ITERPART 25-16639/381424 EXHIBIT A SCOPE OF SERVICES AND BUDGET 16 25-16639/381424 EXHIBIT A FY 2025-2026 SCOPE OF SERVICES AND BUDGET FAIR HOUSING FOUNDATION A. SCOPE OF SERVICES Outcome Statement: Fair Housing Foundation offers a fair housing program that includes the following 1) discrimination complaint counseling, intake, investigations and resolutions; 2) education and outreach services; 3) general housing counseling, mediations, assistance, and referrals; and 4) affirmatively further fair housing activities to address the Analysis of Impediments to Fair Housing. This project furthers Priority #8 in the City of Huntington Beach's adopted Housing and Community Development 2025-2029 Consolidated Plan (HUD 5-year plan), which is Planning for Housing and Community Development Needs. Principal Task: Between July 1, 2025 and June 30, 2026, Fair Housing Foundation will: 1. Provide supportive services to 300 Huntington Beach individuals. Fair Housing Foundation will submit a monthly Grantee Performance Report(GPR) on these goals on the form attached hereto by the 15`h of each month over the duration of this agreement. B. PROJECT FUNDING & COST ESTIMATES With the submission of monthly invoices together with proper support documentation, for the services and authorized budget items described in Section A of this Exhibit, Fair Housing Foundation will be reimbursed on a monthly basis in accordance with the following annual project budget: Salaries and Benefits: $24,745 Rent: $4,280 Communications: $866 Travel: $602 Consultants: $1,056 Insurance: $1,112 Supplies: $2,339 Fair Housing Foundation Budget: $35,000 17 25-1663 9/3 81424 --�-1 OP ID: BB AG c R0 DATE(fdM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 07/31/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the poticy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Driscoll&Assoc Ins Svcs Inc. NAME: Kerry M. Driscoll PHDNE :562-595-5355 FAX N,;562-252-8711 CA.License 0899775 (A/C No,Eat): ( ,� P 0 Box 92526 E-MAIL LongCA ADDRESS:kerry@driscollinsured.com Beach, 90809-2526 PRODUCER Kerry M.Driscoll CUSTOMER ID a:FAIRH- 1 INSURER(S)AFFORDING COVERAGE NAIC B _ —..._.--.._---- INSURED Fair Housing Foundation INSURER A:Nonprofits Ins.Alliance Ca. 3605 Long Beach Blvd#302 INSURER El The Hartford 00914 Long Beach, CA 90807 — — -- —— — INSURER C:Nonprofits's Ins.Alliance of INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN-gR TYPE OF INSURANCE ADUBR- POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED A X COMMERCIAL GENERAL LIABILITY X 2024-15165 09/01/2024 09/01/2025 PREMISES(Ea occurrences $ 500,000 CLAIMS-MADE L-X 1 OCCUR MED EXP(Any one person) S 20,000 PERSONAL B ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER' PRODUCTS-COMP/OP AGG $ 3,000,000 POLICY(X 1 JEGT 1- 1 LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) S ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE A X HIRED AUTOS 2024-15165 09/01/2024 09/01/2025 (PER ACCIDENT) $ A X NON-OWNED AUTOS 2024-15165 09/01/2024 09/01/2025 S S )( UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 A 2024-15165-UMB 09/01/2024 09/01/2025 DEDUCTIBLE S RETENTION $ I S WORKERS COMPENSATION WC STATU- iOTH- AND EMPLOYERS'LIABILITY X TORY LIMITS I ER Y/N B ANYPROPRIETOR/PARTNERIEXECUTIVE 72WECAY9U4P I07/31/2025 07/31/2026 El.EACH ACCIDENT $ 1,000,000 OFFICERJMEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 II yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C DIRECTORS/OFFICERS 2024-15165-DO 09/01/2024 09/01/2025 1,000,000 occ/aggr C PROFESSIONAL LIABI 2024-15165 09/01/2024 09/01/2025 3,000,000 Prof/Agg DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is re F1OV (7 AS TO FORM Re:all operations as covered by these policies. Regards General Liability, The City of Huntington Beach, Its elected or appointed officials agents officers,employees and volunteers are Additional Insured-Designated Person or Organization per attached CG2026.30 days notice of Cancellation except By: 10 days for nonpayment. MICHAEL J.VIGLIOTTA` CERTIFICATE HOLDER CANCELLATION CITY ATTORNEY HUNTI-2 CITY OF HUNTING I ON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Simone Slifman Risk Management AUTHORIZED REPRESENTATIVE Main2000 Street Hunt (Huntingtoo n Beach,CA 92648 � ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD