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HomeMy WebLinkAboutD-2183 Broad Street Place - Subrecipient Agreement for CDBG funds - Acquisition of Real PropertyRECORDING REQUESTED BY First American Title Company AND WHEN RECORDED MAIL DOCUMENT TO: Director of Planning and Building County of San Luis Obispo 976 Osos Street, Room 300 San Luis Obispo, Ca 93408 "*This document was electronically submitted to San Luis Obispo County for recording" 2021018396 Tommy Gong San Luis Obispo - County Clerk -Recorder 03/10/2021 02:12 PM Recorded at the request of: FIRST AMERICAN TITLE COMPANY Titles:1 Pages:82 Fees: $0.00 Taxes: $0.00 Total: $0.00 Space Above This Line for Recorder's Use Only A.P.N.: 053-231-048 File No.: 4009-6127807 (LB) This document is recorded for the benefit of the County of San Luis Obispo and is exempt from recording fees pursuant to Sections 6103 and 27383 of the California Government Code. SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS BETWEEN THE COUNTY OF SAN LUIS OBISPO AND BROAD STREET PLACE, L.P. FOR ACQUISITION OF REAL PROPERTY IN THE CITY OF SAN LUIS OBISPO SEPARATE PAGE PURSUANT TO GOUT CODE 27361.6 D-2183 RECORDING REQUESTED BY: County of San Luis Obispo AND WHEN RECORDED MAIL TO: Director of Planning & Building County of San Luis Obispo 976 Osos Street, Room 300 San Luis Obispo, CA 93408 APN: 053-231-048 (Space Above for Recorder's Use) [Exempt from recording fee per Gov. Code § 27383] SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS BETWEEN THE COUNTY OF SAN LUIS OBISPO AND BROAD STREET PLACE, L.P. FOR ACQUISITION OF REAL PROPERTY IN THE CITY OF SAN LUIS OBISPO THIS COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) SUBRECIPIENT AGREEMENT is made and entered into on or about February 20, 2021, by and between the County of San Luis Obispo, a political subdivision of the State of California, (the "County" or "Recipient"), and Broad Street Place, L.P. (the "Subrecipient") whose General Partner, Broad Street Place LLC, is wholly owned by People's Self -Help Housing Corporation ("PSHHC"), a California nonprofit public benefit corporation, jointly referred to as "Parties." W I T N E S S E T H WHEREAS, the County of San Luis Obispo (the "County") is a Participating Jurisdiction in the funding programs of the federal Department of Housing and Urban Development ("HUD"); and WHEREAS, the County and the cities of Arroyo Grande, Pismo Beach, San Luis Obispo, Morro Bay, Atascadero, and Paso Robles ("Partner Cities") meet the criteria whereby they are considered by HUD to be the Urban County of San Luis Obispo, and WHEREAS, HUD has approved funding for the Urban County of San Luis Obispo's 2020 CDBG Program activities by executing the grant agreement numbered B- 20-UC-06-0508 (the "Grant Agreement") and the Federal Award date identified in the Grant Agreement is August 12, 2020; and WHEREAS, the Grant Agreement for the 2020 CDBG Program executed by HUD and the County establishes the rights and responsibilities of HUD and the County; and Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 1 of 56 WHEREAS, on May 5, 2020, the County Board of Supervisors, on behalf of the Urban County of San Luis Obispo, approved the County Program Year 2020 Action Plan ("the 2020 Action Plan") of the 2020 Consolidated Plan ("the Consolidated Plan") and the projected use of funds pursuant to applicable federal regulations (24 C.F.R. Part 570); and WHEREAS, by approving the 2020 Action Plan, the County Board of Supervisors, on behalf of the City of San Luis Obispo, approved funding in the amount of $338,864 from the 2020 CDBG Program (Catalog of Federal Domestic Assistance #14.218) for the purpose of assisting the Subrecipient with payment for the acquisition of real property, currently owned by People's Self -Help Housing Corporation, to be used for the development of the Broad Street Place project (an affordable housing project), which is located at 3720 Broad Street in the City of San Luis Obispo (said real property acquisition is herein referred to as the "Project"; and WHEREAS, the $338,864 of 2020 CDBG Program funds approved for the Project is comprised of the ,following: $338,864 in 2020 CDBG Program funds solely from the City of San Luis Obispo, and does not include CDBG funds from the other participating jurisdictions of the Urban County of San Luis Obispo; and WHEREAS, this CDBG Subrecipient Agreement sets forth the benefits, entitlements, obligations and responsibilities bestowed upon, and agreed to by the Subrecipient in exchange for receiving and using the $338,864 in 2020 CDBG Program funds from the City of San Luis Obispo, and the said $338,864 in 2020 CDBG Program funds shall be used for the Project activities as described in this CDBG Subrecipient Agreement; and WHEREAS, People's Self -Help Housing Corporation (PSHHC, a California nonprofit public benefit corporation), is the sole member and manager of Broad Street Place LLC, a California limited liability company (the "General Partner" of the Subrecipient), and PSHHC has also created the Subrecipient for the purpose of utilizing tax credit investment funds; and, WHEREAS, the Subrecipient will purchase the Property in fee from PSHHC and will develop the Property with a 40-unit multi -family rental apartment project that includes 39 units exclusively for CDBG-moderate, low, very low and extremely low- income persons / households plus one manager's unit (herein referred to as the "Project"); and, Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 2 of 56 WHEREAS, Broad Street Place, L.P. is the owner of the Property, the developer and owner of the Project, and is the Subrecipient of this CDBG Subrecipient Agreement; and WHEREAS, Broad Street Place, L.P. is a "sub recipient" as defined in the Code of Federal Regulations at 24 CFR 570.500(c); and WHEREAS, Subrecipient is an eligible entity to act as designated project sponsor and, as such, Subrecipient will carry out the Project; and WHEREAS, according to federal regulations 24 CFR - 570.503, before disbursing any CDBG funds to a subrecipient, a written agreement shall be signed by the Recipient and Subrecipient; and WHEREAS, the agreement shall remain in effect throughout the implementation of projects specified in the Urban County of San Luis Obispo Program Year 2020 Action Plan of the 2020 Consolidated Plan and any amendments thereto; and WHEREAS, on behalf of the Subrecipient and its General Partner, PSHHC has the Data Universal Numbering System number of 120975529 (the DUNS number). NOW THEREFORE, pursuant to the provisions of Title 24, Chapter V, of the Code of Federal Regulations, the Parties agree as follows: This CDBG Subrecipient Agreement sets forth the responsibilities of the Recipient and the Subrecipient in accomplishing the objectives of the CDBG program pursuant to the Housing and Community Development Act of 1974 (the Act), as amended. Pursuant to 24 CFR 200, 24 CFR 570.500(c) and 24 CFR 570.501(b), the Recipient may provide CDBG funds to public or private nonprofit agencies, authorities or organizations, or for -profit entities authorized under 570.201(o) (referred to collectively and individually as "subrecipients") to be used by the subrecipients to provide/perform certain eligible services and activities in connection with the Recipient's desire to develop viable urban communities, through community development activities, as specified in 24 CFR 570.200 and 570.202 (a) ("CDBG Program"); and Recipient agrees to fund the Project activities of the Subrecipient, and the Subrecipient agrees to perform the Project activities for Recipient hereinafter described in Exhibit A — Statement of Work, during the Term of this CDBG Subrecipient Agreement, and otherwise subject to the covenants and conditions hereinafter set forth. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 3 of 56 1. Statement of Work A. Activity Description The Subrecipient agrees to perform during the Term of this CDBG Subrecipient Agreement, all CDBG-eligible activities, tasks, obligations, and projects set forth in the Statement of Work attached to this CDBG Subrecipient Agreement as Exhibit A and incorporated into this CDBG Subrecipient Agreement by this reference. The Subrecipient and the County have executed and recorded the CDBG Regulatory Agreement and Restrictive Covenants ("CDBG Covenants") concurrently with this CDBG Subrecipient Agreement. The CDBG Covenants establish a twenty (20) year compliance period for the forty (40) unit affordable housing project to be constructed on the Project site. During the twenty (20) year compliance period, the Subrecipient, or its subsidiary, shall operate and maintain the Project's site development in conformance with the CDBG Covenants and with the requirements of this CDBG Subrecipient Agreement. In case of a conflict between the CDBG Covenants and this CDBG Subrecipient Agreement, the more restrictive covenants, standards, and/or requirements shall apply. The Statement of Work includes a project description, tasks to be performed, project schedule and a budget for the Project. The Subrecipient may request modification of the Project activities, tasks, schedule, or budget in writing to the Recipient. The Recipient shall review each request to modify the activities, tasks, schedule, or budget on a case -by -case basis and will respond to the Subrecipient within 30 days of the request. B. National Obiectives All activities and projects funded with CDBG funds must meet one of the CDBG Program's National Objectives: (1) to primarily benefit low- and moderate -income persons; (2) to aid in the prevention or elimination of slums or blight; or (3) to meet community development needs having a particular urgency, as defined in 24 CFR 570.208. C. Level of Accomplishment — Goals and Performance Measures The Subrecipient certifies that the Project activities carried out under this CDBG Subrecipient Agreement will meet the CDBG program national objective of primarily benefitting low- and moderate -income persons (income eligible persons or households). It is intended for the CDBG funds to be used to serve thirty-nine (39) or more unduplicated CDBG-moderate, low, very low and extremely low-income persons / households per year by providing and managing thirty-nine (39) affordable housing units plus a manager's unit at the Project site. Eight (8) of the thirty-nine (39) affordable Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 4 of 56 housing units shall be designated as CDBG-assisted units. Program effectiveness is measured through an on -going evaluation of the Project's activities (i.e., acquisition of real property, currently owned by PSHHC, that will be used to develop the Broad Street Place Apartments / affordable housing project, and then the subsequent development and management of the Broad Street Place Apartments / affordable housing project). The Subrecipient agrees to perform the Project activities according to the goals in Exhibit A. D. Staffinq Any changes in key personnel assigned or their general responsibilities during the real property acquisition stage of the Project, as described in Exhibit A, must be reported to the Recipient. E. Performance Monitorin The Recipient (the County) will monitor the Subrecipient's performance against goals and performance standards, as stated above. Substandard performance, as determined by the Recipient, will constitute noncompliance with this CDBG Subrecipient Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Recipient, Agreement suspension and/or termination procedures (i.e. default proceedings) will be initiated by the Recipient. Project activities, tasks, schedule, and reporting requirements related to property acquisition and development are described in Section 21 (Records and Reports) and in Exhibit A, Sections 1, 2 and 3 (Project Description, Scope of Work: Real Property Acquisition, and Reporting). In the event that property acquisition and/or Project development will not be completed as scheduled, the Subrecipient will notify the Recipient of the completion deficiencies and that said deficiency(s) shall be corrected within 45 calendar days. Failure of the Subrecipient to correct the deficiency(s) within 45 calendar days will require the Recipient (the County) to schedule a Project Review Conference pursuant to Section 8 (Project Review Conference). The Recipient (the County) will use the Subrecipient's performance reports to monitor the performance of activities and delivery of services under this CDBG Subrecipient Agreement. In addition, the Recipient's representative may visit the Subrecipient's offices to inspect the records required by HUD to be maintained in order to document the activities, services and expenditures funded by this grant. These records include copies of the original source documentation that tracks the performance of the real property acquisition activities, documents the on -going provision of affordable housing to CDBG-moderate, low, very low and extremely low-income persons / households, demonstrates that the program clients are eligible to receive HUD -funded Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 5 of 56 services, and verifies that funds were expended to perform the activities described in item 1.A., "Activity Description," above. On -Going Project Operation tasks, schedule and reporting requirements related to the twenty (20) year compliance period are described in Exhibit A, Section 4 (On -Going Project Operation) and in the CDBG Regulatory Agreement. Deficiencies in the Subrecipient's performance and/or of Project compliance, as determined by the Recipient at its sole discretion, may cause the Recipient (the County) to implement the thirty (30) day notice and cure provisions described in the CDBG Deed of Trust Section 18 (Default) and the CDBG Note Section A.5 (Default). 2. Payment for Activities and Services The Recipient (the County) shall reimburse the Subrecipient for the activities and services performed by the Subrecipient pursuant to both the Statement of Work and Scope of Work in Exhibit A and in accordance with the conditions and terms set forth in the "Schedule of Compensation" attached hereto as Exhibit B. The compensation shall be paid at the time and manner set forth in Exhibit B. Further, the "Schedule of Compensation" shall be based on the Approved Line -Item Budget as set forth in Exhibit B. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Project activities. $5,000 of the $338,864 in CDBG funds shall be held by the County as a retainer fee, to be held after completion of the acquisition of the real property and then released after completion of the subsequent development of the said real property with an affordable housing project. At the discretion of the Recipient, the Recipient may request the Subrecipient submit an invoice of up to $1,000 during the Project's construction phase. Periodic draw down of CDBG funds help to assure HUD of the Project's progress. The Parties understand and agree that reimbursement of Project costs shall be conditioned upon the Recipient's receipt of CDBG Program funds from the federal government, as set forth in Section 3 (Availability of Funds), or accumulation of CDBG Program Income, as set forth in Section 18 (Program Income), and as a result of this CDBG Subrecipient Agreement, and shall not be a charge on any other funds of the Recipient. All requests for reimbursement shall be submitted as per Section 17 (Fiscal Control) for costs incurred under this CDBG Subrecipient Agreement, along with one (1) set of copies of original source documentation supporting the expenditures by the Subrecipient for the Project identified in Exhibit A — Statement of Work. All reimbursement requests shall be submitted to the Recipient in such form acceptable to the Recipient in its sole and absolute discretion. Such documentation shall be submitted in whole or in part by the Subrecipient prior to any payment of the Reimbursement Amount. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 6 of 56 3. Availability of Funds / Modifications The Recipient's (the County's) provision of funding to the Subrecipient pursuant to this CDBG Subrecipient Agreement is contingent on the availability of CDBG funds and continued federal authorization for CDBG program activities and is subject to amendment or termination due to lack of funds or authorization. This CDBG Subrecipient Agreement is subject to written modification and termination as necessary by Recipient in accordance with requirements contained in any future Federal legislation, regulations, or Recipient policy. All other modifications must be in written form and approved by both Parties. 4. Obligation of Funds The Subrecipient shall not obligate any funds, incur any costs, or initiate identified project(s), which are the subject of this CDBG Subrecipient Agreement, until all environmental review has been completed and certified by Recipient's Department of Planning and Building and Recipient has issued a written "Environmental Assessment" form or has received from HUD an "Authorization to Obligate Funds and Incur Costs." The Recipient has, in fact, received from HUD an "Authorization to Obligate Funds and Incur Costs" for the Broad Street Apartments (the Project) dated June 27, 2020. 5. Term of Agreement The Term of this Agreement shall commence on the date written above and, unless sooner terminated as hereinafter provided, shall terminate fifty-five (55) years from the date of the recordation of a notice of completion (of construction) issued for the Project development AND the initial occupancy of all of 39 affordable rental units by income eligible tenants (CDBG-moderate, low, very low and extremely low-income persons / households). At the conclusion of the Term of this Agreement, all principal and interest are due and payable pursuant to the CDBG Note. The start of the twenty (20) year compliance period of the CDBG Covenants and also the start of the fifty-five (55) year Term of this CDBG Subrecipient Agreement shall be documented, as follows: A. Upon initial occupancy of all 39 affordable rental units by income eligible households the Subrecipient shall report to the Recipient (the County) that the Project development has begun to provide a benefit to CDBG-moderate, low, very low and extremely low-income persons / households, per 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations. The Recipient shall then, at its discretion, document the start of the twenty (20) year compliance period of the CDBG Covenants and also the start of the fifty-five (55)-year Term of this CDBG Subrecipient Agreement. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 7 of 56 B. Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the twenty (20) year compliance period established by the CDBG Covenants. 6. Time for Performance The Subrecipient shall not perform any work under this CDBG Subrecipient Agreement until Recipient gives the Subrecipient a written approval (which shall serve as an Authorization to obligate funds and incur costs). All activities and services required of the Subrecipient under this CDBG Subrecipient Agreement shall be completed on or before the end of the Term of this CDBG Subrecipient Agreement. 7. Timely Completion and Expenditure Timely completion of the Project is the highest priority of this CDBG Subrecipient Agreement. To ensure timely completion and expenditures, the Subrecipient will demonstrate reasonable progress as follows: A. Within one (1) month after the execution date of this CDBG Subrecipient Agreement, no later than March 31, 2021, the Subrecipient shall acquire the real property (the Project) and expend the allocated CDBG Project funds ($338,864 to be expended by the Subrecipient for acquisition, and $5,000 shall be held by the County as a retainer fee until completion of Project development and then paid by the County to the Subrecipient). This completion date may be extended only with prior written approval by the County Director of Planning and Building in conformance with Section 8 (Project Review Conference). B. Within thirty (30) months after execution of this CDBG Subrecipient Agreement, no later than September 30, 2023, the Subrecipient shall complete construction of, AND obtain final permit approval and certificate of occupancy from the permitting authority, for the 40-unit Broad Street Place project (an affordable housing project). The apartments shall be constructed in compliance with the City of San Luis Obispo approved construction permits for the apartments. This completion schedule may be extended only with prior written approval by the County Planning Department Director in conformance with Section 8 (Project Review Conference) but shall in no event be extended beyond September 30, 2024. Failure to meet established performance goals and standards and/or non- compliance with applicable rules and regulations shall constitute non-compliance with the terms of this Agreement. If the Recipient (the County), in its sole discretion, determines that the Subrecipient fails to meet the performance goals and standards of this CDBG Agreement then pursuant to Section 8 (Project Review Conference) the Recipient may Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 8 of 56 schedule a Project Review Conference and require the Subrecipient to promptly develop and submit a remediation plan to the Recipient for review and approval. 8. Project Review Conference: In the event that quarterly reports required by Section 21 (Records and Reports) indicate funds will not be expended by March 31, 2021, and/or that the Project development will not be completed by September 30, 2023, the Subrecipient will notify the Recipient (the County) of the completion deficiencies and correct the deficiency(s) within 45 calendar days. Failure of the Subrecipient to correct the deficiency(s) within 45 calendar days will require the Recipient to schedule a Project Review Conference. The Project Review Conference will serve to identify reasons for delayed performances and weaknesses. Based on the Project Review Conference discussions, both the Recipient (the County) and the Subrecipient will generate a remediation plan that may include but is not limited to re -design of the Project and Project development, amendments to the Project, extending the term of the Project, or re -allocation of the funds to another eligible CDBG project. Approval of said remediation plan shall be at the sole discretion of the County Director of Planning and Building and shall be in conformance with all applicable CDBG program and HUD regulations. Failure to comply with this remediation plan and/or this CDBG Subrecipient Agreement will trigger administrative requirements in accordance with 2 CFR Part 200.338 and 2 CFR Part 200.305(b) (6). In addition, such failure shall constitute an Event of Default. The procedures for addressing such default(s) and related cure period(s) are set forth in the CDBG Deed of Trust and CDBG Note. 9. Compensation and Method of Payment For performance of the Project (i.e., property acquisition), the Recipient (the County) shall reimburse the Subrecipient an amount not to exceed $338,864 ("Reimbursement Amount"), which shall constitute full and complete compensation hereunder for the Project. Of the $338,864, the amount of $333,864 in CDBG funds shall be expended by the Subrecipient for property acquisition, and $5,000, or balance thereof per Section 2 (Payment for Activities and Services) of this Agreement, shall be held by the County as a retainer fee until completion of Project development, and then paid by the County to the Subrecipient. The Reimbursement Amount will only be paid if reimbursable from the federal government under the Housing and Community Development Act of 1974 for the amount indicated above, or from CDBG program income, as described in 24 CFR 570.500(a), and accumulated as a result of this Agreement. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Project. The Parties understand and agree that such reimbursement, if any, shall be conditioned upon the Recipient's receipt of CDBG program funds from the federal Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 9 of 56 government or accumulation of CDBG program income, as set forth in Section 18 (Program Income) and as a result of this Agreement, and shall not be a charge on any other funds of the Recipient. The Subrecipient shall use the Payment Request Form (Exhibit D of this Agreement) for reimbursement purposes. All reimbursement requests shall be submitted via the Payment Request Form supporting the invoice for costs incurred under this Agreement, along with one (1) set of copies of all original source documentation supporting the expenditures by the Subrecipient for the Project, which shall be submitted to the Recipient in such form acceptable to the Recipient in its sole and absolute discretion. Such supporting documentation shall be submitted prior to any payment, in whole or in part, by the Recipient of the Reimbursement Amount. 10. Designated Representative A. The Recipient's representative is as follows: Name and Title: Tony Navarro, County Planner Address: County of San Luis Obispo Department of Planning and Building 976 Osos Street, Rm. 300 San Luis Obispo, California 93408 E-mail Address: tnavarro@co.slo.ca.us Telephone No.: (805) 781-5787 Fax No.: (805) 781-5624 B. The Subrecipient's representative(s), who shall be responsible for job performance, negotiations, contractual matters, and coordination with the Recipient Representative is as follows: Name and Title: Address: E-mail Address Telephone No.: Morgen Benevedo, Senior Vice -President People's Self -Help Housing Corporation 3533 Empleo Street San Luis Obispo, California 93401 morgenb@pshhc.org, (805) 540-2475 The Subrecipient's professional services shall be actually performed by, or shall be immediately supervised by, the Subrecipient's representative. C. Any party may change such address(es) given above by providing notice in writing to the other parties, and thereafter notices shall be transmitted to the new address(es). 11. Assurances Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 10 of 56 The Subrecipient hereby assures and certifies that it has complied with the Housing and Community Development Act, applicable regulations, policies, guidelines and requirements, 2 CFR Part 200, as amended and that it will comply with all applicable Federal, State and local laws and regulations as they relate to acceptance and use of Federal funds for this Federally -assisted program. Also, the Subrecipient represents and warrants with respect to the Statement of Work specified in Exhibit A of this Agreement, that it will comply with all of the provisions of 24 CFR Part 570, as applicable. The Subrecipient further represents and warrants that it will comply with any further amendments or changes to said required assurances and certifications, and that during the term of this Agreement it will maintain current copies of said assurances and certifications at the address of the Subrecipient's representative, as provided in Section 10 (Designated Representative). 12. Compliance The Subrecipient agrees that it undertakes hereby the same obligations to Recipient that Recipient has undertaken to HUD pursuant to Recipient's CDBG application and certifications. The obligations undertaken by the Subrecipient include, but are not limited to, the obligation to comply with all federal laws and regulations described in Subpart K of 24 CFR Part 570 and specifically with each of the following: A. The Housing and Community Development Act of 1974 (Public Law 93- 383) as amended, and legislative changes contained in the Housing and Urban -Rural Recovery Act of 1983; and the Housing and Community Development Act of 1987, plus all succeeding revisions and amendments to these Acts. B. Final regulations of the Department of Housing and Urban Development relating to Community Development Block Grants (Title 24, Chapter V, Part 570 of the Code of Federal Regulations commencing with Section 570.1) dated September 6, 1988; and revisions to 24 CFR Part 570 at Subpart J entitled "Grant Administration" and dated March 11, 1988, plus all succeeding revisions and amendments to these regulations. C Land Covenants. This CDBG Subrecipient Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and 24 CFR 570.601 and 602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Recipient and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 11 of 56 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. D. Regulations of the Department of Housing and Urban Development relating to environmental review procedures for the Community Block Grant program (Title 24, Subtitle A, Part 58 of the Code of Federal Regulations, commencing at Section 58.1) except that the Subrecipient does not assume Recipient's environmental responsibilities as described in 24 CFR Part 570.604. E. Environmental Mitigation: The Subrecipient shall implement and monitor all Project mitigation measures approved in the Project's National Environmental Policy Act (NEPA) document prepared by the Recipient. Per 40 CFR 1505.2(c), Exhibit H (Environmental Mitigation Measures for Broad Street Place) of this CDBG Subrecipient Agreement summarizes all mitigation measured adopted by the Recipient in the Project NEPA document to reduce, avoid, or eliminate adverse environmental impacts and to avoid non-compliance or non-conformance. The staff responsible for implementing and monitoring mitigation measures shall be clearly identified in the Project construction plan(s). F. Title VI of the Civil Rights Act of 1964 (Public Law 88-352) as amended; Title VIII of the Civil Rights Act of 1968 (Public Law 90-284) (affirmatively furthering fair housing) as amended; Section 104(b) and 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 3 of the Housing and Urban Development Act of 1968 (employment priorities for new hires); 12 U.S.C. 1701 u (Economic opportunities for low- and very low-income persons); Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975; Executive Order 11246 as amended by Executive Order 11375 and 12086; Executive Order 11063 as amended by Executive Order 12259; and HUD regulations heretofore issued or to be issued to implement these authorities relating to civil rights, and pursuant to 24 CFR 570.904(d) and 2 CFR Part 200.321: 1. Contracting with Small and Women and Minority Owned Businesses (W/MBE) (2 CFR 200.321). The Subrecipient will take all necessary affirmative steps to assure that minority owned and/or women owned business enterprises and labor area surplus firms are used when possible. Such firms and businesses have 50% or more ownership by an ethnic minority person(s) and/or by woman/women. All construction projects receiving HUD funds and all contractors and subcontractors who receive $10,000 or more in HUD funds shall fulfill these hiring requirements. These steps are in addition to full and open competition and must include, at a minimum, the following six affirmative steps: Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 12 of 56 a. Solicitation Lists. Subrecipient must place small and minority businesses and women's business enterprises on solicitation lists (2 CFR 200.321 (b) (1); b. Solicitations. The Subrecipient must assure that it solicits small and minority businesses and women's business enterprises whenever they are potential sources (2 CFR 200.321 (b) (2); c. Dividing Requirements. Subrecipient must divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women's business enterprises (2 CFR 200.321 (b) (3); d. Delivery Schedules. The Subrecipient must establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses and women's business enterprises (2 CFR 200.321 (b) (4); e. Obtaining Services and Assistance. The Subrecipient must use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce (2 CFR 200.321 (b) (5); and f. Prime Contractor Requirements. The Subrecipient must require the prime contractor, if subcontractors are anticipated or let, to take the five affirmative steps as described in (a) through (e) above (2 CFR 200.321 (b) (6). G. Economic Opportunities for Low- and Very Low -Income Persons (24 CFR Part 135) Non -Public Housing Authority entities that obligate or commit to spend over $200,000, or any individual contractor or subcontractor that receives $100,000 of covered funds on projects involving housing construction, demolition, rehabilitation, or other public construction is required to comply with Section 3 of the Housing and Urban Development Act of 1968, hereinafter referred to as "Section 3 (HUD)". The purpose of the Section 3 (HUD) is to ensure that employment and other economic opportunities generated by the U.S. Department of Housing and Urban Development (HUD) assistance or HUD assisted project covered by Section 3 (HUD), shall, to the greatest extent feasible, be directed to low and very low-income persons, particularly persons who are recipients of HUD assistance for housing. The Subrecipient shall insure that all Section 3 (HUD) covered contracts (where $100,000 or more in HUD funds are used to reimburse a contractor or subcontractor for work) shall include the following clause: Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 13 of 56 1. The work to be performed under this CDBG Subrecipient Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u and the implementing regulations at 24 CFR 135 (Economic Opportunities for Low -And Very Low -Income Persons). The purpose of Section 3 (HUD) is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3 (HUD), shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. 2. As evidenced by its execution of this Agreement, the Subrecipient certifies that it is under no contractual or other impediment that would prevent it from complying with the part 135 regulations. 3. The Contractor agrees to send to each labor organization or representative of workers with which the Contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the Contractor's commitments under this Section 3 (HUD) clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall contain the Section 3 (HUD) preference, shall set forth: (1) the minimum number and job titles subject to hire; (2) availability of apprenticeship and training positions; (3) the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and (4) the anticipated date the work shall begin. 4. The Contractor agrees to require this Section 3 (HUD) clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 (HUD) clause, upon a finding that a subcontractor is in violation of the regulations in 24 CFR Part 135. The Contractor shall not subcontract with any subcontractor where the Contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135. 5. By its signature to this Agreement, the Contractor certifies that any vacant employment positions, including training positions, that are filled (1) after the Contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the Contractor's obligations under 24 CFR Part 135. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 14 of 56 6. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this Agreement for default, and debarment or suspension from future HUD assisted contracts. H. The Labor Standards Regulations set forth in Section 570.603 of 24 CFR Part 570; and HUD Handbook 1344.1. If this Agreement involves construction or facility improvements exceeding $2,000 awarded by the Recipient, the Subrecipient agrees to comply with: Prevailing Wages: Requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 USC 276a to 276 a-7) as supplemented in the Department of Labor regulations (29 CFR Part 5) applies. The Federal minimum wage rates for this Project as predetermined by the United States Secretary of Labor are set forth in the Special Provisions. If there is a difference between the minimum wage rates predetermined by the Secretary of labor and the prevailing wage rates determined to be applicable to this contract by the Director of the California Department of Industrial Relations for similar classifications of labor, the Subrecipient and its contractor and subcontractors shall pay not less than the higher wage rate. The Subrecipient agrees that, except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) households, 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 adopted by the Recipient pertaining to such contract, and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; 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 the Subrecipient of its obligation, if any, to require payment of the higher wage. 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, for such contracts in excess of $10,000.00. Copeland Anti -Kickback Act: During the performance of this Agreement, the Subrecipient and its contractors and subcontractors agree to comply with the Copeland Anti -Kickback Act (18 USC 874) as supplemented in the Department of labor regulations (29 CFR Part 3). This act provides that the Subrecipient, its contractor and subcontractors shall be prohibited from inducing any person employed in the construction, completion, or repair of public facilities to give up any part of the compensation which they are otherwise entitled. The Subrecipient, its contractor and subcontractors shall maintain documentation that demonstrates compliance with hour and wages requirements of this part. Such Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 15 of 56 documentation shall be made available to the Recipient for review upon request. The Subrecipient's contractor and subcontractors agree to include a provision requiring such compliance in its lower tier covered contracts and transactions. Agreements exceeding $100,000 that involve the employment of mechanics or laborers shall comply with the following: Contract Work Hours and Safety Standards Act: Where applicable, during the performance of this Agreement, all contracts awarded by the Subrecipient, the prime contractor and subcontractors in excess of $2,000 for construction contracts and in excess of $100,000 are required, pursuant to the Contract Work Hours and Safety Standards Act, to apply the four clauses below. These clauses shall be inserted in addition to the clauses required by 29 CFR Part 5.5(a) or 29 CFR Part 4.6. As used in this section, the terms laborers and mechanics include watchmen and guards. a. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. b. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. c. Withholding for unpaid wages and liquidated damages. The Recipient shall upon its own action or upon written request of an authorized representative of the U.S. Department of Housing and Urban Development (HUD) or the U.S. Department of Labor (DOL) withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 16 of 56 Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b) of this section. d. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1.) through (4.) of this section. Bonding Requirements. For construction or facility improvements contracts or subcontracts exceeding the Simplified Acquisition Threshold ($150,000) the Recipient may accept the bonding policy and requirements of the Subrecipient provided that the Recipient has made a determination that the CDBG funds are adequately protected. If such a determination has not been made, the minimum requirements must be as follows: 1. Bid Guarantee. At the submission of a bid to the Subrecipient, the contractor shall furnish a "bid" guarantee equivalent to five percent of the bid price. The "bid guarantee" must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. 2. Performance Bond. At the time of execution of a contract between the Subrecipient and the contractor, the contractor shall furnish a "faithful performance" bond in the sum of one hundred percent (100%) of the contract price to guarantee the performance of the contract. 3. Payment Bond. At the time of execution of the contract, the contractor shall furnish a "payment" bond in the sum of one hundred percent (100%) of the contract price to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract. I. Equal Employment Opportunity. Agreements exceeding $10,000 are subject to the following: During the performance of this Agreement, the Subrecipient agrees it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, and hereby promises to comply with the provisions on contractor agreements contained in Presidential Executive Order #11246 as amended Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 17 of 56 by Executive Order 11375 and as approved by the Department of Labor Relations (41 CFR Part 61). J. CFR Part 200 entitled Uniform Administrative Requirements Cost Principles and Audit Requirements for Federal Awards, Administrative regulations, including, but not limited to, applicable Sections of Department of Housing and Urban Development regulations located at: 1. 24 CFR 92.505 — Uniform Administrative Requirements. Pursuant to 24 CFR 92.505, the Subrecipient will comply with the requirements of 2 CFR part 200, except that the following provisions shall not apply: §§ 200.306, 200.307, 200.308 (not applicable to participating jurisdictions), 200.311 (except as provided in § 92.257), 200.312, 200.329, 200.333, and 200.334. The provisions of 2 CFR 200.305 apply as modified by § 92.502(c). If there is a conflict between definitions in 2 CFR part 200 and 24 CFR part 570, the definitions in 24 CFR part 570 shall govern. K. The following laws and regulations relating to preservation of historic places: Public Law 89-665 the Archaeological and Historical Preservation Act of 1974 (Public Law 93-291), and Executive Order 11593 including the procedures prescribed by Advisory Council on Historic Preservations in 36 Code of Federal Regulations, Part 800. L. The Architectural Barriers Act of 1968 (42 U.S.C. Section 4151 and the Americans with Disabilities Act of 1990 (ADA). M. The Hatch Act relating to the conduct of political activities (Chapter 15 of Title 5, U.S.C.). N. The Flood Disaster Protection Act of 1973 (Public Law 93-234 and the regulations adopted pursuant thereto) Section 202(a) and the regulations in 44 CFR parts 59 through 79. O. The Clean Air Act (42 U.S.C. Chapter 85) and the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et seq.) and the regulations adopted pursuant thereto. P. Executive Order 12372, which requires State Clearinghouse review and comment of any CDBG project for the planning, construction, reconstruction, and/or installation of water or sewer facilities. Q. Section 401(b) of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4831 (b)). Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 18 of 56 R. Debarment and Suspension. An agreement or contract must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM) database, in accordance with 2 CFR 180 that implements Executive Orders 12549 and 12689, "Debarment and Suspension." Provision of 24 CFR Part 570.609, and 24 CFR 5.105(c) for procurement activities regarding use of debarred, suspended, or ineligible contractors or subcontractors and 24 CFR Part 24 for non -procurement activities, regarding use of debarred, suspended, or ineligible contractors or subcontractors. This Agreement is a covered transaction for purposes of 2 CFR 180 and 2 CFR 3000. As such the Subrecipient is required to verify with the Recipient that the Subrecipient, its contractors, subcontractors, its principles (defined at 2 CFR 180.940), or its affiliates (defined at 2 CFR 180.905) are excluded (defined at 2 CFR 180.940) or disqualified (defined at 2 CFR 180.935). The Subrecipient must comply with 2 CFR 180, subpart C and 2 CFR 3000, subpart C during the term of this Agreement and any other contract that may arise as a result of this agreement. Subrecipient must include a provision requiring such compliance in its lower tier covered contracts and transactions. If it is later determined that the Subrecipient did not comply with 2 CFR 1800, Subpart C and 2 CFR 3000, subpart C, in addition to remedies available to the Recipient and the Federal Government, may pursue available remedies, including but not limited to suspension and/or debarment. Contractors excluded, disqualified or otherwise ineligible (e.g., suspension, debarment, or limited denial of participation) for Federal procurement and non - procurement programs per 24 CFR 570.609 shall not be considered for contract award. This applies to any CDBG-assisted contracts for the procurement of goods and services, professional services, public services, and construction activities (prime and sub -prime contractors). The Subrecipient shall work with the Recipient to verify eligibility for all contractors and subcontractors, its principles or its affiliates are not excluded or disqualified subject to procurement requirements prior to contract award by the Subrecipient. The Subrecipient shall not use a self -certification letter or form signed by the contractor as a substitute for evidence of their eligibility status. To verify and document a contractor's eligibility the Subrecipient shall check the General Services Administration System for Award Management site (https:Hsam.gov/SAM/) to assure the contractor's eligibility and shall submit the verification(s) to the Recipient prior to the notification and award of the contract. The Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 19 of 56 Subrecipient shall retain a copy of the verification(s) for their file to verify results for each contractor. The Subrecipient further agrees to comply with any environmental, procurement, construction, and other guidelines provided by Recipient. All local code regulations must be recognized and services provided must conform to the said standards. S. Reporting. The Subrecipient also agrees to submit an annual performance and evaluation report no later than 30 days after the completion of the most recent program year showing the status of all activities as of the end of the program year. The purpose of the performance and evaluation report is to assist the Recipient (the County) in complying with its reporting obligations under 24 Code of Federal Regulations section 570.507(a) and under 24 Code of Federal Regulations Part 91. The Recipient shall specify the content and format of this report. T. Rights to Inventions. Per 2 CFR Appendix II to Part 200(F), if the use of CDBG award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the Agreement includes the performance of experimental, developmental, or research work, the Subrecipient must provide for the rights of the Federal Government and the Recipient in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within in the 37 CFR §401.14. Contractor must include this requirement in all sub -tier contracts involving experimental, developmental, or research work. The regulation at 37 C.F.R. § 401.2(a) currently defines "funding agreement" as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. U. Clean Air Act and the Federal Water Pollution Control Act. If this Agreement involves construction or facility improvements and exceeds $150,000 the following provision is applicable. The Subrecipient shall comply with all applicable standards, orders, or regulations issued under Section 306 of the Clean Air Act (42 USC 7401 — 7671q), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and EPA regulations (40 CFR Part 15), which prohibit the use under non- exempt federal contracts, grants, or loans of facilities included in the EPA List of Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 20 of 56 Violating Facilities. Violations will be reported to the US EPA Administrator for Enforcement (EN-329). By execution of this Agreement, the Subrecipient, its contractor and subcontractors will be deemed to have stipulated as follows: The Subrecipient, its contractor and subcontractors hereby declare that no person who will be utilized in the performance of this contract has a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act which prohibits them from perform work on a federally funded project. During the performance of this contract, the Subrecipient, its contractor and/or subcontractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q), and the Federal Water Pollution Control Act as amended (33 USC 1251-1387). Violations must be reported to the EPA. That any facility that is or will be utilized in the performance of this Agreement, unless the Agreement is exempt under the Clean Air Act, as amended (42 USC 7401 — 7671q et seq., as amended by Public Law 91-604), and under the Federal Water Pollution Control Act, as amended (33 USC 1251 et seq., as amended by Public Law 92-500), Executive Order 11738, and regulations in implementation thereof (40 CFR 15) is not listed, on the date of this Agreement award, on the EPA List of Violating Facilities pursuant to 40 CFR 15.20. That the Subrecipient, its contractor and subcontractors agree to comply and remain in compliance with all the requirements of Section 114 of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act and all regulations and guidelines listed thereunder. That the Subrecipient, its contractor and subcontractors shall promptly notify the Recipient of the receipt of any communication from the Director, Office of Federal Activities, EPA, indicating that a facility that is or will be utilized for the Agreement is under consideration to be listed on the EPA List of Violating Facilities. That the Subrecipient, its contractor and subcontractors agree to include or cause to be included the requirements of this article in every nonexempt subcontract, and further agrees to take such action as the government may direct as a means of enforcing such requirements. V. Procurement of Recovered Materials. During the performance of this Agreement, the Subrecipient, its contractor and subcontractors agree to comply with all of the standards, order, and requirements issued under Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 21 of 56 Conservation and Recovery Act at 42 USC 6962). See 2 CFR 200, Appendix II (J), or at 2 CFR 200.322. The Subrecipient, its contractor and subcontractors shall include the provisions of this article in all subcontracts under the Agreement. The following provides the clause that the Subrecipient, its contractor and subcontractors can include in contracts meeting the above thresholds: (1) In the performance of this contract, the (name of contractor here) shall make maximum use of products containing recovered materials that are EPA - designated items unless the product cannot be acquired: (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price (2) Information about this requirement, along with the list of EPA -designated items, is available at EPA's Comprehensive Procurement Guidelines web site: https://www.epa.gov.gov/smm/comprehensive-procurement-quideIine-cpq-program. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 CFR 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. W. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and regulations adopted to implement the Act in the Code of Federal Regulations, Title 24, Part 42. 13. Subcontracts The Subrecipient shall incorporate the same or substantially equivalent requirements as are contained in this CDBG Subrecipient Agreement in all subcontracts which utilize any CDBG funds and/or support any CDBG program(s) covered by this CDBG Subrecipient Agreement. When program(s) utilize(s) CDBG funds and other funding sources, all funds shall be subject to CDBG regulations. The Subrecipient, by entering into any such subcontract for performance of any portion of its CDBG program, is not relieved of its responsibilities to Recipient (the County) as set forth in this CDBG Subrecipient Agreement. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 22 of 56 14. Non-Discrimination/Religious Activities No person with responsibilities in the operation of any project under this CDBG Subrecipient Agreement will discriminate because of race, creed, color, national origin, age, sex, political affiliation, sexual orientation, gender identity, handicap, beliefs, or marital or familial status. The Subrecipient agrees that funds provided under this CDBG Subrecipient Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.2000), such as worship, religious instruction, or prose lytization. The Subrecipient will ensure that every effort is made to provide equal opportunity to every potential minority and women's business vendor, contractor and subcontractor. The Subrecipient will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting agency setting forth the provisions of this nondiscrimination clause. 15. Standard of Conduct/Conflict of Interest and Lobbying No member, officer or employee of the Subrecipient or its designee or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Project activities during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the process thereof, for work to be performed in connection with the Project activities assisted under this CDBG Subrecipient Agreement. No member, officer or agent of the Subrecipient shall participate in the selection of the award, or administration of, any Project related property acquisition activities or construction contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-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 Project activities, or have a financial Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 23 of 56 interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to proceeds from 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. For purposes of this Section, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Recipient, the Subrecipient, or any designated public agency. By entering into this CDBG Subrecipient Agreement, the Subrecipient certifies: A. No federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, 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 a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant loan, or cooperative agreement in accordance with the Department of Interior and Related Agencies Appropriations Act, known as the Byrd Amendments, and HUD'S 24 Code of Federal Regulations (CFR) 87. Furthermore, for Agreements of $100,000 or more shall file the required certification in Exhibit D. This certification process also applies to the Subrecipient's contractor and subcontractors contracts, of $100,000 or more, who must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 USC 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Recipient. B. 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, the Subrecipient shall complete and submit Standard Form LL, "Disclosure Form to Report Lobbying," in accordance with its instructions, and other federal disclosure forms as requested. C. The Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 24 of 56 subgrants, 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 Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. D. Mandatory Disclosures. The Subrecipient must disclose, in a timely manner, in writing to the Recipient all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially effecting the Federal award described in 2 CFR 200.113. Failure to make require disclosures can result in any of the remedies described in 2 CFR 200.338 Remedies for noncompliance, including suspension or debarment. 16. Use of Funds for Entertainment, Meals or Gifts The Subrecipient represents and warrants that it will not use funds provided through the Agreement to pay for entertainment, meals or gifts. 17. Fiscal Control The Subrecipient shall be responsible for the internal control and monitoring of fiscal and programmatic/operational goals and procedures. The Subrecipient (the County) shall establish such fiscal controls and fund accounting procedures as required by Federal regulations, or as may be deemed necessary by HUD and the Recipient to ensure the proper disbursal of, and accounting for, funds paid to the Subrecipient under the CDBG programs. Disbursement of Funds: CDBG funds shall generally be disbursed by Recipient to the Subrecipient on a reimbursement for actual expenses basis. The Recipient agrees to pay the Subrecipient progress payments at the time and in the manner set forth in the Schedule of Compensation, Exhibit B. Payment by the Recipient is not to be construed as final in the event HUD disallows reimbursement for the project or any portion thereof. Source documentation, as specified by the Recipient, supporting the invoice(s) shall be submitted by the Subrecipient with request for payment. The Subrecipient shall be liable for all amounts which are determined to be due by HUD including, but not limited to, disallowed costs which are the result of the Subrecipient's or its contractor's conduct under this CDBG Subrecipient Agreement. The Subrecipient shall be notified in writing and shall be permitted to respond regarding Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 25 of 56 any controversy or proceeding between the Recipient and HUD arising from this CDBG Subrecipient Agreement. All financial transactions must be supported by complete and verifiable source documents. Records shall provide a clear audit trail and shall be maintained as specified in Section 22 (Agreement Responsibility for Monitoring and Records) of this CDBG Subrecipient Agreement. 18. Program Income Program Income is defined in Subpart J of 24 CFR Part 570.504 and is described as gross income received by the Subrecipient and directly generated from the use of CDBG funds. Program income includes, but is not limited to, the following: A. Proceeds from the disposition by sale or long-term lease of real property purchased or improved with CDBG funds; B. Proceeds from the disposition of equipment purchased with CDBG funds; C. Gross income from the use or rental of real or personal property acquired by the Subrecipient with CDBG funds, less costs incidental to generation of the income; D. Gross income from the use or rental of real property owned by the Subrecipient that was constructed or improved with CDBG funds, less costs of the non- CDBG portion; E. Payment of principal and interest on loans made using CDBG funds except as provided in 24 CFR Part 570.500(a)(3); F. Proceeds from the sale of loans or obligations secured by loans made with CDBG funds; G. Interest earned on program income pending its disposition; and H. Funds collected through special assessments made against properties owned and occupied by households not of low or moderate income where the assessments are used to recover all or part of the CDBG programs portion of a public improvement. During the effective Term of this CDBG Subrecipient Agreement, the Subrecipient shall report all program income as defined in 24 CFR 570.500(a), Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 26 of 56 generated by activities carried out with CDBG funds under this CDBG Subrecipient Agreement. Program Income may be retained by the Subrecipient subject to the provisions of the Cooperative Agreement, the Act, and its regulations. Any program income retained must only be used for eligible activities in accordance with all CDBG requirements. It shall be the Subrecipient's responsibility to manage and use the program income in compliance with the standards and requirements set forth in section 570.504(a) & (b) (1) through (b)(3). The transfer of CDBG funds from the Recipient to the Subrecipient shall be adjusted to reflect any program income in accordance with the principles set forth in section 570.504(b) (2) (i) and (ii). In addition, all of the provisions of this CDBG Subrecipient Agreement shall apply to the management and use of the program income. Recipient shall monitor the use of any program income, requiring appropriate record keeping and reporting by the Subrecipient as may be needed for this purpose, and shall report the use of such program income to HUD. In the event of close-out as defined in section 570.509 of the federal regulations or change of status of the Subrecipient, (i.e., from Subrecipient to entitlement), all program income on hand or received by the Subrecipient subsequent to the close-out or change of status shall be paid to the Recipient. Program income attributable to projects funded under this CDBG Subrecipient Agreement and on hand with the Subrecipient when this CDBG Subrecipient Agreement expires, is terminated with or without cause, or received after the Agreement expiration, shall be paid to the Recipient as required by 24 CFR Part 570.503(b)(8) when the Subrecipient ceases to be under continuous Agreement with the Recipient for the operation of CDBG programs. As long as there is no break in the CDBG Subrecipient Agreement period, program income shall be governed by the provisions of this Section. The Project shall continue to meet the CDBG program national objective per 24 CFR 570.208 as required by 24 CFR 570.503(b)(7)(i). If the Project is not used in accordance with 24 CFR 570.503(b)(7)(i) the Subrecipient shall reimburse the Recipient to comply with the requirements of 24 CFR 570.503 (b)(7)(ii). 19. Reversion of Assets A. Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the twenty (20) year compliance period established by the CDBG Covenants. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 27 of 56 B. Upon expiration of this CDBG Subrecipient Agreement, the Subrecipient shall transfer to the Recipient any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Subrecipient's control that was acquired and/or improved in whole or in part with CDBG funds (including CDBG funds provided to the Subrecipient in the form of a loan) in excess of $25,000 shall be either: 1. Be used to meet one of the national objectives in 24 CFR Part 570.208 until the end of the twenty (20) year compliance period established by the CDBG Covenants (pursuant to Section 5.13 above — Term of Agreement), or the length of time to be further prescribed by mutual agreement of the Parties. 2. Be disposed of in such manner that the Recipient is reimbursed in the amount of the fair market value of the property at the time of disposition of the property less any portion of the value attributable to expenditures of non- CDBG funds for acquisition and/or improvement of such property. The payment is Program Income to the Recipient. If the Subrecipient is a private non-profit organization, the Subrecipient further agrees to a voluntary lien / deed of trust on above -reference property as to any CDBG funds received and that such lien / deed of trust will be notarized and recorded in the Office of the County Recorder. The Subrecipient will utilize the lien / deed of trust form specified by the Recipient, and will be subject to provisions listed in this CDBG Subrecipient Agreement and in the CDBG Covenants. 20. Procurement/Equipment Equipment, which shall be defined as tangible, nonexpendable, personal property having a useful life of more than one (1) year and an acquisition cost of $1,000 or more per unit, is eligible for purchase using CDBG funds only upon prior approval of the Recipient and subject to 24 CFR Part 570.207(b)(1). Such equipment shall be used by the Subrecipient in the project for which it was acquired as long as needed, regardless of whether such project continues to be supported by Federal funds; at the time, equipment may be used in other activities currently or previously supported by a Federal agency. Use of such equipment is also subject to provisions of 24 CFR Part 200.313(c). The Subrecipient shall also establish procedures for managing equipment, which meet the requirements of 24 CFR Part 200.313(d). Further, proceeds from disposition of such equipment shall be treated as program income as specified in Section 18 (Program Income) of this CDBG Subrecipient Agreement. 21. Records and Reports The Subrecipient agrees to supply to the Recipient (the County), on a quarterly and annual basis, any progress reports and/or other reasonable documentation as may Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 28 of 56 be required by the Recipient to audit performance of the property acquisition activities covered by this CDBG Subrecipient Agreement (and the subsequent property development and management activities) and to enable the Recipient to analyze and evaluate utilization of the CDBG funds by the Subrecipient. The Subrecipient shall maintain separate accounting and financial records for each funding (revenue) source in support of the Project. A. Payment Request Form: the Subrecipient shall submit a Payment Request Form (Exhibit "D") and copies of the original supporting documents to the Recipient for all payment requests. B. Progress Reports: Progress reports for Project activities shall be made using the Quarterly Report Form (Exhibit E) and shall address project status and, if applicable, explanation of any problems/delays encountered and/or anticipated and measures to be taken to correct such problems; revised milestones including anticipated schedule for project completion (of property acquisition and site development); and a summary of expenditures, obligations, program income, and drawdown(s) to date. In addition, the Subrecipient shall provide as part of the progress report any citizen comments received during the reporting period relative to the Project, the responses to such comments, and additional project information, as needed. During the property acquisition period and during the subsequent property development activities, the Subrecipient shall submit such reports quarterly within thirty (30) days of the close of report period. This includes any reporting periods during which no expenditures occurred. C. CDBG Monitoring Checklist: The Subrecipient shall use the CDBG Monitoring Checklist — Housing/Rehab., hereinafter referred to as "the Checklist," (Exhibit F) to collect and retain all Project documents to be provided to the Recipient for its records. D. Completion Report (Property Acquisition): The Subrecipient shall prepare and submit to the Recipient a Completion Report within thirty (30) days of completion of property acquisition activities covered by this CDBG Subrecipient Agreement (and the subsequent property development activities). Said reports shall consist of an overview and evaluation of the Project property acquisition and development activities, a comparison of milestones' progress, total costs incurred, listing of files, listing of personnel, and other reasonable information requested by the Recipient. The Completion Report shall be made as part of the Quarterly Report Form. E. Annual HUD/Recipient Reports / Performance Monitoring: The Project's twenty (20) year compliance period is described in Exhibit A, Section 4 (On -Going Project Operation) and in the CDBG Regulatory Agreement. During the Project's twenty Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 29 of 56 (20) year compliance period, starting immediately upon completion of Project development AND initial occupancy of all of the Project's 39 affordable rental units, the Subrecipient shall submit to the Recipient (the County) in a timely manner all reports and materials as requested/required by the Recipient for HUD compliance including, but not limited to annual performance monitoring reports, the Contractor/Subcontractor, EEO-4, Minority Financial Institution Reports (if applicable), and the Affirmative Marketing Report. The Subrecipient shall provide, as requested by HUD and/or the Recipient, information necessary to prepare the Consolidated Plan, Final Statement of Community Development Objectives, Consolidated Annual Performance and Evaluation Report, Grantee Performance Report (GPR), and other such reports and/or plans. F. Annual Financial Audit: During the twenty (20) year compliance period the Subrecipient shall be responsible for conducting an annual audit of its CDBG program in compliance with Title 2 CFR Part 200.500 — 200.520 issued pursuant to the Single Audit Act of 1984 and the Single Audit Amendments of 1996, P.L. 98-502, as applicable. A copy of said audit shall be forwarded to the Recipient upon completion. Any costs associated with the annual audit shall be the responsibility of and paid for by the Subrecipient. G. Annual Certification. During the fifty-five (55) year Term of this CDBG Subrecipient Agreement, starting immediately upon completion of Project development AND initial occupancy of all the Project's 39 affordable rental units, the Subrecipient shall submit to the County an annual certification signed by the Subrecipient's executive officer or chief financial officer certifying whether the Project development is or is not being operated and managed in full compliance with the Tax Credit Regulatory Agreement. Non-compliance under the terms of the Tax Credit Regulatory Agreement shall constitute an Event of Default under the CDBG Note and CDBG Deed of Trust, subject to applicable cure periods. If the Subrecipient does not exceed the expenditure limits per 2 CFR Part 200.000-520, the Subrecipient shall provide the Recipient with a copy of the Subrecipient's latest Audit Report. 22. Agreement Responsibility for Monitoring and Records HUD, the Office of the Inspector General (OIG), and the designated representatives of the Recipient (the County), and other appropriate officials shall have access to all personnel records, management information, and fiscal data of the Subrecipient and any agency or contractor with whom the Subrecipient executes a subcontract necessary to carry out any CDBG program(s) for monitoring purposes (24 CFR 200.328, 200.327 and 200.326). The Subrecipient shall respond in a timely manner to all identified corrective action needs as a result of HUD, Recipient, or other monitoring. The Subrecipient shall submit to Recipient all required reports and Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 30 of 56 monitoring corrective action plans on a timely basis, as delineated by the Recipient. Records shall be maintained as follows: A. The Subrecipient agrees to retain all pertinent records under CDBG program, including financial records, until advised by the Recipient that further retention is unnecessary. Generally, records shall be retained for a period for five (5) years from the end of the Project Term (see Section 5 above — Term of Agreement) or the fiscal year in which the last project covered by the Recipient's annual agreement with HUD is completed. Records shall be open and available for inspection by auditors and/or other staff assigned by HUD and/or the Recipient during the normal business hours of the Subrecipient. If at the end of such five-year period, there is ongoing litigation, claims, negotiations, audit or other action involving the Subrecipient's or the Recipient's records, which has started before expiration of the five (5) year period, the Subrecipient will retain the records until the completion of the action and resolution of all issues which arise from it as stated in 2 CFR Part 200.333. B. Consistent with applicable state and local laws regarding privacy and obligations of confidentiality, the 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 to the Recipient, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein The Subrecipient also must provide citizens with reasonable access to records on the past use of CDBG funds (24 CFR 570.508).. C. Records for nonexpendable property shall be retained for a period of five (5) years after final disposition of the property, if applicable. 23. Inspection Rights The Subrecipient agrees to allow the Recipient (the County) to inspect physical premises of any project(s) at reasonable times upon a minimum 24-hour advance notice. 24. Request for Technical Assistance The Subrecipient shall refer to the Recipient (the County) any regulatory or procedural questions regarding operation of its CDBG program. All formal requests for technical assistance shall be submitted in writing. Requests should specify the problem area, particular assistance being requested and proposed solution if applicable. Informal questions regarding day-to-day program operation may be directed to the designated Recipient representative. 25. Hold Harmless and Indemnification Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 31 of 56 The Subrecipient shall hold the Recipient (the County) and the Recipient's officers, employees, agents and volunteers harmless and free from any and all claims, liabilities or expenses, including attorney's fees, arising out of or relating to any negligent act, negligent omission, or other wrongful conduct related in any way to the Subrecipient's performance of its services pursuant to this CDBG Subrecipient Agreement, provided such claims, liabilities or expenses were not the result of the gross negligence or fraud of the Recipient or the Recipient's officers, employees, agents or volunteers. In the event the Recipient and/or any of the Recipient's officers, employees, agents or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission or other wrongful conduct, the Subrecipient shall indemnify them for any judgment rendered against them, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including, but not limited to attorney's fees. The Subrecipient also understands and agrees that it is being employed to perform the services provided for by this CDBG Subrecipient Agreement because of the Subrecipient's professed expertise and experience in performing the services provided for under this CDBG Subrecipient Agreement. In addition, the Subrecipient understands and agrees that while the Recipient and the Recipient's officers or agents may elect to do so, they have no duty to review, inspect, or supervise the work performed by the Subrecipient pursuant to this CDBG Subrecipient Agreement, except as otherwise expressly provided for by this CDBG Subrecipient Agreement. As a consequence, the Subrecipient waives any right of contribution against the Recipient or any of the Recipient's officers, employees, agents and volunteers arising out of such failure to inspect, review, monitor or supervise the work performed by the Subrecipient pursuant to this CDBG Subrecipient Agreement. 26. Insurance Subrecipient shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Subrecipient, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis for bodily injury and property damage, including products -completed operations, personal injury and advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 32 of 56 to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 0001 covering, Code 1 (any auto), or if Subrecipient has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Subrecipient will provide leased employees, or, is an employee leasing or temporary staffing firm or a professional employer organization (PEO), coverage shall also include an Alternate Employer Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01 A) naming the County as the Alternate Employer, and the endorsement form shall be modified to provide that County will receive not less than thirty (30) days advance written notice of cancellation of this coverage provision. If applicable to Subrecipient's operations, coverage also shall be arranged to satisfy the requirements of any federal workers or workmen's compensation law or any federal occupational disease law. If the Subrecipient maintains higher limits than the minimums shown above, the County requires and shall be entitled to coverage for the higher limits maintained by the contractor. Professional Liability/Errors and Omissions Insurance covering Subcontractor's liability arising from or related to this Contract, with limits of not less than $1 million per claim and $2 million aggregate. Further, Subrecipient understands and agrees it shall maintain such coverage for a period of not less than three (3) years following this CDBG Subrecipient Agreement's expiration, termination or cancellation. Additional Insured Status The County, its officers, officials, employees, and volunteers are to be covered as insureds on the auto policy with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Subrecipient; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Subrecipient including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Subrecipient's insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Subrecipient's insurance coverage shall be primary insurance as respects the County, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the County, its officers, Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 33 of 56 officials, employees, or volunteers shall be excess of the Subrecipient's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days' prior written notice (10 days for non-payment) has been given to the County. Failure to Maintain Insurance Subrecipient's failure to maintain or to provide acceptable evidence that it maintains the required insurance shall constitute a material breach of the Contract, upon which the County immediately may withhold payments due to Subrecipient, and/or suspend or terminate this Contract. The County, at its sole discretion, may obtain damages from Subrecipient resulting from said breach. Waiver of Subrogation Subrecipient hereby grants to County a waiver of any right to subrogation which any insurer of said Subrecipient may acquire against the County by virtue of the payment of any loss under such insurance. Subrecipient agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the County has received a waiver of subrogation endorsement from the insurer. Deductibles and Self -Insured Retentions Any deductibles or self -insured retentions must be declared to and approved by the County. The County may require the Subcontractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the County. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 34 of 56 3. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Subrecipient must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Separation of Insureds All liability policies shall provide cross -liability coverage as would be afforded by the standard ISO (Insurance Services Office, Inc.) separation of insureds provision with no insured versus insured exclusions or limitations. Verification of Coverage Subrecipient shall furnish the County with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the County before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Subrecipient's obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Certificates and copies of any required endorsements shall be sent to: Department of Planning and Building County of San Luis Obispo 976 Osos Street, Room 300 San Luis Obispo, CA 93408 Attn: Housing Section / CDBG Funds Subcontractors Subrecipient shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances 27. Covenants and Conditions Each term and each provision of this CDBG Subrecipient Agreement to be performed by the Subrecipient shall be construed to be both a covenant and a condition. 28. Effect of Termination Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 35 of 56 For Agreements exceeding $10,000 the following applies: A. Termination of Agreement for Convenience: In accordance with 24 CFR Part 570.509 (e) and 2 CFR 200.339, this CDBG Subrecipient Agreement may be terminated by either party after a thirty (30) days written notice of intention to terminate, setting forth the reasons and the effective date of such termination, has been given to the other party, provided, however, that no notice of termination given by the Subrecipient shall be effective unless HUD has agreed to release Recipient (County) from its obligations pursuant to the program activity(ies) in Exhibit A — Statement of Work. Alternatively, this CDBG Subrecipient Agreement will automatically terminate in the event that the United States Government terminates the CDBG programs or terminates the program activity(ies) which is the subject of the Agreement. B. Termination of Agreement for Cause: In accordance with 24 CFR Part 570.509 (f) and 2 CFR 200.339, the Parties hereto understand that pursuant to the Recipient's execution of the HUD application, the Recipient assumed responsibility as to the performance of the projects. If through any cause the Subrecipient fails to fulfill in a timely and proper manner its obligations under this CDBG Subrecipient Agreement to undertake, conduct or perform the project(s) identified in this CDBG Subrecipient Agreement, or if the Subrecipient violates any of the covenants, agreements, or stipulations of this CDBG Subrecipient Agreement, the Recipient shall thereupon have the right to terminate this CDBG Subrecipient Agreement by giving written notice of such termination and specifying the effective date thereof at least (5) days before the effective date of such termination. Notwithstanding the above, the Subrecipient shall not be relieved of liability to the Recipient for damages sustained by the Recipient by virtue of any payments to the Subrecipient for the purpose of set-off until such time as the exact amount of damages due the Recipient from the Subrecipient is determined. C. Upon termination, as stated in subsections A or B above of this CDBG Subrecipient Agreement, the Recipient shall be liable to the Subrecipient only for work done by the Subrecipient up to and including the date of termination of this CDBG Subrecipient Agreement, unless the termination is for cause, in which event the Subrecipient need be compensated only to the extent required by law. The Subrecipient hereby expressly waives any and all claims for damages for compensation arising under this CDBG Subrecipient Agreement except as set forth in this Section in the event of such termination. D. If this Agreement is terminated pursuant to this Section, the Subrecipient shall remain responsible for compliance with the requirements in 2 CFR 200.343 (Closeout) and 2 CFR 200.344 (Post -closeout adjustments and continuing responsibilities). Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 36 of 56 29. Taxpayer Identification Number The Subrecipient shall provide the Recipient with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. 2018), as issued by the Internal Revenue Service. 30. Modification of Agreement Except as provided in Section 3 (Availability of Funds), the tasks described in this CDBG Subrecipient Agreement and all other terms of this CDBG Subrecipient Agreement may be modified only upon mutual written consent of the Recipient and the Subrecipient. 31. Use of the term "Recipient" Reference to "Recipient" in this CDBG Subrecipient Agreement includes the designated Recipient representative, or any authorized representative acting on behalf of the Recipient (the County). 32. Notices All notices given, or required to be given, pursuant to this CDBG Subrecipient Agreement shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed to each party's designated representative as set forth above in Section 10 (Designated Representative). When addressed in accordance with Section 10, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual hand delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in Section 10.C. Notices shall be sent to the Recipient and to Subrecipient's representative at the addresses shown in Section 10 (Designated Representative): With a copy to: Banc of America Housing Fund XIV Limited Ptnrship, LLLP c/o Enterprise Community Asset Management, Inc. 70 Corporate Center 11000 Broken Land Parkway, Suite 700 Columbia, Maryland 21044 Attn: Asset Management With a copy to: (E-mail address) sshack@enterprisecommunity.com Attn: General Counsel With a copy to: Kenneth S. Gross, Esq. Gallagher Evelius & Jones LLP 218 North Charles Street, Suite 400 Baltimore, Maryland 21201 Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 37 of 56 Telephone: (410) 727-7702 Facsimile: (410) 468-2786 33. Permits and Licenses The Subrecipient, at its sole expense, shall obtain and maintain during the Term of this CDBG Subrecipient Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this CDBG Subrecipient Agreement, or as specified in Section 39 (Patents & Royalties). 34. Waiver A waiver by the Recipient (the County) of any breach of any term, covenant, or condition contained in this CDBG Subrecipient Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this CDBG Subrecipient Agreement whether of the same or different character. 35. Violation or Breach Agreement Terms A breach of any of the stipulations contained in this Agreement may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the Agreement, suspension/debarment or any other action determined to be appropriate by the Recipient (the County). 36. Governing Law The terms, covenants and conditions of this CDBG Subrecipient Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the County of San Luis Obispo. 37. Integrated Agreement This CDBG Subrecipient Agreement represents the entire Agreement between the Recipient (the County) and the Subrecipient and all preliminary negotiations and agreements are deemed a part of this CDBG Subrecipient Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this CDBG Subrecipient Agreement. This Agreement shall bind and inure to the benefit of the Parties to this CDBG Subrecipient Agreement and any subsequent successors and assigns. 38. No Assignment Without Consent. A. Inasmuch as this County CDBG Subrecipient Agreement is intended to secure the specialized services of the Subrecipient, unless a transfer is allowed either (i) in the County CDBG Note or (ii) pursuant to subsection B below, the Subrecipient shall not have the right to either (1) assign or transfer this County CDBG Subrecipient Agreement, or any part hereof or monies payable hereunder, or (II) modify its own organizational structure, including and not limited to transferring any of PSHHC's rights, Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 38 of 56 title and interest as the sole member and manager of the General Partner or any of the General Partner's partnership interests in Subrecipient, without the prior written consent of the County, which consent will not be unreasonably withheld, and any such assignment or transfer without the County's prior written consent shall be considered null and void. B. A limited partner(s) may remove and replace a general partner(s) of the Subrecipient for cause pursuant the Subrecipient / limited partner agreement. However, the Subrecipient's General Partner, Broad Street Place LLC, shall not be replaced without prior written approval of the County, and the County shall consider then approve or disapprove such replacement without unreasonable delay, within 30 days upon receipt by the County of a written request from the limited partner(s). 39. Patents & Royalties A. Subrecipient shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project activities. Certificates showing the payment of any such licenses or royalties and permits for the use of any patented or copyrighted devices shall be secured and paid for by Subrecipient and delivered to the Recipient upon completion of the Project activities, if required. B. Subrecipient shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project activities and agrees to indemnify and hold harmless the Recipient and its duly authorized representatives from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes. 40. Copyright Any reports, maps, documents or other materials produced in whole or part by the Subrecipient, its contractor or any subcontractor or person responsible to the Subrecipient under this CDBG Subrecipient Agreement shall be the property of the Recipient (the County) and none shall be subject to an application for copyright by or on behalf of the Subrecipient, contractor, subcontractors or any person responsible to the Subrecipient during performance of this CDBG Subrecipient Agreement. (Signatures appear on the following pages.) Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 39 of 56 This CDBG Subrecipient Agreement may be executed in counterparts and shall be fully effective as if signed by all parties whether or not the signatures of all the parties appear on the original or on any one copy of this CDBG Subrecipient Agreement. NOW, THEREFORE, the Parties hereto have caused this CDBG Subrecipient Agreement to be executed and attested by their proper officer thereunder duly authorized, all as of the day first above written. SUBRECIPIENT Broad Street Place, L.P. a California limited partnership By: Broad Street Place LLC a California limited liability company Its: General Partner By: People's Self -Help Housing Corporation a California nonprofit public benefit corporation Its: sol member and manager Ken Trigueiro Chief Executive Officer and President Morgen Benevedo Executive Vice President (**signatures must be notarized) ate Date Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 40 of 56 COUNTY OF SAN LUIS OBISPO BY: * /�U� revor Keith, Director Department of Planning and Building DATED: �1 (*signature must be notarized) APPROVED AS TO LEGAL FORM AND EFFECT: RITA L. NEAL County Counsel By: puty CcOnty Counsel Dated: March 4, 2021 Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 41 of 56 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ss. COUNTY OF SAN LUIS OBISPO On _ , 20 2 (, before me, &. A , , a Notary Public, in aQd for the State of California, personally appeared KeAJ i 6 e D EAJ'�, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. L.A.BERTRAND Signature ~ Notary PublicpCaliforn Z Signaturef Notary Public S _ San Luis Obispo Count n � Commission # 2210707 My Comm. Expires Sep 16, 2021 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only, the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ss. COUNTY OF SAN LUIS OBISPO On , 20Z before me, AwQ , a Notary Public, in and for the State of California, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s is re subscribed to the within instrument and acknowledged to me tha he he/they executed the same inQister/their authorized capacity(ies), and that b his er/their signature(s) on the instruhe person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. C w ANN C. WE88 Signature v �'�"'�`•_ NotaryPubkic- California Y Signature of Notary Public _ San Luis Obispo County Y Commission i 2285035 My Comm. Expires May 9, 2023 EXHIBIT A STATEMENT OF WORK SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS BETWEEN THE COUNTY OF SAN LUIS OBISPO AND BROAD STREET PLACE, L.P. FOR ACQUISITION OF REAL PROPERTY IN THE CITY OF SAN LUIS OBISPO As part of the Urban County of San Luis Obispo 2020 Action Plan, CDBG funds have been allocated to the following project(s): Summary of PSHHC and Broad Street Place, L.P. CDBG allocations by the County of San Luis Obispo CDBG allocations Budget County of San Luis Obispo CDBG allocation: Permanent Affordable Rental Housing — Broad Street Place Apartments by $338,864 People's Self -Help Housing Corporation (PSHHC) Total $338,84 Broad Street Place — Land Acquisition Costs 1. Project Description Property Acquisition: People's Self -Help Housing Corporation ("PSHHC") has created a nonprofit affiliate, Broad Street Place LLC ("Broad Street LLC"). Broad Street LLC, as the General Partner, has created Broad Street Place, L.P. (the "Subrecipient") which is the Subrecipient of this CDBG Subrecipient Agreement. The Subrecipient will use the $338,864 in 2020 CDBG Program funds to acquire real property — specifically the land parcel at 3720 Broad Street in the City of San Luis Obispo, in the County of San Luis Obispo, that is currently owned by PSHHC. The Subrecipient will then develop the parcel by constructing the Broad Street Place Apartments, which will be an affordable housing project that has thirty-nine (39) affordable rental apartment units plus a manager's unit (project total of 40-units) (the "Project"). The Subrecipient will manage the property and the thirty-nine (39) affordable apartment units for a twenty (20) year compliance period (pursuant to the CDBG Covenants) and shall use the thirty-nine (39) affordable apartment units to provide housing to CDBG-moderate, low, very low and extremely low-income persons / households. The land parcel shall be developed in conformance with permits approved by the City of San Luis Obispo, specifically Project Permits No. USE 1094-2017, approved on October 25, 2017, and ARCH-0641-2019, approved January 2, 2020. On -going Project Operation: The Subrecipient and the County have executed and recorded the CDBG Regulatory Agreement and Restrictive Covenants ("CDBG Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 42 of 56 Covenants") concurrently with this CDBG Subrecipient Agreement. The CDBG Covenants establish a twenty (20) year compliance period for the forty (40) unit affordable housing project to be constructed on the Project site. During the twenty (20) year compliance period, the Subrecipient shall operate and maintain the Project development in conformance with the CDBG Covenants and with the requirements of this CDBG Subrecipient Agreement. In case of a conflict between the CDBG Covenants and this CDBG Subrecipient Agreement, the more restrictive covenants, standards, and/or requirements shall apply. The thirty-nine (39) affordable apartment units shall be occupied by income eligible tenants (CDBG-moderate, low, very low and extremely low-income persons / households) continuously throughout the twenty (20) year compliance period (pursuant to the CDBG Covenants), to the satisfaction of the Recipient (the County) and HUD. 2. Scope of Work: Real Property Acquisition (a) This CDBG Subrecipient Agreement shall be recorded prior to the disbursement of any CDBG funds to the Project. The Subrecipient agrees that the 2020 CDBG Program funds of $338,864 shall be secured through the establishment of a lien in fifth position on the title of the said estate (a fee interest in the real property, currently owned by PSHHC, to be acquired pursuant to this CDBG Subrecipient Agreement). The Subrecipient agrees to take any and all actions necessary to secure, retain, and defend the fifth position of the County's lien on the title of the Project site/estate (a fee interest in the real property to be acquired) unless the County has agreed in writing to a different arrangement within the chain of title and the County has issued its written consent to such a change prior to any such change in title being initiated or put into effect. (b) Within one (1) month after execution of this CDBG Subrecipient Agreement, no later than March 31, 2021, the Subrecipient shall complete all activities related to acquisition of the real property — the land parcel — that will be used to develop the 40- unit Broad Street Place Apartments (an affordable housing project) and shall expend $333,864 of the available $338,864 in CDBG funds. The County shall retain the remaining $5,000 in CDBG funds until completion of the development of the said affordable housing project (Broad Street Place Apartments). The March 31, 2021 completion date may be extended only with prior written approval by the Recipient, specifically the County's Director of Planning and Building, in conformance with Section 8 (Project Review Conference). (c) Within thirty (30) months after execution of this CDBG Subrecipient Agreement, no later than September 30, 2023, the Subrecipient shall complete construction of, AND obtain final permit approval and certificate of occupancy from the permitting authority, for the 40-unit Broad Street Place Apartments (affordable housing Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 43 of 56 project). The apartments shall be constructed in compliance with the San Luis Obispo City approved construction permits for the apartments. This completion schedule may be extended only with prior written approval by the Recipient, specifically the County's Director of Planning and Building, but shall in no event be extended beyond September 30, 2024. (d) $333,864 of the total amount of $338,864 of 2020 CDBG funds authorized through this CDBG Subrecipient Agreement shall be used to pay for and/or reimburse the Subrecipient for acquisition of the real property, currently owned by PSHHC, that is to be used for the development of the Broad Street Place Apartments (an affordable housing project). $5,000 of the $338,864 in CDBG funds shall be held by the County as a retainer fee until after completion of the acquisition of the real property and then released after completion of the subsequent development of the said real property with an affordable housing project. (e) If the County, in its sole discretion, determines that the Subrecipient and/or Project development fail to comply with the Scope of Work standards and requirements described herein, such failure shall constitute an Event of Default. The procedures for addressing such default(s) and related cure period(s) are set forth in the CDBG Deed of Trust and CDBG Note, and in this CDBG Subrecipient Agreement Section 8 (Project Review Conference). 3. Reporting (a) Construction Phase. During the thirty (30) month -construction period following the acquisition of the development site for the Broad Street Place Apartments, the Subrecipient shall submit quarterly progress reports to the County describing the building and construction progress made towards completing the Broad Street Place Apartments. The quarterly reports shall be submitted to the County within 15 days after the end of each quarter. The Subrecipient shall also submit a project completion report within 60 days after obtaining final construction permit approval and certificate of occupancy from the permitting authority. (b) CDBG Monitoring Checklist: The Subrecipient shall use the CDBG Monitoring Checklist — Housing/Rehab., hereinafter referred to as "the Checklist," (Exhibit F) to collect and retain all Project documents to be provided to the Recipient for its records. (c) On -going reporting. See below — Scope of Work: On -Going Project Operation. 4. Scope of Work: On -Going Project Operation Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 44 of 56 (a) Upon initial occupancy of all 39 affordable rental units by income eligible households the Subrecipient shall report to the Recipient (the County) that the Project development has begun to provide a benefit to CDBG-moderate, low, very low and extremely low-income persons / households, per 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations. The Subrecipient shall also identify which rental units that have been designated as the eight (8) CDBG-assisted units. The Recipient shall then, at its discretion, document the start of the twenty (20) year compliance period of the CDBG Covenants and the start of the fifty-five (55) year Term of this CDBG Subrecipient Agreement. (b) For each year of the twenty (20) year compliance period of the CDBG Covenants the Subrecipient shall own, operate and manage the Broad Street Place Apartments in full compliance with all applicable government codes and laws, and to the full satisfaction of the County. The Subrecipient shall provide housing and related services, benefits, and assistance to CDBG-moderate, low, very low and extremely low- income persons / households, in compliance with 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations, throughout the entire twenty (20) year compliance period. (c) Thirty-nine (39) of the forty (40) apartment units shall be occupied by income eligible tenants (CDBG-moderate, low, very low and extremely low-income persons / households) continuously throughout the twenty (20) year compliance period of the CDBG Covenants, to the satisfaction of the Recipient (the County) and HUD. (d) Performance Monitoring: In conformance with the CDBG Covenants: (i) Each year, throughout the entire twenty (20) year compliance period of the CDBG Covenants, the Subrecipient shall provide all beneficiary information in a report format and time schedule that: 1) is acceptable to the County, and 2) that enables the County to meet all reporting requirements of HUD and the CDBG Program. (ii) Each year the Subrecipient shall fully assist and cooperate with the County as the County monitors and audits the Project performance during the twenty (20) year compliance period of the CDBG Covenants. The Subrecipient shall promptly address and resolve all shortcomings of the Project's performance or defects identified by the County to the County's satisfaction. (iii) During the Project's twenty (20) year compliance period the Subrecipient shall submit to the County in a timely manner all reports and materials as requested/required by the County for HUD monitoring Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 45 of 56 including, but not limited to the Contractor/Subcontractor, EEO-4, the Minority Financial Institution Reports (if applicable), and the Affirmative Marketing Report. The Subrecipient shall provide, as requested by HUD and/or Recipient, information necessary to prepare the annual monitoring report, the Consolidated Plan, Final Statement of Community Development Objectives, Consolidated Annual Performance and Evaluation Report, Grantee Performance Report (GPR), and other such reports and/or plans. (iv) Annual Finance Audit: During the Project's twenty (20) year compliance period the Subrecipient shall be responsible for conducting an annual audit of its CDBG program in compliance with Title 2 CFR Part 200.500 — 200.520 issued pursuant to the Single Audit Act of 1984 and the Single Audit Amendments of 1996, P.L. 98-502, as applicable. A copy of said audit shall be forwarded to the County upon completion. Any costs associated with the annual audit shall be the responsibility of and paid for by the Subrecipient. (e) During the fifty-five (55) year Term of this CDBG Subrecipient Agreement, the Subrecipient shall retain legal ownership of the Project property (real estate parcel) and development and of all rights, royalties, profits and proceeds generated or caused by the Project property and/or development. (f) Annual Certification. During the fifty-five (55) year Term of this CDBG Subrecipient Agreement, starting immediately upon completion of Project development AND initial occupancy of all of Project units, the Subrecipient shall submit to the County an annual certification signed by the Subrecipient's executive officer or chief financial officer certifying whether the Project development is or is not being operated and managed in full compliance with the Tax Credit Regulatory Agreement. Non- compliance under the terms of the Tax Credit Regulatory Agreement shall constitute an Event of Default under the CDBG Note and CDBG Deed of Trust, subject to applicable cure periods. (g) Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the twenty (20) year compliance period established by the CDBG Covenants. 5. Expenditure of Funds Within one (1) month from the date that this CDBG Subrecipient Agreement is executed, no later than March 31, 2021, the Subrecipient shall expend $333,864 of the total amount of $338,864 of CDBG funds that has been allocated to the Project to Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 46 of 56 acquire the land parcel currently owned by PSHHC, the fee owner, on which the Broad Street Place Apartments project will be developed (an affordable housing project — located at 3720 Broad Street, San Luis Obispo CA). This completion date may be extended only with prior written approval by the Recipient, specifically Director of the County Department of Planning and Building, in conformance with Section 8 (Project Review Conference). Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 47 of 56 EXHIBIT B SCHEDULE OF COMPENSATION Broad Street Place Apartments (Affordable Housing Project) for Community Development Block Grant funds 1. Compensation. Subject to the terms and conditions of this CDBG Subrecipient Agreement, the County shall provide to the Subrecipient the amount of Three -Hundred Thirty -Eight Thousand Eight Hundred Sixty -Four Dollars ($338,864.00) of 2020 CDBG Program funds to enable the Subrecipient to pay for eligible land acquisition costs related to the Project. In no instance shall the County be liable for Project costs in excess of $338,864, nor for any unauthorized or ineligible costs. The Subrecipient shall not obligate or expend the funds for any purpose other than for the land acquisition related to the Project. Payment for the foregoing shall be in accordance with the following procedure: (a) Concurrently with this CDBG Subrecipient Agreement, the Subrecipient shall execute a promissory note in favor of the County in the amount of $338,864 ("CDBG Note"), a deed of trust and security agreement ("CDBG Deed of Trust"), and a regulatory agreement and restrictive covenants ("CDBG Covenants"). This CDBG Subrecipient Agreement, the CDBG Deed of Trust and the CDBG Covenants shall be recorded prior to any payment of CDBG Program funds from the County to the Subrecipient. (b) The Subrecipient shall submit a completed Subrecipient Payment Request Form (see attached Exhibit D) with each payment request. Such payment requests may be submitted no more frequently than on a monthly basis. The Subrecipient shall also submit receipts and other documentation that describe the documents, materials, and activity(ies) that will be paid for and/or reimbursed with each specific payment request. (c) The Subrecipient may not request disbursement of CDBG funds until the funds are needed for payment of eligible costs (i.e., reimbursement of eligible Project land acquisition costs). Do not request more than is necessary. (d) The CDBG Covenants affecting the Project (property acquisition and development) shall provide for its use as an affordable housing project that benefits CDBG-moderate, low, very low and extremely low-income persons / households for a compliance period of at least twenty (20) years from the date the Subrecipient begins to provide a benefit at the Project development (i.e. the twenty (20) year compliance period established by the CDBG Covenants). Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 48 of 56 For performing and completing the land acquisition described in Exhibit A, and activities directly related to such land acquisition (including the $5,000 retainer fee), Recipient (the County) shall pay Subrecipient the total amount of: -- LINE -ITEM BUDGET -- CDBG allocations Budget County of San Luis Obispo CDBG allocation: Permanent Affordable Rental Housing — Broad Street Place Apartments by $338,864 People's Self -Help Housing Corporation (PSHHC) Total $338,864 BILLING. Subrecipient shall submit an invoice and copies of all original supporting documentation to the Recipient at the following address: County of San Luis Obispo Department of Planning and Building 976 Osos Street, Room 300 San Luis Obispo, California 93408 Attn: Soutsida Inpravongviengkham, Accountant Progress Reports. During the subsequent construction phase that precedes the start of the twenty (20) year compliance period, the Subrecipient shall submit quarterly progress reports to the Recipient using the Quarterly Report Form attached as Exhibit E. METHOD OF PAYMENT. Payment to Subrecipient of the compensation specified in the Approved Line -Item Budget of this Exhibit (shown above) shall be made as follows: A. Subject to the maximum allowable compensation set forth in the Approved Line -Item Budget of this Exhibit, the Recipient shall pay the Subrecipient for land acquisition costs related to the Project, based on the submittal and approval of an invoice, and based on conformance with this CDBG Subrecipient Agreement during the Term of this CDBG Subrecipient Agreement. 2. Sources and Availability of Funds. It is understood by the parties hereto that the funds being used for the purposes of this CDBG Subrecipient Agreement are funds furnished to the County through HUD pursuant to the provisions of Title 1 of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et. seq.) (hereinafter referred to as the "Act"). Notwithstanding any other provision of this CDBG Subrecipient Agreement, the liability of the County shall be limited to the CDBG funds that are available. The Subrecipient understands that the County must wait for the Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 49 of 56 release of funds from HUD before grant funds may be advanced or reimbursed. The County shall incur no liability to the Subrecipient, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments, unless such delay is caused by County's intentional misconduct. 3e Relationship to Grant Agreement. The Subrecipient acknowledges and agrees that this CDBG Subrecipient Agreement is subject to the obligations and limitations imposed on the County by the Grant Agreement for the 2020 CDBG Program (Grant Agreement) executed by HUD and the County, and by all future amendments to the Grant Agreement, and that this CDBG Subrecipient Agreement is intended to be in conformance and harmony with the Grant Agreement. The Subrecipient further acknowledges that if the Grant Agreement is terminated by the United States Government prior to the implementation by appropriation and/or funding of this CDBG Subrecipient Agreement, then the County shall have the right to terminate or amend this CDBG Subrecipient Agreement by giving written notice of the termination or amendment of the Agreement to the Subrecipient. The Subrecipient hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this CDBG Subrecipient Agreement shall be deemed to require the County to perform an obligation in conflict with the Grant Agreement. The Subrecipient further agrees that the County's right to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way, by this CDBG Subrecipient Agreement. 4. Reimbursement of Improper Expenditures. If at any time within applicable statutory periods of limitation it is determined by the County or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or his duly authorized representatives that funds provided for under the terms and conditions of this CDBG Subrecipient Agreement have been used by or on behalf of the Subrecipient in a manner or for purposes not authorized or prohibited by the Act or regulations adopted pursuant thereto the Subrecipient shall, at the County's request, pay to the County an amount equal to one hundred percent of the amount improperly expended. Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 50 of 56 f=VA:11-311te7 PROGRESS REPORT FORM Broad Street Place Apartments for Community Development Block Grant funds See the following two pages. Broad Street Place Apts. - CDBG Subrecipient Agreement - Page 51 of 56 COUNTY Or, SAN LIAS OBISPO DEPARTMENT OF PLANNING & SUILDMG KSG-1009 1.2111/2017 Please subrn-t a copy of this report for each quarter of the program fiscal year. If you have not expended any funds dur;ng a quarter, poease submit a form and mark 0 or NIA. For the 4' c uwter report, please attach a copy of your beneficiary records for the erTsdre year. Reports for quarters 1, 2, & 3 must be submitted within 30 days of the end of the quarter. The 4111 quarter report must be submitted w-thin 15 days of the end of the 41" quarter. AGREEMEINT TERM: QUARTER: �Q1=July-5eot.. Q =Oct -Dec, Q3 Jan -Mar. Qa=apr jun J PROJECT CONTACT PHONE ORGANIZATION FAITWRASED ORG MIIZATiOM' 0YES ONO ACTION PLAN YEAR llP;l;V TOTAL FUNDING AWARD AMOUNT SPENT TO DATE "ect (a) Rudoct (bI Expenses this period deb Experuces Previously reported (db Expenwn to date ;c + d) Funds received to dated Other Funds received to date (RI Balance available lb -el COMG M7 S other S TOTAL S Narrative -Status of Approved Activities: Problems Encoante red & Corrective Actions taken_ 975 0505 STqEE71, gOOM 300 j S N LUIS 031SF,".. &� 93408 1 $05-_,Sl-5600 ,7' R5 e- -1 :;AGE 1 0-- Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 52 of 56 HSG-1008 12111/207 BENEFICIARY DATA & DEMOGRAPHIC CHARACTERISTICS CUMULATIVE NQN )UPLICATED BENEFICIARIES RACE TOTAL HISPANIC** WhAa BlacklAfrican ,err erican Asaan Arerican lndiartfAfas-ka dative Native HawaiianfCM3at Pacfic Islande* BlackJAfricankmerican & Whiite Asian &' White American IndiardAlaska N"ve &White American IndiardA aska Native & BiackfAfrican American Other Muld-Racial Refuse to Say, TOTAL .' ?[.span a to nest ttansideted to tw a race. [tut ,atrtet art >=thnttity. Pebf& tnay he White & 4 (span c @{aek & ttitt pank. ett.. Pieasr dentiry the purr ttet of Wspivik clients out tr Voee tuial. BENEFICIARIES FEMALE HEAD OF HOUSEHOLD TOTAL INCOM E LEVEL (INCOME LEVELS UPDATED ANNUALLY AT 1mtPs JA w wJwduserguv bo WdataseWiLt�roi Ext-err_ely Lave Very Lcw Law How well is u-is p-,gram se~ving the argeted populations? 976 CSGS ,,EE t , r2CL M .300 I SAIN LUIS OBISPC. CA 9-3408 1805 i -556W ; ---Y, RS ,- -? PAGE 2 OF Z Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 53 of 56 (This page is intentionally left blank.) Broad Street Place Apts. — CDBG Subrecipient Agreement — Page 54 of 56 I z �O O H L ui = Q C� 0 ui Z �Zg Tm W AAI Wa. Q J Z R ui a jL 4 U Lij ` U) U O ML W J � � C R GI O > Q O m 3 d p IL •> _R R C � R .R m O ® R U CD N s +�+ N LL m O N L > = N O i o CD �L R% O d/ O CL > a` oC '.L Z s# �i m � d .r C a'D W L y > A v >+ M N O ® 3 (A O C w p LO R d CL CD to N K N LL C. L W 0 0 O ® E' Lq -5 a) i V Lo CDLo L d d o C oo �' C m-�* d r a c s E as E a .L O LU N 0 co 0 O co Go Cl)O d o L d V m 0 VM Q IL W p = O+r dU V o R W U) �+ U 'a 00. Y s eri L Oim H O O U s L L L M J to s 2 M ch O v ® R Gi in r Y a M fn LO 4- 0 cu a I c E w T co c N Q �U V/ m U I N Q N U N co a O LL O a W W ~ W m � X0 W W C. J W INN- L�6 M a J lL v p ccu a N U N N v-- 2M N a C Z C6 (6 O O 0_ m > a) C _cu 7 N CU > U O o w rno m w a O a O -a U v N N O CV O co a ~ o a m i a) 0 0) E a m m 0 a O C' N N 4 L6 L- w d N as i d LL O a) > E o N O g-RT CD � V) K fn CN CU i O O W O p v X. w a) a u' .acc L ;' U clLo Q ss ai w mcy Lo 000 0) 00 v y Ca Cr e E 0 Co C d E 0 N C2 M , , L �wd Cu m X-� w N t7 � O O V V _ CD rn � co 7 co M C7O M m M CM ffl EA a N J ed m w Q a; V m m 0 m N W m � rn _ d O ®N p � Q L 7 cm E. U 7 I= 2 W J N N M a) R N r Yo.Mcn EXHIBIT F CDBG Monitoring Checklist - Housing/Rehab See the following 13 pages. �< r .tilt E of .Y.. .. Monitoring a F PROGRAM/PROJECT: AGENCY — PJ MANAGER(S).- COUNTY REVIEWER, DATE: 2 CM 2K360 Statutory and bather) p*lfryregtdreme M (a) The Federd owxuding effencynwsa mam e award in amanner.ggp= ensure that Federul fr noft is expended and an=med progr m tore Fmpiememed in full acmrdancevAth U.S. statumryand pubifc pokyyrequiremerats: incluft but not ilrraated to, thasepruaWngpubfrcweafare;.deeenubwrnnentmadproNbitingatis deralhadon.7heFedemimwdZngnjenrymusroo amuniearetorimmn- Federul eWWadf-kuarupuhhcparigr requirementx. indu&ngthaue in geneml apprnpriaUwx pravdsiom and incarponse drew either directly or by rejerenae in the leans and cana4ta ins of Noe Federof amend. 24 CF'S SM216 7lrcrerds to br mahmh wd. Each reapieratshalf eiWWsh and roaffir a sufpaaen t records to enable fire Secretary to determine vrhether the reapierelm met the regWra•rnerusofthispcar,Aamdmimurat,doefalfowingrKardsoreneedert.f (a} Recars�praavhdiraga fulf descniptiaa of each actaiaity assisseed far befrag assisbedJ wrlda fBBG funds ineiudir� its kuiotiara ftFthe attivftylaosa raphimdfaaasbthe amrraratgft7Wfunmk&x&reAobl&teaiaardaWerrdedjarthe a&Afy;andmhe pvavrsian insubpa+rtcurdri, which iris aftak.. fb) RecordsdwnanstrosregNxateacaacdAyrmdertatmmeetsaneafthecrkeriamtEarthin5571!20& (4) For each atdvitycarded"fear NhepurposeafpravddirgorunpmWjghaeasrngwfeicch s detemuened tobsnefxiowand pawns (&Acopyofa wnlUn gpvemerrrwith each landlord ordevekperreceMng CDW assistance indieaongthe total numberof dwelling units in each multifamdyS&Uatrre assisted and Naenurraber of these units which w*f be ocaAokdbykwondmadleaMLi== households afaranisrasttE: (a) The total cast of the argft, mdudirtgboth MgGmadnon-Offs f anah. rAD Frar each ankacmq*d by a low and househak thesae and inaine of drehousehoid (N) FarMOW laouaftardy 09 Tare rentchaWd(artobe charged) sfEerassbtancefureach dwellfrtgurdt in each sn=m assisted- and IF) Such k4brrewoaaasne essarytoshowtheafjbrdabOye,funfitsaerupbed(ortobeoccupkgbylawand inammhouselaaPds puvsuantto crasda esk*fthedand made pubk by Me recoent N For each property acWdred on which there are no serarchmm eMence of commitments ensurirg Vm*- the chuda in § 570.208p)(3) Ml be met when the s scrum are bur7t f'i)Whereapplicabkrecords dem nsm;tingthatNeear vuyqutdoesunderthespeciadconiftonsatIS70.e1r,1g(o0Jfyl; &i& Far anyAomeftler assistance actft quaWiUunder I S70.201fei 57M201(4 or 570-204ldentif=rka of doe appifcable egg&rxy armd evidence the acaiwiymeess the eiigib8fxjr criteria jar YhatpRaatisior4 fnr arrysuch activity alvatifyir�g under g57ti21f8(alehesite and lacar eafeachhrrmebuyers:householdBand Mq) For a NSM201(V housift ser WowadW% identecadan of the H0Uf prsgject(s) ar ass5sMee char the hacrsi V services actiw'ty svppoft and evidence that prra eeg4 or asdsrance meet lire )i0MEprggmm kicame largaft requba meaats at 24 CFR 922.52 or 9225Q S?b 0S IS LnEET. Tt^t?M'300 1 SW LU S OBtSPO. CA 8 i 80v-731 5830 7-1-1 PAGE= 1 OF 13 135'J" I; THE ITEMS BELOW ARE REQUIRED BY THE COUNTY AS PART OF THE PROJECT IMPLEMENTATION AND DOCUMENTATION. The subTecip"ent viall maintain ardprovide records required bythe Federal regulations specified in 24 CPR 570.50,-r. For monitoring purposes refer to 24 CFR 570.502, 2 CFR Pan 200, and 24 CFR302, 200.305, 20-0.306, 2D0-307,200.308,2 CPR Part 200 Subpan F-Autirt Requirements, 2CFR Part 200 Subpart E -Cost: Principles, 20D.-M2and otl',er records necessa ry to document compliarre with 24 CRR. 570- Overall Grant Management a Internal Controls -Contacts and Grg Chart 0 Records to be Maintained - Application, Agreement, Correspondence Environmental Review (NEPA) by Project Manager r7 Eligibility Documentation • Acf6vity Clients = Land Acquisition = Procurement 1b Small Purchases) 0 Professional Services 0 Competitive Sealed Bids 0 Section 3 . MBE)WB,E = Construction , Labor Standards for Construction • ContractorlSubcontractor Certificati an • Certified Payrol; 0 Project Schedule/Milesiones . Necessary permits and certification Financial Documentation • Source documentation of expenses • Invoices &receipts • Payment requests • Audit Progress Reports Z! Project Completion Monitoring Documentation • Letters • Proof of insurance 0 Relocation Plan 0 Lead Based Paint 0 Section 504 Ur Inspection Checklist SA; i L;_:SZ-3:SP,_- :A 31403 1 K5-75155-L' P AC:;-z C Or '3 2 CFR 00.303 Internal Controls. (a) Establish and maintain effective internal control over the federal award that _ provides reasonable assurance that the non -Federal entity is managingthe Federal award in compliance with P !Federal statcires, r ulatiorrs, and the terms and conditions of the Feaderal award. YES NO N/A PROCEDURES & ORGANIZATION Does the Subrecipient maintain written p*-ocedures describing its management of tire CDBG program? Is there clear documentation of staff/positions dedicated to CDBG Profect management with updated contact Information? (Wbo oversees day to day administration of the program?) i.e. Organization Chart/Financial Internal Control Organization Does the Subrecipient have a system in place to collectltrackthe benefEciary characlteristirsffnancial progress? (CAPER and t3mel y spend down) Has the Subrecipient supplied requested documertaton in a timeiy warner? Please keep a record of written correspondence with the County, 3nducling significant emails or formal letters. YES NO NIA CORRESPONDENCE Letr_er(s) informing Vie subrecipient of funding awards, written notices, etc. Letter(s) requestIng amencinewts, writ*; 'ustif cadon(s) (Optcional, as needed) Author zacion to incur costs CFR 370.306 Records to be Maintained. (a) Records providing a full description of each activity assisted (or being assisted) with CDBC farads, Fnduding its location fif the actrvigr has a geographical locus), the arr.ount of CDBG funds budgeted. obligated and expendedfor the activity, and the provision in subpart C under which it is Eligible, Each project file must contain the original subrecipient agreernent,°MOU between the County and the Subrecipient. Compare the programdproject status to the impiementadon schedule and provide correspondence regarding the agreement, YES NO Nfdl PROJECT fJILE Does the CDBG project fi le conta°n a copy of the Grant Appl icatson? Does the file contain a copy of the Subrecipient Agreement containing a full description of actin tgr carded out includingthe location, amount off C G, and other funds budgeted, ob".igated and expended for the activity? Subreci ient Agreement amendments # (O :lonal, as needed) Act"ruicy'Timeline- did the subrecipient perform atnJv±ty as scheduled? Exhibit A - Project Parameters Has the subreci ient inn: Eemented the project/program as oescribed in the agreement? Other documents, comments andlor col:cern(s)frecommendation(s), fin ding(s)i'correcrWe action(s) cited. 976 OSCS M, EE '.30C I SANI L`J; S ^c S? .. CA, 93408 1 805-%61 ;6i_ ? I '^.':T 5 ?-` - PAGE 3 C:,:: .t 3 24 CFR 570L 506 Records to be molorairmd. fib} Records demonstrating thor each acrh7ty undemken meets one of the criteriri setforth in 9 570.20& AqI Public Facility projects must document activity eligibility. Pubftcfacilitie5 that include housing or services provided MUst also document client eligibilltv. (i.e. a housing faciliry for transitional age youth) YES I NO I NIA ACTIVITY ELIGIBILITY What is the target population forthis project? Does it require process or procedure for eligibilfty documentation? (See below for presumed- Urn'ted Clientele) -berefit Is the process or 2roredure =n writing and available to the appropriate staff- members? YES NO NIA CLIENT ELIGIBILITY For income -based clientele, are the appropriate incorne threshold Urnits documented and being applied? Does the project/client file contain the aopropr�ate ellgib1ity documents described in Exhibit A of the Subrecioienc Agreement? I 24 CFR 570-208(a)(3) & 24 CPR 5770.506(b)(4)[i ii)l YES NO N/A LIMITED CLIENTELE Is the lim.ated dientele served clearly and docamenwo?(24CR570-'zC8(ii)(2)(iXA) & 24CFR570-506(bY,3)(!)) If the activityls based or, the nature and location of the activity, do the files. contain docurnerration to support that the beneficiaries are predominant lm%L and moderate -income? (570-2081a)[2)(iXD) & 5570-506(b)(3)(il)) YES NO NIA UM AREA BENEFIT For each project cleten.nfned to beneft 'ow and r.mclerate-income persons based on the Lm%+ Vod Area `LMA) served by the activity, are the boundaries of the service area defined? Is the percent of persons served within the area boundary at least 55% I ow- and moderate - income? Other documents, comments and/or cc rcern(s)1recom mend ati on(s), finding(s)fcorrective action(s) cited: q76 0 1; 715 5 -1 DOM 117-n ; Safi C2 5 L)F'S71v :A 7 -LB I A OE--S' -3K-'- —.-�'711S -,-' - ' 134 GE 11 C;: 13 24 CFR 570.506 Final documentation required to assure !and acquisition compliance by all pardes and payment of alf invoices and surety (bond). YES NO NIA ITEM TiVe Report Pur&ase Agreement Property Acq uisitiGn Notice. See "Relocation PFan" section. Ch-her documents, comments and/or concern(s)lrecommendationts),fnding(sycorreave action(s)cited. SMALL PURCHASES According to 2 CF-R 200.318, subredpients must maintain records to detail the significant history of a procurement. These records include files an the rationale for selecidrig the methods of procurement used, selection of contract type, the contractor selectionIrejection process, and the basis for the cost or price of a contract. Smail purchases may be used per 2 CFR 200.320, and whether the subrecspient followed its own procurement policies and procedures. YES NO N/A ITEM Subreciplent Procurement Policy Documentation ulitem beirZ purchased (do not artiflaally divide ite procurement so as to constitute a small purchasel Clearance of Vendor (Convactor/Subcontracto, SAM check for debarment) Obtain and document pricelyate quotations either by phone or 7n writing from a minimum of three sources Document the businesses contacted and prices quoted Document the basis for selection and cost Prepare and execute a contract formalifng!1he scapecfwork, delivery schedule and the terms of compensation PROrESSIrk NAL SERVICES Subject to 2 CFR 200.320. For procurement involving architecture or engineering (AIE) services, subrecipients may use competitive proposal proced-ureswilereby cornpetitcirs qualifications are evaluated and the most qualified competitor is selected, sul:)ectto negotiation of fair and reasonable compensation. Professional services are subject to 2 CFR 200.320 (d), and whether the subrecipient followed Its own procurement policies and procedures. Professional services are subject Section 3 and MBFJWBE requirements. See Section 3 and MBEM,'BE sections. 376 CSCS'717-EE7R=�', 3W I L.a-; C 1SPO CA 934f-'S ' SE-761 7-- -'g PL,GC 5 0-7 73 V— ,.........—..--I t YES NO NIA ITEM Request for Proposa-. (RFP) for Design Professional Services Affidavits of publication for RP or newspaper notice clipping (mimmum'IC days affooNed for resigor-se) Certified copy of Ve RFP evaluation Contractor I Subcontractor SAM Copy of the Notce of Award Executed Architect/Engineer contrea with CDBG an and any related addenda, etc COMPETI[TIVE SEALED BIDS Subject to fbrma6 advertisement, 2 CFR 200.320 (d). YES NO NIA ITEM Affidavit of publication and/newspaper notice crepping of ,he invitationtrutice for bids Solicitation Isst and copy of the transmittal lette-3 Df those contractors whorr, rrzy be solicited for bids Povide Federal Wage Decision Minutes of pre -bid conference Copy of the bid opening minutes as needed Copy of the Wid tabulation sheets) Contractor/Subcontractor SAS debarment check NOTE: ContractorlSubcoAtractor SAM debarment check must be compleredjby tffch Wfiddual wnrractor Wy �kln an rheJob Copy of the staff report and minutes of the CoinciltBoardmeet fngwhen the award is made Copy of the notice of cNard/preconstruction conference Copy of the fully executed contractlYcl documents with required bonds (Labor and Material Payment Bond with associated power of attorney and Performance Bond with associated power of attorney), certifications, arty related addenda, change orders, etc. Minutes of the pre -construction conference,sigh-insheet anti nda Wage decision lack in date form Copy of the notice to proceed from subrecipient to contractor Copy off real qrpject Elar.s1specs SECTION 3 Subrecipients must ensure that HUD-fundedjobs, training, and contracts are provided to local low-income residents, particularly those that reside in public housing and businesses that substantially employ thern. Section 3 applies to construction project funded vAth more thari $20D,GO0 of CDOG funds. It also appli-esto contractors and subcontractor who are paid $100,000 in CDBG funds. The County collects Section 3 information from the subrecipients and cortractors. YES NO NIA ITEM Economc Opportunty for Low and Very Low -Income Persons in Connector: voith Assisted Projects .. (nUD - 60002) .motion 3 Contractor Certification Form, if applicable 376 05C S STRE -=-. i 3C A, ! . S� N, L - *.S CS ZA -3 3 43 S : 8 -5 - 781 - 50:10 ' o 7 3 i - PAGE 6 L:- '�� 7­1_1­111­1. .1 1 I Zj II I I Section 3 New Hire Certff"ton Form, ifappliGable I MANDE REPORT Subrecipients must ensure that RUD-funded jobs, training, and contracts are provided to smalf and minority firms and womens business enterprise (MEEMBE). The WBEIWBE applies to CDBG funded construction project specifically to contractors or subcontractors who are paid $10,000 or more in CDEG -funds. The County submits annuao' IVISEANBE report to HUD, Subrecipient must collect MBEAIVBE data and forward to the County. YES NO NIA ITEM Completed MBEMBE forms MBE[WBE language included with tlne project contracts Other documents, comments and/or corcern(s)lrecommendation(s), finding(s)1corrective actions) cited: LABOR STANDARDS FOR CONSTRUCTION The Davis -Bacon Act and Related Act [DBRA) require payment of prevailing wages on federally funded or assisted construction projects, The Davis Bacon Act applies to eacfi federal government contract in excess of $2,000 for the construction, alteration, or repair of public buildings or public works. Manyfederatiaws that authorize federal assistance for construction through grants are Davis -Bacon "related Acts,' Related Acts include, but are not limited to, the Copeland "Anti -Kickback" Act, and the Fair Labor Standards Acre for example. YES NO NIA ITEM Who is responsiblefor ensuring Labor Standards compiiance bythesubreciplent? Is the Construction croject Hanabook included with the bid packez? Did the subrecipient pay at ;east the fede-,-al minimum wage for cons.ruczior. laborers?* Please provide a payroll review worksheet. Did the sub•­ecipient submit weekly certif ed payroJs? Did the subrecipient corriphyvfich the Contract Work Hours and Safety Standards Act {overtime 1. 5K rwj > 40 haurs per week) Did the Subrecipierri: complywfth the Copeland 'Anti -kickback" Act (verify permissible deductions)? Did the subred.pient hire additional employees to complete the project? *f so, drd they complyw-th Section 3 recuirerrents? Does the s�brecjpentfb4iow "Equal ErnpiGymert Oppoturity' -Tequirements(contracts in excess of 510,000)7 Verify E=-0 poster visibility within subrecipient's office- 2750SCS STREE7 ROG'.A 3"%Sk4 _'13 SZQ 334:3 33s--L1 -5600, , '7`.%S 7,D7,3 I I A_to,7t_XXXX L.�n� I Davis Bacon Act— Tedecal PrevaRing Wages Photo Documentation of posters, wage decisions, and 1-iUD form 4010 Federal Wage DecAsion # — whin was in effect Number of site interviews with employees (#) Photo Documentation of project site before, du;,ir& and after prqecr completion *Under the Housing and Corrinnur-fty DevelapmentAM the rehan oFsinge4arnlly awner-occupied dwelliraps are exempt earn the Federa3 Prevafl7ng Mge. Howwar, all fabw-ers rmist be paid at lei the feders, min"inuir wage for construction workers, YES NO NIA POSTERS (available in Spanish as needed) Contractors Minlmum'Wage Emp=oyee Polygraph Protect'on EqLal Employment Opportunity Fair ' ousing Minimum Wage OSHA job Seery Emp?oyee Rights Under the Davis Bacon Act Employee Rights on Government Contracts Employee Rights Under tf-,e National Labor Reladons Act Applicable Federal Wage Decision HUD4010 Subrecpients must maintain records regardingther issuance of land -use (entitlements), building permits, encroachment permits, right-of-way permits, etc., necessary to undertake the CDBG funded project. Copies of any and all permits, including receipts for permit fees, must be provided. YES NO NIA PERMITS Coastal Permit Land -use permits (entitterrents) SuAding permits Encroachment Rermits Permit fee rec ipts Occupancy permit Other permits tither documents, comments and/or conce rn(s)lrecom men dati on(s), find ing(sycorrecrIve action(s) cited: 376 OSOS STRTE­ IZCOW3013 : SAN L� iS OF' SP'3 __' � �403 1 1335j8l -9 K0 77�—Ks 7-'--! PAGE S 3r I =! 2 CFR 200.302 Financial Management; 24 CFR 570.509 Grant closeout procedures. 24 CFR 57CLS06 Records to he maimmained. (h) Financial records in accordance with the applicable requirements listed in §570.502, indudingsource documentation far enrides not subjiut to 2 Mpart2f)D. Grantees shaft maintain vWdence to support haw the CDBG funds provided to such entities are expended. Such documentation must include, to the extent applicable, invDices, schedules containing comparisons of budgeted amounts and actual expenditures, construction progress schedules signed by appropriate parties (eq�, general contractor and/or a project architect), and/or other documentation appropriate to the nature of the activity. Grantee records pertaining to obligations, expenditures, and drawdowns must be able to refatefinandaf transact ons to either a soedftc origin year grant or to Program income received during a specific program year. YES NO NIA. ITEM Does the Sub7ecipient maintain a ledger of eligible expenses? Are eligible expenses recorded with appropriate source documentation, time records (staff admin) and materials (copies of invokes)? Has tle Subreclpient retained all f nanciall records, supporting documents, stafstiral rm-.0eds, and all other records pertinent to the subrecipient agreement and } ederal regulations? CONSTRUCTION,ACTIVTTY- RederaJ Wage Decision # Type. In effect [date] CONSTRUCTION ACTWl Does the file contain the record ofweelcly certified payrolls? Does the file contain a record of submitted. Requests for Payment(&J? Do subrecipient acco untirg records reconcile with those of the County? PROGRAM INCOME. Does the subreci pient follow the appropriate guidelines for program income? (24 CFR 570502(aX4) Exhibit 3-18, Section F, HUD Checklist} Has the subrecipient pxovided an Audit report? (Single audit for each year, any other audits) Did the contractors provide an affidawt of, cornpl'ante and al" lien releases to subrecipient? Did the subrecipient subm'ft Frial draw down request aicing wth invoices and backup documentation for final closeout? Other documents comments and/or concern(s)/rerornmendation(sA, fmcling(s)/correct2ve action(s) cited: For each project, indii-cate if the project is on schedule, ahead of schedule, or behind schedule. Note progress in monitoring letter. PA -:tl 9 Oc -it C7 6 OS05 5 -IREE-, -- 3 3 �`i` 31 CC L-: S LR! 324,38 ��SjY 6�0 i -7�.7PS --' .', f, z Progress Regsrtz Due. (Provide Progress Reports submitted according to the subrecipient arareement.1 L3 Qtr i duly -August) Original SubmissionDate: L3 Qtr 2ISeptember-December) Original Submission Date: U Qtr 3 (lan ua rrM a rch) Original Submission Date., 13 Qtr4(ApTi!-�jne) Original Submission Date: Final Report Due: (Provide final report submitted according to the subrecil2jent agreement.) L3 Originav Submission Date: YES NO NIA ITEM Does the projectfile contain the Progress Reports? Fnai Completion Report Other documents, comments and/or concern(s)1recommendation(s), flnding{s)/carreczive action(s) cited: 24 CFR 570.369 Grant closeout procedures. YES NO NIA ITEM Is there a letter pf foal acceptance or certificate of completion from a City Council, Architect, Eng-Eneer, or -final decTsior-maxi ng body? Is there a final change order with tabulation of over Tuns and under runs? Is there a copy of record (as -built) draWhigs? Has 1he Bull d5ng permit been signed -off and passed inspection by :he jur'scl iction? If so, has a copy of the final been prov7ded? For pub I ic worlks Protects, are the .Renal Closeout Public niea6rig wf minutes; from the City/County provided? Was a Yw ritten Consent of Surety, if any, provided for flnal payment? Other documents, comments and/or concern(s)1rerommenclation(s), finding{s)/corrective action(s) cited rG 0 5 --5 ME'_-- RD' CN �'- 300 15f.h Lk;. S " B - SP-C. CA -73 ;40.3 8 �:3 :73' , -5 � -7Y-7 =s 7-- -1 PAG F 1 C 0': -13 YES NO WA ITEM Retain all financial records, suppovfjng documents, statistical records, and all other records pertli, ent to the subred.pliert agreement and Federal regulations Mairitair, client data for five years at minimum clemorstrating client eligibility. Data she[ jrcluce, NA not tie limited to, client name, address, income level or other basisfor determining eligibility, and description of service provided_ Proofof insurance YES NO NIA PREWOUS MONITORING RESULTS Any outstanding findings from previous monitoring process Any outstanding concerns from previous monitoring process Any outstanding findings from current monitoring process Any outstanding concerns frDm current monitoring process Other documents, comments and/or cc ricerri(s)/recomm end ati on(s), hriclingl[s)/corrective action(s) cited Relocation requirements are triggered anytime HUD funds are used for property acquisition, and anytime residentiai or business tenants must move (even temporarily) because of HUD funded work. The CDBG applications are not complete without copies of the relocation notices that have been sent to prop" owners and to affected tenants. The subrecipient must also complete and submit a relocation plan. The subrecipient shall subunit relocation plan prepared by a relocation specialist, or compete and submit its awn relocation plan using the County s; relocation plan terriplate. When preparing the CDBG subrecipient agreement, CounW staff must review the Relocation plan for compliance. YES NO N/A RELOCATION PLAN Relocation Notice Relocation Letter Relocation Plan Compliance with approved Revocation Plan 376 053S STREE-, 7.v0*,, "313 1 SAN U-15 Clk.43408 I 60r-:761-5500 '-7v,-PS PAGE 'I Cj= 13 A Residential structures must be lead-free. Pursuant to 24 CFR 570.608, CDBG funded projects are subject to lead -based paint regulations - specifically acquisition and/or rehabilitation of structures for residential use. The amount of work will determine what level of compliance is necessary for removingthe lead -based paint. Exemption is granted for 0 Residential structures built during or after '1978 0 Afl studio units, dormitory and barrack units. 0 H_ousirg exclusiveiy for elderly or people with d-sabilities, uriess a chM under the age of 6 will reside there. 0 Deteriorated or disturbed painted surfaces of less than 2 square feet interior surface area - and/or - 20 squ are feet exteri or surface area in residential structures, for example: cl Acquisition, rental assistance a r operating expenses of a pre-1 978 stricture with an as ea of deteriorated paint nt surface of less than 2 square feet interior surface area - andior - 20 square feet exterior surface area. o Rehabilitation work or a pre-1978 structure that wg[[ disturb a painted surface area of less than 2 squarefeet interior surface area - and/or - 20 square feet- exterior surface area YES NO MIA LEAD BASED PAINT Structure built before 1973 Correct level of compliance is in in place (Le, seal off work area and use safe work practices, or hire a corm sultaix and use trained wor�ers) Exempt project: Studio units, dormitory or barrack structures Exempt project: Housirig solely for ei derly or people with d isabi Dies Area of deteriorated i disturbed painted surface is less than 2 square feet interior / 20 square feet exte-jor squafe feet in size U Section 504 requires that counting the total number of project units, that a minimum of 5% of the dwelling units, or at least one unit, whichever is greater, shall be made accessible to nersons With mobility disabiiyties and an additional 2% Gf the dwelling units, or at least one unit, whichever is greater, shall be made accessible to persons with hearing of Visual disabilities. This applies to rehab projects having 15 or more units and the cost of the rehab is 75% or more of the replacement rost of the completed facility (See 24 CFR 13.23(a)J. Section 504 also applies to new construction projects with five or more units (See 24 CFR 8.22 and also 24 CFR 8.3 - Defir,ition. Multi -Family Housing). YES NO MIA SECTION 504 Correct number of Sect�on 504 requirements (number of Section 504 units) are included in the subrecipieni: agreemert a,-,d construction drawIngs 5%of the units are accessible to persons With mobility disabLities 2% of the ur its are accessi ble to persons with tzearmg or visual disabl-I hies Or -site inspection confirms that the correct number of Section 504 unis have been provrded SAN I 305-731-:i603 ; PACE 1710'- '3 r Other documents, comments andior concerns)/recommendation(s), fnding(s)/correcrve action(s) cited YES No NIA ITEM Complete the unit inspection checklist (HUME1HUD) Other documents, comments and/or concerns)/recornmendation(s), fhnding(s}fcorreet ,e action(s) cited: .75 D 055T-,L"E", RC:, ; Sr:-, LAN L,.' s.,a.:I-' CL.3='132, i 5-5€,X , r "."M5' ...uE- .3 C EXHIBIT G LOBBYING DISCLOSURE FORM �XHIBIT D — LOBBYING FORM AND DISCLOSURE CERTIFICATION REGARDING LOBBYING — CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS The undersigned certifies to the best of his or her knowledge and belief, that: A. No federal appropriated funds have been paid or will be paid, by oron behalf of the Subrecipient, 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 [oan,the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant loan, or cooperative agreement In accordance with the Department of interior and Related Agencies Appropriations Act, known as the Byrd Amendments, and HUD'S 24 Code of Federal Regulations (CFR) 87. B. 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, OT an employee of a Organization Name Name Name and Title of Authorized Representative member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Subrecipient shall complete and submit Standard Form LL, "Disclosure Form to Report Lobbying," in accordance with Its Instructions, and other federal disclosure forms as requested. C. The Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering Into this transaction Imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such, failure. Award Number or Project Signature Date EXHIBIT H NEPA FORM FOR BROAD STREET PLACE APARTMENTS ATTENTION: This Exhibit H is an informational item. The environmental mitigation measures on the following pages were prepared pursuant to the National Environmental Policy Act. These measures are regulatory requirements for the Broad Street Place Apartments. All project development plans shall contain these mitigation measures. The measures shall be part of all agreements with the prime contractor, contractors and subcontractors, who shall fully implement and comply with these mitigation measures. Broad Street Place Apartments received HUD approval of a NEPA Environmental Assessment document in 2020. On June 11, 2020, the County issued a NEPA Environmental Assessment providing mitigation measures that support a Finding of No Significant Impact. On June 27, 2020, HUD released an Authorization To Use Grant Funds. QPPSMENT" 9e4N DEVF�-�C U.S. Department of Housing and Urban Development 451 Seventh Street, SW Washington, DC 20410 www.hud.gov espanol.hud.gov Environmental Assessment Determinations and Compliance Findings for HUD -assisted Projects 24 CFR Part 58 Project Information Project Name: Broad Street Place Affordable Rental Housing Project Responsible Entity: County of San Luis Obispo Grant Recipient (if different than Responsible Entity): County of San Luis Obispo State/Local Identifier: CA Preparer: Tony Navarro, Planner III Certifying Officer Name and Title: Trevor Keith, Director, Planning and Building Department, County of San Luis Obispo Grant Recipient (if different than Responsible Entity): Consultant (if applicable): N/A Direct Comments to Tony Navarro, Planner III, tnavarro@co.slo.ca.us Conditions for Approval: (List all mitigation measures adopted by the responsible entity to eliminate or minimize adverse environmental impacts. These conditions must be included in project contracts and other relevant documents as requirements). [24 CFR 58.40(d), 40 CFR 1505.2(2)] CLEAN AIR CA-1 Prior to any construction activities at the site, the Project proponent shall ensure that a geologic evaluation is conducted to determine if the area disturbed is exempt from the Asbestos Air Toxics Control Measure (ATCM) regulations. An exemption request must be filed with the San Luis Obispo County Air Pollution Control District (APCD), as applicable. If the site is not exempt from the requirements of the regulation, the applicant must comply with all requirements outlined in the Asbestos ATCM. This may include development of an Asbestos Dust Mitigation Plan and Asbestos Health and Safety Program for approval by the APCD. CA-2 Any scheduled demolition activities or disturbance, removal, or relocation of utility pipelines shall be coordinated with the APCD Enforcement Division at (805) 781-5912 to ensure compliance with NESHAP, which include, but are not limited to: A. Written notification, within at least 10 business days of activities commencing, to the APCD, B. Asbestos survey conducted by a Certified Asbestos Consultant, and, C. Applicable removal and disposal requirements of identified ACM. CA-3 During construction/ground disturbing activities, the applicant shall implement the following particulate (dust) control measures. These measures shall be shown on grading and building plans. In addition, the contractor shall designate a person or persons to monitor the dust control program and to order increased watering, modify practices as necessary, to prevent transport of dust -off site. Their duties shall include holiday and weekend periods when work may not be in progress. The name and telephone number of such persons shall be provided to the Community Development and Public Works Departments prior to commencement of construction. A. Reduce the amount of disturbed area where possible. B. Use water trucks or sprinkler systems in sufficient quantities to prevent airborne dust from leaving the site and from exceeding the APCD's limit of 20% opacity for no greater than 3 minutes in any 60-minute period. Increased watering frequency will be required whenever wind speeds exceed 15 m.p.h. and cessation of grading activities during periods of winds over 25 m.p.h. Reclaimed (non -potable) water is to be used in all construction and dust -control work. C. All dirt stockpile areas (if any) shall be sprayed daily and covered with tarps or other dust barriers as needed. D. Permanent dust control measures identified in the approved Project revegetation and landscape plans shall be implemented as soon as possible, following completion of any soil disturbing activities. CA-4 CA-5 E. Exposed grounds that are planned to be reworked at dates greater than one month after initial grading shall be sown with a fast germinating, non-invasive, grass seed and watered until vegetation is established. F. All disturbed soil areas not subject to revegetation shall be stabilized using approved chemical soil binders, jute netting, or other methods approved in advance by the APCD. G. All roadways, driveways, sidewalks, etc. to be paved shall be completed as soon as possible. In addition, building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. H. Vehicle speed for all construction vehicles shall not exceed 15 m.p.h. on any unpaved surface at the construction site. I. All trucks hauling dirt, sand, soil, or other loose materials, are to be covered or shall maintain at least two feet of freeboard (minimum vertical distance between top of load and top of trailer) in accordance with California Vehicle Code Section 23114. J. Install wheel washers where vehicles enter and exit unpaved roads onto streets or wash off trucks and equipment leaving the site. K. Sweep streets at the end of each day if visible soil material is carried onto adjacent paved roads. Water sweepers shall be used with reclaimed water where feasible. Roads shall be pre -wetted prior to sweeping when feasible. L. All PM10 mitigation measures required shall be shown on grading and building plans. M. The contractor or builder shall designate a person or persons to monitor the fugitive dust emissions and enhance the implementation of the measures as necessary to minimize dust complaints, reduce visible emissions below the APCD's limit of 20% opacity for no greater than 3 minutes in any 60 minute period. Their duties shall include holidays and weekend periods when work may not be in progress. The name and telephone number of such persons shall be provided to the APCD Compliance Division prior to the start of any grading, earthwork, or demolition. Prior to any construction activities at the site, the Project proponent shall ensure that all equipment and operations are compliant with California Air Resource Board and APCD permitting requirements, by contacting the APCD Engineering Division at (805) 781- 5912 for specific information regarding permitting requirements. To reduce sensitive receptor emissions impact of diesel vehicles and equipment used to construct the Project and export soil from the site, the applicant shall implement the following idling control techniques: A. California Diesel Idling Regulations 1. On -road diesel vehicles shall comply with Section 2485 of Title 13 of the California Code of regulations. This regulation limits idling from diesel -fueled commercial motor vehicles with gross vehicular weight ratings of more than 10,000 pounds and licensed for operation on highways. It applies to California and non -California based vehicles. In general, the regulation specifies that drivers of said vehicles: a. Shall not idle the vehicle' s primary diesel engine for greater than 5 minutes at any location, except as noted in Subsection (d) of the regulation; and, b. Shall not operate a diesel -fueled auxiliary power system (APS) to power a heater, air conditioner, or any ancillary equipment on that vehicle during sleeping or resting in a sleeper berth for greater than 5.0 minutes at any location when within 1,000 feet of restricted area, except as noted in Subsection (d) of the regulation. 2. Off -road diesel equipment shall comply with the 5-minute idling restriction identified in Section 2449(d)(2) of the California Air Resources Board's In - Use Off -Road Diesel regulation. 3. Signs must be posted in the designated queuing areas and job sites to remind drivers and operators of the state's 5minute idling limit. B. Diesel Idling Restrictions Near Sensitive Receptors (residential homes). In addition to the State required diesel idling requirements, the Project applicant shall comply with these more restrictive requirements to minimize impacts to nearby sensitive receptors: 1. Staging and queuing areas shall not be located within 1,000 feet of sensitive receptors. 2. Diesel idling within 1,000 feet of sensitive receptors shall not be permitted. 3. Use of alternative fueled equipment is recommended. 4. Signs that specify the no idling areas must be posed and enforces at the site. C. Soil Transport. The final volume of soil that will be hauled off -site, together with the fleet mix, hauling route, and number of trips per day will need to be identified for the APCD. Specific standards and conditions will apply. CA-6 Prior to issuance of construction permits, construction and architectural plans shall note the requirement to use low VOC architectural coatings (71 grams/liter or less). The applicant or contractor shall submit documentation of compliance to the City Community Development Department prior to final inspection. Conclusion: With recommended construction mitigation measures, the Project will have a less than significant impact on air quality. CA-7 Prior to any grading activities at the site, the Project proponent shall ensure that a geologic evaluation is conducted to determine if Naturally Occurring Asbestos (NOA) is present within the area that will be disturbed. If NOA is not present, an exemption request shall be filed with the APCD. If NOA is found at the site, the applicant must comply with all requirements outlined in the Asbestos Airborne Toxic control Measures (ACTM). CA-8 Should hydrocarbon -contaminated soil is encountered during construction activities, the San Luis Obispo County Air Pollution Control District (APCD) shall be notified as soon as possible and no later than 48 hours after affected material is discovered to determine if an APCD Permit will be required. In addition, standard APCD required procedures shall be implemented immediately after contaminated soil is discovered. CA-9 If old utility pipelines or structural improvements are encountered and have the potential to contain asbestos, the applicant will consult with APCD and obtain necessary permits. HISTORIC PRESERVATION HP-1 Due to the possibility of the presence of prehistoric and/or historic resources below the surface exists, the County of San Luis Obispo shall require that archaeological and Native American monitors be present during any ground disturbing activities HP-2 In the event that cultural or historic resources are discovered during Project implementation activities, construction activities shall ease and the Environmental Coordinator shall be notified so that the extent and location of discovered materials may be recorded by a qualified archaeologists, and disposition of artifacts may be accomplished in accordance with state and federal law. Pursuant to 36 CFR Section 800.13(b), further consultation with the State Historic Preservation Office is required. HP-3 In the event archaeological resources are found to include human remains, or in any other case when human remains are discovered during construction, the County Coroner shall be notified in addition to the Environmental Coordinator so proper disposition may be accomplished. HP-4 During earth moving activities, in the even archaeological resources are unearthed or discovered, construction in the vicinity (within 50 meters, or 150 feet) of the find will stop, and the Environmental Coordinator and the Planning and Building Department will be notified so that the extent and location of discovered materials may be recorded by a qualified archaeologist, and disposition of artifacts may be accomplished in accordance with state and federal law. If the find is determined to be significant, appropriate mitigation will be formulated and implemented. NOISE ABATEMENT AND CONTROL NA-1 To assure an acceptable exterior noise level of 65 dB and an interior 45 dB level, the Project shall comply with applicable State, Federal and local building code requirements. To document compliance with this mitigation measures, the applicant shall provide the County a copy of the Occupancy Permit when issued by the City of San Luis Obispo. WETLAND PROTECTION WP-1 The Project proponent shall obtain all necessary storm permits. The building plan submittal shall include a copy of the Stormwater Pollution Prevention Plan (SWPPP) for reference. Incorporate erosion control measures into the building plans as required by the Regional Water Quality Control Board, identified in the SWPPP, and in accordance with Section 10 of the City of San Luis Obispo's Waterways Management Plan. Include reference to the Waste Discharge Identification (WDID) number on the grading and erosion control plan for reference. LAND DEVELOPMENT LD-1 The Project proponent shall comply with all City of San Luis Obispo conditions of approval as identified and required in ARCH-0641-2019 (3720 Broad Street) Review and Modification to the Proposed Mixed -use Project (dated January 2, 2020), identified in Attachment G of this document. Law, Authority, or Factor Mitigation Measure City of San Luis Obispo Resolution No. ARC-0641-2019 See conditions of approval by the Architectural Review Commission. CERTIFICATE This is to certify that the interest in real property conveyed by the "Subrecipient Agreement for CDBG Grant Funds between the County of San Luis Obispo and Broad Street Place, L.P.," dated on or about February 20, 2021 from Broad Street Place, L.P., a California limited partnership, to the County of San Luis Obispo, a political subdivision of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Supervisors of the County of San Luis Obispo pursuant to the authority conferred by Board of Supervisors' Resolution 2020-116 adopted May 5, 2020, and the grantee consents to recordation thereof by its duly authorized officer. COUN OF SAN L O PO — �(Z� Trev r Keith, Director Department of Planning and Building ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracv, or validitv of that document. STATE OF CALIFORNIA ss. COUNTY OF SAN LUIS OBISPO On C(- , 20 Z I, before me, , a Notary Public, in and for the State of California, personally appeared I-IREVOS, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s is re subscribed to the within instrument and acknowledged to me tha a he/they executed the same i is er/their authorized capacity(ies), and that b is er/their signature(s) on the instrument the person(s) or the entity upon behalf of which the rson(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. -- Signature /�� ANN c. wEae Signature of Rotary Public Notary Pubiic • California tw.• San Luis Obispo County f Commission r 2285035 My Comm. Expires May 9. 2023