Subrecipient Agreement for Use of PY09 CDBG FundsSUBRECIPIENT AGREEMENT FOR USE OF
PYO? COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS
THIS AGREEMENT is entered into this 1~~ay of April, 2010, by and between the City of
Meridian ("City"}, a municipal corporation organized under the laws of the State of Idaho, and the
Meridian Development Corporation, an urban renewal agency as established under Chapter 20, Title
50, Idaho Code ("Subrecipient").
WHEREAS, City is an entitlement community, and as such has applied for and received funds
from the United States Government 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 is the urban renewal agency for the City, charged with increasing the
economic vitality within the urban renewal area boundary and creating opportunities to live, work, and
play Downtown; and
WHEREAS, City and Subrecipient wish to enter into a cooperative agreement for the
investment of CDBG funds from Program Year 2007 (PY07}during Program Year 2009 (PY09} ;
NOW, THEREFORE, it is agreed by the parties hereto as follows:
I. STATEMENT OF WORK
A. Purpose. Subrecipient agrees that it shall use City's PY07 CDBG funds in the amount of fifly-
five thousand dollars ($55,000) to reduce the spread of slum and blight in the designated Urban
Renewal Area in a manner identif ed in Subrecipient's Urban Revitalization Strategy.
Specifically, Subrecipient will use CDBG funds to design streetscape improvements associated
with the Meridian Road/Main Street Split Corridor Phase 2 Roadway Project, which generally
includes the Meridian Road/Main Street corridor from Franklin Road to Fairview Avenue in
Downtown Meridian ("public facilities").
Subrecipient shall be responsible for administering its PY07 CDBG funds in a manner
satisfactory to City and consistent with any and all standards required as a condition of
providing these funds.
B. National Objective. Subrecipient agrees to, and shall, utilize PY07 CDBG funds to retain
consultant services to design public facilities as described herein. Such activity shall contribute
to addressing slums and blight on an area basis, as defined in 24 CFR § 570.208(b)(1).
Subrecipient recognizes that, as public facility design does not in and of itself address slums
and blight, the stated National Objective will not be met until the public facilities are fully
constructed. For this reason, Subrecipient further agrees to, and shall, secure funding for, and
certify completion of, the construction of the streetscape improvements designed with the PY07
CDBG funds granted hereunder in conjunction with the associated roadway project,
construction and completion of which is currently programmed for 2013. Subrecipient
acknowledges that completion of both the design and the construction of the public facilities
PYO7 SusxEetPtEtv-r AGttE~n~trr - IvIrRfDtAN DEV~tot~rre CoRPOtzA~oty P,ao~ 1 or 13
shall be material provisions of this Agreement and conditions of City's grant of PY07 CDBG
funds to Subrecipient. If the public facilities designed with PY07 CDBG funds provided under
this Agreement are not completely constructed within six months of completion of the Split
Corridor Roadway project, Subrecipient shall repay to City any and all funds provided to
Subrecipient under this Agreement, whether or not such failure is or may be attributable to any
act or omission by Subrecipeint.
C. Levels of accomplishment. This project will provide Subrecipient funds to retain consultant
services for the design of streetscape improvements for construction with the Meridian
Road/Main Street Split Corridor Phase 2 Roadway project. This activity will not be complete,
however, until the National Objective identified in I.B is accomplished by full construction of
improvements designed with CDBG assistance.
D. Documentation. Prior to committing funds to this project, Subrecipient shall provide the
following documentation to City:
1. The date of designation of the blighted area and its boundaries;
2. A description of the conditions which qualified the area at the time of its designation in
sufficient detail do demonstrate how the area met the criteria for such designation;
3. A description of the activity showing how it addresses a condition which led to the decline
of the area;
E. Staffing not funded. Subrecipient agrees that no CDBG funds will be utilized for staffing.
F. Performance Monitoring. City will monitor the performance of Subrecipient against goals
and performance standards required herein. Substandard performance as determined by City
will constitute non-compliance with this Agreement. If action to correct such substandard
performance is not taken by Subrecipient within fourteen (14) days after being notified by the
City, Agreement suspension or termination procedures will be initiated.
G. Time of Performance. Services of Subrecipient under this Agreement shall start on or before
April 1, 2010 and shall be completed by September 30, 2010. 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 assets, including program income.
H. Progress Updates. Subrecipient shall provide design updates to City related to the use of
CDBG funds during project coordination meetings scheduled monthly between City,
Subrecipient, and Ada County Highway District.
IL ADMINISTRATIVE REQUIREMENTS
A. Uniform administrative requirements. Subrecipient shall comply with applicable uniform
administrative requirements, as described in 24 CFR § 570.502.
PY07 SUBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 2 OF 13
B. Financial Management.
1. Budget. Subrecipient agrees that it shall use City's PY07 CDBG funds in the amount of
fifty-five thousand dollars ($55,000) to design streetscape improvements associated with the
Meridian RoadJMain Street Split Corridor Phase 2 Roadway Project. City may require a
detailed budget breakdown, and Subrecipient shall provide such information in a timely
fashion, and in the form and content prescribed by City.
2. Supplementation of other funds. Subrecipient agrees to utilize funds available under this
Agreement to supplement, rather than supplant, funds otherwise available.
3. Accounting Standards. Subrecipient agrees to comply with 24 CFR § § 84.21 through
84.28, 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.
4. Cost Principles. Subrecipient shall administer its program in conformance with OMB
Circular A-122, "Cost Principles for Non-Profit Organizations." These principles shall be
applied for all costs incurred, whether charged on a direct or indirect basis.
5. Subrecipient Orientation Workshop. Subrecipient agrees to meet with City's CDBG
Program Administrator prior to submitting the first draw request to City. City will not
process draw requests unless and until the Subrecipient attends this meeting.
C. 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 24 CFR § 570.506, and:
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. Records required to document the acquisition, improvement, use or disposition of real
property acquired or improved with CDBG assistance;
e. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG Program;
f. Financial records, as required by 24 CFR §§ 84.21 through 84.28 and 570.502;
g. Other records necessary to document compliance with 24 CFR Part 570, Subpart K,
PY07 SUBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 3 OF 13
except that Subrecipient does not assume City's responsibilities under 24 CFR §
570.604 and part 52.
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. 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.
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 the
Subrecipient has control over CDBG funds, including program income. In no case shall
closeout occur prior to full construction of public facilities designed with PY07 CDBG
funds provided under this Agreement.
4. Audits and inspections. All Subrecipient records with respect to any matters covered by
this Agreement shall be made available to City, HIJD 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 hereby agrees to have
an annual agency audit conducted in accordance with current City policy concerning audits
and as applicable, OMB Circular A-133.
D. Reporting and Payment Procedures.
1. Records of competitive process. Subrecipient shall provide to City all documentation
regarding the competitive process through which design consultant services are selected.
2. Environmental documentation. Subrecipient shall provide to City all documentation
regarding environmental and historical analyses as required by Section IV before funds shall
be committed under this agreement.
3. 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.
4. Indirect Costs. Indirect costs are not eligible for CDBG funding.
PY07 SUBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 4 OF 13
5. Payment Procedures. City will pay to Subrecipient or to Subrecipient's selected design
consultant funds available under this Agreement based upon information submitted by
Subrecipient and consistent with any approved budget and City policy concerning
payments. In addition, City reserves the right to liquidate funds available under this
Agreement for costs incurred by City on behalf of Subrecipient.
6. Draw requests.
a. It is expressly agreed and understood that the total amount to be paid by City under this
Agreement shall not exceed fifty-five thousand dollars ($55,000.00). Drawdowns for
the reimbursement of eligible expenses shall be made as invoices are submitted to
Subrecipient by design consultant and subsequent payment/draw down requests are
submitted by Subrecipient to City as described herein.
b. Subrecipient shall submit draw requests to City within two (2) weeks after receipt of
invoices for design services. Draw requests shall include the following:
1) Draw Request Form;
2) Invoice from design consultant with sufficient detail to explain and justify
requested amount. Work claimed/tasks completed on each invoice must be
consistent with progress updates provided during monthly project coordination
meetings.
5. Fonds transfer. Pursuant to 24 CFR § 570.503(b)(7), upon expiration of this Agreement,
Subrecipient shall transfer to City any CDBG funds on hand at the time of expiration and
any accounts receivable attributable to the use of CDBG funds.
E. Use and Reversion of Assets. The use and disposition of real property and equipment under
the Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR §§
570.502 through 570.504, as applicable.
III. EMPLOYMENT AND LABOR CONDITION REQUIREMENTS
A. 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, and the Executive Order 11246 as
amended by Executive Order 11375 and 12086.
B. 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, as revised by Executive Order 13279. The applicable non-discrimination
provisions in Section 109 of the HCDA 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
PYO7 SUBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE S OF 13
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.
C. ADA section 504. Subrecipient agrees to comply with Federal regulations pursuant to
compliance with Section S04 of the Rehabilitation Act of 1973, (29 U.S.C. § 706) which
prohibits discrimination against the handicapped in any Federally-assisted program. City shall
provide Subrecipient with any guidelines necessary for compliance with that portion of the
regulations in force during the term of this Agreement.
D. Notifications.
1. Notice to workers. Subrecipient will send to each labor union or representative of workers
with which it has a collective bazgaining 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.
2. 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.
E. Prohibited Activity. Subrecipient is prohibited from using funds provided herein or personnel
employed in the administration of the program for political activities; sectarian, or religious
activities; lobbying, political patronage, and nepotism activities.
1. Political activities. Subrecipient 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 1 S, U.S.C.).
2. Religious activities. Subrecipient agrees that funds provided under this Agreement will not
be utilized for religious activities, to promote religious interests, or for the benefit of a
religious organization in accordance with the Federal regulations specified in 24 CFR §
570.200(j).
F. Labor standards. Subrecipient agrees to comply with the requirements of the Secretary of
Labor in accordance with the Davis-Bacon Act as amended; the provisions of Agreement Work
Hours and Safety Standards Act; the Copeland "Anti-Kickback" Act (40 U.S.C. §§ 276a, 276c,
and 327); and all other applicable Federal, state and local laws and regulations pertaining to
labor standards insofar as those acts apply to the performance of this Agreement. Subrecipient
shall maintain documentation which demonstrates compliance with the hour and wage
requirements of this part. Such documentation shall be made available to City for review upon
request. Subrecipient further agrees that all Contractors engaged under contracts in 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
PY07 SUBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 6 OF 13
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 of its obligation, if any, to require payment of the higher wage.
G. Section 3 of the Housing and Urban Development Act of 1968.
1. Compliance. Compliance with Section 3 of the Housing and Urban Development Act of
1968, as amended (12 U.S.C. § 1701) ("Section 3"), the regulations set forth in 24 CFR Part
135, and all applicable rules and orders issued thereunder prior to the execution of this
Agreement, shall be a condition of the Federal financial assistance provided under this
Agreement and shall be binding upon City, Subrecipient and any of Subrecipient's
subrecipients and/or subcontractors. Failure to fulfill these requirements shall subject City,
Subrecipient and any of Subrecipient's subrecipients and subcontractors, their successors
and assigns, to sanctions.
2. Subcontract language. Subrecipient further agrees to include the following language in all
subcontracts executed under this Agreement: "The work to be performed under this
Agreement is a project assisted under a program providing direct Federal financial
assistance from HUD and is subject to the requirements of Section 3 of the Housing and
Urban Development Act of 1968, as amended (12 U.S.C. § 1701). Section 3 requires that
to the greatest extent feasible opportunities for training and employment be given to low
and very low income residents of the project area and Agreements for work in connection
with the project be awarded to business concerns that provide economic opportunities for
low and very low income persons residing in the metropolitan area in which the project is
located."
3. Employment of low- and very-low-income persons. Subrecipient further agrees to ensure
that opportunities for training and employment arising in connections with a housing
rehabilitation (including reduction and abatement of lead-based paint hazards), housing
construction, or other public construction projects are given to low and very-low income
person residing within the metropolitan area in which the CDBG-funded project is located;
where feasible, priority should be given to low and very low income persons within the
service area of the project or the neighborhood in which the project is located, and to low
and very low income participants in other HUD programs; and award contracts for work
undertaken in connection with a housing rehabilitation (including reduction and abatement
of lead-based paint hazards), housing construction, or other public construction project are
given to business concerns that provide economic opportunities for low and very low
income persons residing within the metropolitan area in which the CDBG-funded project is
located; where feasible, priority should be given to business concerns which provide
economic opportunities to low and very low income residents within the service area of the
neighborhood in which the project is located, and to low and very low income participants
in other HUD programs.
H. Conflicts of Interest. Subrecipient agrees to abide by the provisions of 24 CFR §§ 84.42 and
PYO'7 SusRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 7 OF 13
570.611m, which include, but are not limited to, the following:
1. Code of Conduct. 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 Agreements supported by Federal funds.
2. Contract selection. No employee, officer or agent of the Subrecipient shall participate in
the selection, or in the award, or administration of, a contract supported by Federal funds if
a conflict of interest, real or apparent, would be involved.
3. Self-interested contracts and nepotism. No persons who exercises or have exercised any
functions or responsibilities with respect to CDBG-assisted activities, or who are in a
position to participate in adecision-making process or gain inside information with regard
to such activities, may obtain a financial interest in any 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 who 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 City, the Subrecipient, or any designated public
agency.
I. Lobbying. 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 aff cer 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 of paragraph {d) of this certification 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 that $10,000 and not more than
PYO7 SUSRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 8 OF 13
$100,000 for each such failure."
IV. ENVIRONMENTAL CONDITIONS
A. Air and Water. Subrecipient specifically agrees to comply with the following regulations
insofar as they apply to the performance of this Agreement:
1. Clean Air Act, 42 U.S.C. §§ 7401, et seq.
2. Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251, et seq., relating to
inspection, monitoring, entry reports, and information, as well as other requirements
specified in said Act, and all regulations and guidelines issued thereunder.
3. Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R. Part 50.
B. Flood Disaster Protection. In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 U.S.C. § 4001), Subrecipient shall assure that for activities located
in an area identified by FEMA as having special flood hazards, flood insurance under the
National Flood Insurance Program is obtained and maintained as a condition of financial
assistance for acquisition or construction purposes (including rehabilitation). Subrecipient shall
allow enough time for City to conduct necessary review prior to anticipated transaction date by
providing City with location/address of subject properties as early as practicable.
C. Lead-Based Paint. Subrecipient agrees that any construction or rehabilitation of residential
structures with assistance provided under this Agreement shall be subject to HUD Lead-Based
Paint Regulations, 24 CFR Part 35, implementing Title X of the Housing and Community
Development Act of 1992. These regulations revise the CDBG lead based paint requirements
under 24 CFR § 570.608. Such regulations pertain to all CDBG-assisted housing and require
that all owners, prospective owners, and tenants of properties constructed prior to 1978 be
properly notified that such properties may include lead-based paint. Such notification shall
point out the hazards of lead-based paint and explain the symptoms, treatment and precautions
that should be taken when dealing with lead-based paint poisoning and the advisability and
availability of blood level screening for children under seven. The notice must also point out
that if lead-based paint is found on the property, abatement measures may be undertaken. T'he
regulations further require that, depending on the amount of Federal funds applied to a property,
paint testing, risk assessment, treatment and/or abatement may be conducted.
D. Historic Preservation. Subrecipient agrees to comply with the Historic Preservation
requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C.
§ 470) and the procedures set forth in 36 CFR Part 800, Advisor Council on Historic
Preservation Procedures for Protection of Properties, insofar as they apply to the performance
of this Agreement. In general, this requires concurrence from the State Historic Preservation
Officer for all rehabilitation and demolition of historic properties that are fifty years or older or
that are included on a Federal, state or local historic property list.
V. GENERAL CONDITIONS
PYO7 SUBRECIl'IENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 9 OF 13
A. 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
Attn: CDBG Program Administrator
33 E. Broadway Avenue
Meridian, Idaho 83642
Meridian Development Coordination
Attn: Administrator
33 E. Broadway Avenue
Meridian, ID 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.
B. Compliance with laws. Subrecipient agrees to comply with HUD regulations concerning
CDBG funds, including, but not limited to, 24 CFR Part 570. Subrecipient also agrees to
comply with all other applicable Federal, state and local laws, regulations, and policies
governing the funds provided under this Agreement.
C. 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.
D. Indemnity. Subrecipient, and each and all of its employees, agents, contractors, officials,
officers, servants, guests, and/or invitees, and ail participants in Subrecipient's programming,
shall hold harmless, defend and indemnify City from and for all such losses, claims, actions,
and/or judgments for damages or injury to persons or property and/or losses and expenses
caused or incurred by Subrecipient and/or its employees, agents, contractors, officials, officers,
servants, guests, and/or invitees, and participants in its programming, and other costs, including
litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the
performance of this Agreement by Subrecipient and/or Subrecipient's employees, agents,
contractors, subcontractors, officials, officers, servants, guests, invitees, participants, and/or
volunteers and resulting in and/or attributable to personal injury, death, and/or damage and/or
destruction to tangible or intangible property.
E. Workers' Compensation. Subrecipient shall provide Workers' Compensation Insurance
coverage for all employees involved in the performance of this Agreement.
F. Insurance and bonding. Subrecipient shall carry sufficient insurance coverage to protect
Agreement assets from loss due to theft, fraud and/or undue physical damage. Further,
Subrecipient shall comply with the bonding and insurance requirements of 24 CFR § § 84.31
and 84.48.
G. Grantor Recognition. Subrecipient shall publically recognize the role of City in providing
PY07 SLBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 10 OF 13
services under this Agreement.
H. 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.
I. Termination.
1. Notice of termination. Either party may terminate this Agreement by, at least 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, Partial termination. Partial terminations of the Scope of Service as set forth herein may
only be undertaken with the prior approval of City.
3. Work completed. In the event of any termination for convenience, all finished or
unfinished documents, data., studies, surveys, maps, models, photographs, reports of other
materials prepared by Subrecipient under this Agreement shall, at the option of City,
become the property of City, and Subrecipient shall be entitled to receive just and equitable
compensation for any satisfactory work completed on such documents or materials prior to
the termination.
4. Termination for convenience. In accordance with 24 CFR § 85.44, suspension or
termination of the Agreement, in whole or in part, may occur for convenience.
5. Termination for material noncompliance. In accordance with 24 CFR § 85.43,
suspension or termination of the Agreement, in whole or in part, may occur if Subrecipient
materially fails to comply with any term of this Agreement, 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 by Subrecipient 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 by the Subrecipient to City reports that are incorrect or incomplete in any
PY07 SIJBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 11 OF 13
material respect.
6. Penalty for material noncompliance. In addition to suspension or termination of this
Agreement and/or any other remedies as provided by law, including, but not limited to, the
recuperation of actual monetary damages, upon a finding of material noncompliance, City
may declare Subrecipient ineligible for any further participation in City CDBG
programming. In the event there is probable cause to believe Subrecipient is in
noncompliance with any applicable rules or regulations, City may withhold up to fifteen
(15) percent of said Agreement funds until such time as Subrecipient is found to be in
compliance by City, or is otherwise adjudicated to be in compliance.
J. 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.
K. Subcontractors.
1. Monitoring. 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.
2. 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.
3. Selection Process. Subrecipient shall undertake to insure that 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.
4. Documentation. Executed copies of all subcontracts shall be forwarded to City along with
documentation concerning the selection process.
L. No contractual impediments. Subrecipient certifies and agrees that no contractual or other
disability exists which would prevent compliance with these requirements.
M. Severability. If any provision of this Agreement is held invalid, the reminder of the Agreement
shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full
force and effect.
N. 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.
PY07 SuBRECIPIENT AGREEMENT' -MERIDIAN DEVELOPMENT CORPORATION PAGE 12 OF 13
O. 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.
P. 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.
S
By:
Corporation
STATE OF IDAHO )
ss:
County of ~ G{,t~ )
I HEREBY CERTIFY that on this ~ ~ day of I~~~~c.~, 2010, before the undersigned, a
Notary Public in the State of Idaho, personally appeared L ipschultz, known to me to be the
person who executed the said instrument, and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day
and year in thi~~ettt~rst above 'tten.
s~ FOR AR f __
cc~~ ~,.•
~` - pve~~' ~o
""~ p
CITY: ~'~-.~ TE OF ~
City of Meridian
>>
By: Tar~my~de W
's,
Notary Public r Idaho
Residing at ~ ~.~t.- - ,Idaho
My Commission Expires: ~'~ lr --- ~i ~j
Attest:
~3VIa ~ ~ Jays
SEAL =
yQ UST 1 S'~ • .j~ ~i``
~~~''~q ~ovrvTY ~ `OP `'~~\
City Clerk
PY07 SUBRECIPIENT AGREEMENT -MERIDIAN DEVELOPMENT CORPORATION PAGE 13 OF 13