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HomeMy WebLinkAboutMDC program year 2017 CDBG Grant FundsSUBRECIPIENT AGREEMENT BETWEEN CITY OF MERIDIAN AND MERIDIAN DEVELOPMENT CORPORATION FOR PROGRAM YEAR 2017 COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement is entered into this 3rd day of ► \ , 2018 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Meridian Development Corporation, an urban renewal agency established under the laws of the state of Idaho ("Subrecipient"). WHEREAS, City is an entitlement community, and as such has applied for, and been granted authority to receive, funds from the United States Department of Housing and Urban Development ("HUD") under Title I of the Housing and Community Development Act of 1974, Public Law 93-383, i.e., Community Development Block Grant ("CDBG") funds; and WHEREAS, Subrecipient helps provide a suitable living environment for all low -to -moderate income ("LMI") individuals through community development projects aimed at rehabilitation of community facilities and construction and improvement of public infrastructure, which activities complement the objectives of the CDBG program; and WHEREAS, City and Subrecipient wish to enter into a cooperative agreement for the investment of CDBG funds from Program Year 2015 ("PY15"), Program Year 2016 ("PY16"), Program Year 2017 ("PY17"); and WHEREAS, Appendix II to 2 Code of Federal Regulations ("CFR") Part 200 establishes required "contract provisions for non-federal entity contracts under Federal awards"; and WHEREAS, it is acknowledged by the Parties that although Congress has signed an appropriation bill committing the funds set forth in this Agreement, and HUD has notified City of its apportionment and approved the City's Action Plan, availability of CDBG funds to City, and thus to Subrecipient, is subject to Congressional release of such funds to HUD and HUD's release of such funds to City; and that City's obligation to provide funding to Subrecipient under this Agreement is provisional, pending the availability of such funds; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. SCOPE OF SERVICE A. Activities. Subrecipient shall use City's PY15 CDBG funds in an amount not to exceed four hundred fifty four dollars and seventeen cents ($454.17), PY16 CDBG funds in an amount not to exceed thirty four thousand six hundred eighty five dollars and ninety four cents ($34,685.94), and PY17 CDBG funds in an amount not to exceed one hundred forty seven thousand fifty-five dollars ($147,055), providing a total CDBG funding project allocation from PY15, PY16, and PY17 in an amount not to exceed one hundred eighty two thousand, one hundred ninety five dollars and eleven cents ($182,195.11) to construct new sidewalk and associated public facilities compliant with the Idaho Standards for Public Works Construction, the Americans with Disabilities Act, the approved design guidelines of the Ada County Highway District, and the Davis -Bacon Act for parcels lacking sidewalk facilities at one to five of the following locations in Meridian, Idaho, as depicted in ExhibitA hereto: PY17SUBRECIPIENTAGREEMENT-MERIDIANDEVELOPMENT CORPORATION PAGE 1 OF 12 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 2 OF 12 1. Ninety-one (91) feet of sidewalk in front of 438 E. State Avenue; 2. Two hundred seventy-seven (277) feet of sidewalk along NE 5 th Street, between E. Carlton Avenue and E. State Avenue; 3. Fifteen (15) feet of sidewalk between 438 E. State Avenue and NE 5 th Street; 4. Three hundred thirty-nine (339) feet of sidewalk along south side of E. Carlton Avenue between NE 4 th Street and NE 5 th Street; and 5. At least Three hundred and thirty (330) feet of sidewalk along the south side of E. Carlton Avenue from the eastern side of NE 2 nd Street to NE 4 th Street. This project’s scope and budget include the costs associated with contracting a consultant organization to help manage and administer the project, as well as any and all planned and approved impacts associated with the construction of these sidewalk segments including, but not limited to, asphalt work and road widening; curb, gutter, and drainage construction; tree and shrubbery removal; etc. Refer to the stamped and approved design specifications for more details. B. National Objective. Subrecipient certifies that the activities carried out using the City’s CDBG funds provided by City under this Agreement will meet one or more of the CDBG program’s National Objectives as defined in 24 CFR § 570.208. Specifically, Subrecipient’s activities under this agreement shall construct public facilities benefitting persons in the BG2 CT103.21 area, which contains at least 51% LMI residents and is compliant with 24 CFR § 570.208(a)(1)(i). C. Level of Service. Subrecipient’s activities under this Agreement shall provide up to five (5) total Units of Service over the term of this Agreement. For the purposes of this Agreement, “Units of Service” shall be defined as a segment of constructed public sidewalk facility as described in Section I.A. of this agreement. D. Staffing not funded. Subrecipient agrees that CDBG funds provided under this Agreement will not be utilized for staffing. E. Time of performance. Services of Subrecipient shall start on or before January 1, 2018 and end on June 30, 2019. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. II. SUBRECIPIENT’S ADMINISTRATIVE REQUIREMENTS A. Performance monitoring. City will monitor the performance of Subrecipient against goals and performance measures as set forth herein. Performance monitoring shall include City’s review of Subrecipient’s submitted documents for accuracy and completion, as well as at least one on-site visit from City’s CDBG Administrator to review the completeness and accuracy of records maintained. Substandard performance as determined by City shall constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Subrecipient within fourteen days (14) after being notified by City, City shall initiate termination procedures. B. Budget. Subrecipient shall submit to City a detailed budget breakdown describing the activities to be undertaken with CDBG funds provided under this Agreement. Meridian City Council Meeting Agenda April 3, 2018 – Page 239 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 3 OF 12 C. Progress Reports. Subrecipient shall submit a Monthly Progress Report, in the form and content as required by City’s CDBG Administrator. If Monthly Progress Reports are delinquent, draw requests will not be processed until the delinquency is cured. Monthly Progress Reports must report levels of service, as outlined in this Agreement, as well as any relevant issues or updates. Monthly Progress Reports must be submitted even if there is no draw to accompany it for the month. D. Financial Management. 1. Accounting Standards. Subrecipient agrees to comply with 2 CFR § 200.302, and further agrees to: adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Certification of financial management system. Payments shall be contingent upon HUD’s certification of Subrecipient’s financial management system in accordance with 2 CFR § 215.17. 3. Closeout. Subrecipient’s obligation to City shall not end until all closeout requirements are completed. Activities during this closeout period shall include, but shall not be limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to City), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG funds, including program income. 4. Audits and inspections. All Subrecipient records with respect to any matters covered by this Agreement shall be made available to City, HUD or its agent, or other authorized federal officials, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. Any deficiencies noted in audit reports must be fully repaired by Subrecipient within thirty (30) days after receipt of such report by Subrecipient. Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. Subrecipient shall comply with 2 CFR § 200.501, which requires that all non-Federal entities that expend $750,000 or more in Federal awards, in one year, have a single or program-specific audit. 5. Suspension and Debarment. Pursuant to 2 CFR Part 180 and 2 CFR Part 200, Appendix II, section (H), Subrecipient is prohibited from contracting with any party that is suspended or debarred, i.e., listed on the governmentwide exclusions in the System for Award Management. E. Payment Procedures. 1. Program Income. The activities governed by this agreement are not anticipated to generate program income. Any change to the activities described herein that will generate program income shall require an amendment to this agreement. Meridian City Council Meeting Agenda April 3, 2018 – Page 240 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 4 OF 12 2. Indirect Costs. Indirect costs are not eligible for CDBG funding. 3. Payment Procedures. City will pay to Subrecipient funds available under this Agreement based upon information submitted by Subrecipient and consistent with any approved budget and City policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by City in accordance with advance fund and program income balances available in Subrecipient’s accounts. In addition, City reserves the right to liquidate funds available under this Agreement for costs incurred by City on behalf of Subrecipient. 4. Draw requests. It is expressly agreed and understood that the total amount to be paid by City under this Agreement shall not to exceed one hundred eighty two thousand, one hundred ninety five dollars and eleven cents ($182,195.11). City will not accept or process draw requests prior to City’s reception of Congressional Release of Funds; the CDBG Administrator shall notify Subrecipient of such release and the opportunity to submit draw requests. Draw requests for the payment of eligible expenses shall be made against the activity specified, in accordance with performance, and as expenses are incurred by Subrecipient. Draw requests shall only be accepted on official City and/or HUD forms and must be completed in full to be processed. All draw requests are to be submitted as needed in coordination with the CDBG Administrator. Draw requests shall include the following: draw request form, progress report, transaction detail (such as an invoice from a contractor or subcontractor), completed certified payroll forms (Department of Labor Form WH-347) and any employee wage verification interview forms (HUD Form 11) completed for the relevant draw request period, and proof of payment by Subrecipient (such as copy of check and bank transaction information showing payment of check, copy of receipt of payment by contractor or subcontractor, and/or other relevant documentation of payment). Subrecipient’s final draw request under this Agreement must be submitted by Subrecipient no later than June 30, 2019. 5. Reversion of assets to City. Pursuant to 24 CFR § 570.503(b)(7), upon expiration or termination of this Agreement, Subrecipient shall transfer to City any and all CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. 6. DUNS number. Subrecipient shall comply with requirements established by the Office of Management and Budget (“OMB”) concerning the Dun and Bradstreet Data Universal Numbering System (“DUNS”), the Central Contractor Registration database, and the Federal Funding Accountability and Transparency Act, including Appendix A to 2 CFR part 25, and 2 CFR § 170.320. F. Procurement. Subrecipient shall comply with current Federal and City policies concerning procurement and purchasing, including the City of Meridian Purchasing Policy and 2 CFR § 200.318, and shall provide to City upon request, records related to services procured with funds provided hereunder. 1. Procurement Processes . Subrecipient shall comply with the following requirements: a) Subrecipient shall provide City a copy of all bid packages for review, prior to issuing to the public; Meridian City Council Meeting Agenda April 3, 2018 – Page 241 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 5 OF 12 b) Subrecipient shall notify the City Purchasing Manager of bid opening dates and provide sufficient notice for the City Purchasing Manger to attend and attest to the bid results; c) Subrecipient shall provide City a copy of all construction contracts for review, prior to issuing to the apparent low bidders; d) all CDGB bids must include a Pre-Bid Meeting (details of the certified payroll and labor monitoring processes must be discussed at the meeting); and e) once awarded, Subrecipient must discuss the details of the certified payroll process at the Pre-Construction Meeting, prior to the Notice to Proceed. G. Records and reports. 1. Records to be maintained. In addition to specific records mentioned in this Agreement, Subrecipient shall maintain all records that are pertinent to the activities to be funded under this Agreement, including, but not limited to, those required by the Federal regulations specified in 2 CFR § 200.302 and 24 CFR § 570.506, including: a. Full descriptions and records of each activity undertaken; b. Records related to activities meeting the National Objectives; c. Records required to determine the eligibility of activities for CDBG funding; d. Financial records, as required by 2 CFR §§ 215.50, 215.53, and 570.502(a)(7); and e. Other records necessary to document compliance with 24 CFR Part 570, Subpart K. 2. Records retention . Subrecipient shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after the termination of all activities funded under this Agreement, defined as the date of the submission of City’s final annual performance and evaluation report to HUD. Records for non-expendable property acquired with funds under this Agreement shall be retained for five (5) years after final disposition of such property. If, prior to the expiration of the five-year period, any litigation, claims, audits, negotiations or other actions begin that involve any of the records cited, such records shall be retained until completion of the actions and resolutions of all issues, or the expiration of the five-year period, whichever occurs later. III. EMPLOYMENT AND LABOR CONDITION REQUIREMENTS A. Equal Employment Opportunity. Per 2 CFR Part 200, Appendix II, section (C) and 41 CFR § 60–1.4(b), the equal opportunity clause set forth in 41 CFR § 60–1.4(b) is incorporated herein by reference, and shall apply as though set forth fully herein. B. Civil Rights Act. Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VII 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, Section 504 of the Rehabilitation Act of 1974, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, Executive Order 11246 as amended by Executive Orders 11375 and 12086, and 24 CFR §§ 570.601 and 570.602. Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. C. Nondiscrimination. Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR § 570.607. The applicable non-discrimination provisions in Section 109 of the Meridian City Council Meeting Agenda April 3, 2018 – Page 242 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 6 OF 12 Housing and Community Development Act of 1974 (24 CFR § 6) are also applicable. Subrecipient will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. 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. D. ADA section 504. Subrecipient agrees to comply with Federal regulations pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq .), which prohibits discrimination against the handicapped in any Federally-assisted activities. City shall provide Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. E. Small, Women- and Minority-Owned Businesses. Per 2 CFR § 200.321, Subrecipient must take all necessary affirmative steps to assure that small businesses, minority businesses, women’s business enterprises, and labor surplus area firms are used when possible F. Notice to workers. Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other agreement or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers’ representative of Subrecipient’s commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. G. Solicitations for employment. Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. H. Faith-based organizations. Pursuant to 24 CFR § 570.200(j), if Subrecipient is a faith-based organization, Subrecipient agrees to expend funds provided under this Agreement in accordance with 24 CFR § 5.109. I. Labor standards. Per 2 CFR Part 200, Appendix II, section (D), Subrecipient agrees to comply with all applicable requirements of the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. §§ 3141–3144, and 3146–3148) as supplemented by Department of Labor regulations (29 CFR Part 5) as amended. In accordance with the statute, Subrecipient or Subrecipient’s subcontractor must pay wages to laborers and mechanics at a rate not less than the prevailing wages as specified in a wage determination made by the Secretary of Labor. In addition, Subrecipient or Subrecipient’s subcontractor must be required to pay wages not less than once a week. Subrecipient must include a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. Further, the provisions of Agreement Work Hours and Safety Standards Act; the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3), under which Subrecipient or Subrecipient’s subcontractor is 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 or she is otherwise entitled. Subrecipient further acknowledges and agrees that all contractors engaged under contracts in Meridian City Council Meeting Agenda April 3, 2018 – Page 243 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 7 OF 12 excess of $2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Agreement shall comply with Federal requirements pertaining to such Agreements and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve Subrecipient or its subcontractors of its obligation, if any, to require payment of the higher wage. Per 2 CFR Part 200, Appendix II, section (E), the Contract Work Hours and Safety Standards Act (40 U.S.C.§§ 3701–3708) applies to contracts in excess of $100,000. J. Conflicts of interest; nepotism. Subrecipient agrees to abide by the provisions of 24 CFR § 570.611. Further, no person who exercises or has exercised any function or responsibility with respect to CDBG-assisted activities, or who is 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 activities funded under this Agreement, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. K. Lobbying; political activities. Subrecipient hereby certifies that: 1. 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 agreement, 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 agreement, grant, loan, or cooperative agreement; 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing 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 Agreement, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; 3. Subrecipient will require that the following language be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly: “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 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not let less than $10,000 and not more than $100,000 for each such failure.” The foregoing certification is a material representation of fact upon which reliance is placed by City. Per 31 U.S.C. § 1352 and 2 CFR Part 200, Appendix II, section (I), submission of this certification may be a prerequisite for making or entering into this transaction. Subrecipient Meridian City Council Meeting Agenda April 3, 2018 – Page 244 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 8 OF 12 further agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engage in the conduct of political activities in violation of the Hatch Act (Title V, Chapter 15, U.S.C.). IV. GENERAL CONDITIONS A. Appropriation. It is acknowledged by the Parties that although Congress has signed an appropriation bill committing the funds set forth in this Agreement, and HUD has notified City of its apportionment and approved the City’s Action Plan, availability of CDBG funds to City, and thus to Subrecipient, is subject to Congressional release of such funds to HUD and HUD’s release of such funds to City. Unless and until HUD releases the funds, City shall have no contractual, legal, or equitable obligation to Subrecipient. In the event that CDBG funds are not made available to City, whether by Congress or by HUD, this Agreement shall be void, and City shall have no obligation to Subrecipient, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: City of Meridian Meridian Development Corporation Attn: Christopher Pope Attn: Ashley Squyres CDBG Program Administrator Administrator 33 E. Broadway Avenue 104 East Fairview Avenue. #239 Meridian, Idaho 83642 Meridian, Idaho 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Compliance with laws. Subrecipient agrees to comply with HUD regulations concerning CDBG funds, including, but not limited to, 24 CFR Part 570 and subpart K of such regulations. Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement, except that: (1) Subrecipient does not assume the recipient’s environmental responsibilities described in 24 CFR § 58.10; and (2) Subrecipient does not assume the recipient’s responsibility for initiating the review process under the provisions of 24 CFR Part 58. D. Independent Contractor. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Subrecipient shall at all times remain an independent Contractor with respect to the services to be performed under this Agreement. City shall provide no benefits or insurance coverage whatsoever to Subrecipient and/or to its agents. E. Workers’ Compensation. Subrecipient shall maintain workers’ compensation insurance coverage, in the amount required by Idaho law, for all employees involved in the performance of this Agreement. F. Insurance. Subrecipient shall carry sufficient insurance coverage to protect Agreement assets from loss due to theft, fraud and/or undue physical damage. Meridian City Council Meeting Agenda April 3, 2018 – Page 245 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 9 OF 12 G. Amendments. The parties hereto may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each party, and approved by City’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release either party from its obligations under this Agreement. City may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both parties. H. Termination ( see 2 CFR Part 200, Appendix II, section (B)). 1. Termination for convenience. Either party may terminate this Agreement by, at least thirty (30) days before the effective date of such termination, giving written notice to the other party of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Ineffective or improper use of funds provided under this Agreement; or d. Submission of reports that are incorrect or incomplete in any material respect. Either Party may terminate this Agreement for cause by providing written notice to to the other of the basis of termination. The defaulting Party shall have fourteen (14) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Subrecipient ineligible for any further participation in City CDBG programming. 3. Work completed. In the event of any termination, all finished or unfinished documents, data, studies, surveys, maps, models, drawings, photographs, reports, and/or other materials that are the property of and prepared by Subrecipient under this Agreement shall become the property of City, and Subrecipient shall provide same within seven (7) days of City’s demand therefor. Subrecipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. I. Assignment. Subrecipient shall not assign or transfer any interest in this agreement without prior written consent of City; provided, however, that claims for money due or to become due to Subrecipient from City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any assignment or transfer shall be furnished promptly to City. J. Subcontractors. 1. City must approve. Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the prior written consent of City. Meridian City Council Meeting Agenda April 3, 2018 – Page 246 of 396 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 10 OF 12 All subcontracts entered into in the performance of this Agreement shall be awarded pursuant to any applicable provisions of the City Purchasing Policy and/or local, state, or federal laws. 2. Monitoring. Subrecipient shall 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. Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by City, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 3. Subcontract content. Subrecipient shall cause all provisions of this Agreement in their entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. Specifically, without limitation, Subrecipient shall include the provisions of this Agreement regarding Civil Rights and Affirmative Action in every subcontract or purchase order, specifically or by reference, to ensure that such provisions will be binding upon all subcontractors. 4. Documentation. Executed copies of all subcontracts shall be forwarded to City along with documentation concerning the selection process. K. No contractual impediments. Subrecipient certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. L. Severability. If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. M. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. N. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party’s right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time after the governing body of either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement. O. Approval required. This Agreement shall not become effective or binding until approved by the respective governing bodies of both City and Subrecipient. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. SUBRECIPIENT: Meridian Development Corporation Meridian City Council Meeting Agenda April 3, 2018 – Page 247 of 396 D6 Basalone, Chairman CITY: City of Meridian By: e Weerd, Mayor Attest: ED s At �o Clerk PY17 SUBRECIPIENTAGREEMENT -MERIDIANDEVELOPMENTCORPORATION PAGE 11 OF 12 PY17 SUBRECIPIENT AGREEMENT – MERIDIAN DEVELOPMENT CORPORATION PAGE 12 OF 12 Exhibit A MAP OF PROJECT AREA (1 page) Meridian City Council Meeting Agenda April 3, 2018 – Page 249 of 396